MONO WIRELESS SOFTWARE LICENSE AGREEMENT
VERSION 1, 8-DEC-2016 (MW-SLA-1E)
Copyright (C) Mono Wireless Inc.
This is an agreement (“Agreement”) between Mono Wireless Inc.
(“Licensor”) and Customer (“Licensee”), who is being licensed to use
Licensor software products (“Licensed Products”).
1-1 “Licensed Products” means a set provided by Licensor as source
code, library, script file, utility, manual and others.
1-2 “Intellectual Property Right” means all rights in and to any
copyright, patent or any such application, trademark, know-hows,
trade secrets and all other rights and their legal fruits, resulting
from intellectual activity.
2. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights over and in respect of Licensed
Products are owned by Licensor. The Licensee does not acquire any
rights of ownership in Licensed Products.
Subject to all of the terms and conditions of this Agreement,
Licensor grants to the Licensee non-exclusive license under following
(1) To use Licensed Products in the system using a wireless
microcomputer manufactured by the Licensor.
(2) To build and run the source code of Licensed Products on a
wireless microcomputer manufactured by the Licensor.
(3) To modify, change, translate, adapt or create derivative
works to all or part of the source code of Licensed Products.
(4) To reproduce and distribute (including commercial purposes)
the source code (including 3(3)) of Licensed Products along with the
4. LIMITATION OF THE LICENSE Licensee shall not attempt
activities described below.
(1) To build and/or run the source code of Licensed Products
(including modified, changed, translated, adapted source code and
derivative works as set forth in 3(2)) on a third-party processor.
(2) To use Licensed Products (include modified, changed,
translated, adapted source code and derivative works as set forth in
3(2)) in order to develop system on a third-party processor.
(3) To attempt to reverse engineering, decompile, disassemble and
analysis, re-build or discovery of other source code and the
underlying idea or algorithm of Licensed Products.
5-1 LICENSOR, EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATE
AGREEMENT, SHALL PROVIDE LICENSED PRODUCTS IN THE "AS IS". LICENSOR
SHALL NOT GUARANTEE THAT THE QUALITY AND FUNCTIONALITY OF THIS
PRODUCT IS TO CONFIRM TO THE LICENSEE OF THE INTENDED USE, OPERATES
WITHOUT INTERRUPTION, ERROR OR INFRINGES ANY INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTIES AND THAT THERE IS NO BUGS AND PROBLEMS.
LICENSOR SHALL NOT ASSUME ANY WARRANTY TO LICENSED PRODUCTS.
5-2 LICENSOR SHALL NOT BE LIABLE AGAINST DIRECT, INDIRECT,
CONSEQUENTIAL, ACCIDENTAL OR ANY DAMAGE THAT WAS ARISEN FROM THE
NON-USE OR THE USE OF LICENSED PRODUCTS EVEN IF LICENSOR HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE
LICENSOR WAS SUPPOSED TO BEAR THE LIABILITY FOR DAMAGES, BY ANY
REASON, SHALL BE UPPER LIMITED TO THE AMOUNT LICENSEE ACTUALLY PAID
6. ASSIGNMENT Licensee shall not assign any rights or obligations
provided hereunder to any third party.
7 VALIDITY PERIOD Unless the period is specified separately or
the licensor is cancelled in accordance with the provisions of the
Agreement, the validity period shall be defined between start date to
use Licensed Products, and terminate date to use Licensed Products.
8-1 In the event that Licensee breaches any of the provisions of
this Agreement, Licensor shall have the right of cancel this
Agreement. In this case, Licensee shall not be able to use Licensed
Products, and Licensor shall not accept claim to refund of the amount
8-2 The Licensee shall have right of cancel this Agreement by
dispose Licensed Products. In this case, the amount Licensee paid
shall not be refunded by any reason.
8-3 Upon termination or cancellation of this Agreement, Licensee
shall return to Licensor or destroy Licensed Products.
9. COMPLIANCE FOR EXPORTATION Licensee shall not attempt to ship,
transfer, or re-export Licensed Product to other countries that are
prohibited in the laws of Japan and shall comply with the law on the
export of Japan. If the Licensee has exported or used Licensed
Products to the outside of Japan, Licensee shall bear all the
responsibilities arising from the act.
10-1 This Agreement shall constitute the entire agreement between
the parties with respect to any and all subjects and shall supersede
all previous negotiations, understandings and agreements the parties
10-2 This Agreement is executed in Japanese edition, and all
correspondence between the parties shall be in Japanese. In case,
there are contradictions between Japanese Agreement and English
Translation, Japanese agreement will be applied.
10-3 This Agreement shall be governed by and construed in
accordance with the laws of Japan.
10-4 The parties agree that any disputes arising out of this
Agreement shall be brought to before the Yokohama District Court of
Japan for the first instance.