SEIKO EPSON CORPORATION

SOFTWARE LICENSE AGREEMENT

IMPORTANT! READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.  
IF YOU ACQUIRE THIS PRODUCT IN AUSTRALIA, SECTIONS 10 - 17 OF THIS DOCUMENT MAY APPLY TO YOU. SECTIONS 11 AND 14 DESCRIBE WHEN THESE SECTIONS MAY APPLY. SECTIONS 10 - 17 SET OUT MANDATORY STATUTORY PROTECTIONS WHICH CANNOT BE EXCLUDED UNDER LAW. WHERE INDICATED, OTHER TERMS IN THIS AGREEMENT ARE SUBJECT TO SECTIONS 10 - 17.
The computer software product, fontware, typefaces and/or data, including any accompanying explanatory written materials (the "Software") should only be installed or used by the Licensee ("you") on the condition you agree with SEIKO EPSON CORPORATION (including its affiliates, "EPSON") to the terms and conditions set forth in this Agreement.  
By installing or using the Software, you are representing to agree all the terms and conditions set forth in this Agreement.  You should read this Agreement carefully before installing or using the Software.  If you do not agree with the terms and conditions of this Agreement, you are not permitted to install or use the Software.

1. License.  EPSON and its suppliers grant you a personal, nonexclusive, royalty-free, non-sublicensable limited license to install and use the Software on any single computer, or any replacement for that computer only for the purpose of developing your application software and/or driver software to be used with EPSON's inkjet printer products (the "Purpose").  You may also make copies of the Software as necessary for the Purposes, provided that the copyright notice is reproduced in its entirety on such copies.  The term "Software" shall include the software components, media, all copies made by you and any upgrades, modified versions, updates, additions and copies of the Software licensed to you by EPSON or its suppliers.  EPSON and its suppliers reserve all rights not granted herein.

2. Other Rights and Limitations.  The Software is licensed as a single unit, and its component programs may not be separated.  You agree to use the Software only for the Purposes.  You agree (i) not to copy, modify, adapt and/or translate the Software, (ii) not to distribute and/or transfer the Software to the other persons and/or entities, (iii) not to permit the other persons and/or entities to use the Software, (iv) not to attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, and (v) not to rent, lease, sublicense or lend the Software to the other persons and/or entities.  Further, you agree not to place the Software onto a server so it is accessible via a public network such as the Internet. 

3. Ownership.  Title, ownership rights, and intellectual property rights in and to the Software and any copies thereof shall remain with EPSON or its suppliers.  There is no transfer to you of any title to or ownership of the Software and this License shall not be construed as a sale of any rights in the Software.  The Software is protected by Japanese Copyright Law and international copyright treaties, as well as other intellectual property laws and treaties.  Except as otherwise provided in this Agreement, you may not copy the Software.  You also agree not to remove or alter any copyright and other proprietary notices on any copies of the Software.

4. Protection and Security.  You agree to use your best efforts and take all reasonable steps to safeguard the Software to ensure that no unauthorized person has access to them and that no unauthorized copy, publication, disclosure or distribution of any of the Software is made.  You acknowledge that the Software contains valuable, confidential information and trade secrets, that unauthorized use and copying are harmful to EPSON and its suppliers, and that you have a confidentiality obligation as to such valuable information and trade secrets.

5. Limited Warranty.  Subject to Sections 11 and/or 14 (which may apply to you if you acquire goods and services from EPSON in Australia): 

5.1  You acknowledge and agree that the use of the Software is at your sole risk.  THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND.  EPSON AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.  THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES FOR EPSON'S AND ITS SUPPLIERS' BREACH OF WARRANTY.  EXCEPT FOR THE FOREGOING LIMITED WARRANTY, EPSON AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  Some states or jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.  This warranty gives you specific legal rights.  You may have other rights which vary from state to state or jurisdiction to jurisdiction.

5.2  IN NO EVENT WILL EPSON OR ITS SUPPLIERS BE LIABLE TO YOU, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OR WARRANTY, MISREPRESENTATION OR OTHERWISE, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF EPSON, ITS SUPPLIERS OR ANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.  Some states or jurisdictions, however, do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitations may not apply to you.

6. Termination.  Subject to Section 14 (which may apply to you if you acquire goods and services from EPSON in Australia), without prejudice to any other rights EPSON has, this Agreement shall automatically terminate upon failure by you to comply with its terms.  You may also terminate this Agreement at any time by uninstalling and returning the Software and all copies thereof to EPSON.  Upon the termination of this Agreement and/or upon EPSON's request, you shall immediately return the Software and all copies thereof to EPSON.

7. Export Restriction.  You agree not to transfer, export or re-export the Software and any data or information which you obtained from EPSON or use the Software without a proper license under Japanese law, restrictions and regulations, or the laws of the jurisdiction in which the Software is obtained.

8. Governing Law and General Provisions.  Subject to Section 14 (which may apply to you if you acquire goods and services from EPSON in Australia), this Agreement shall be governed and construed under by the laws of Japan without regard to its conflicts of law rules.   This Agreement is the entire agreement between the parties with respect to the Software, and supersedes any purchase order, communication, advertisement, or representation concerning the Software.  This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns and legal representatives.  If any provision herein is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  This Agreement may only be modified in writing signed by an authorized officer of EPSON. 

9. U.S. Government End Users.  If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply.  The Government agrees:
(i) if the Software is supplied to the Department of Defense (DoD), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA supplement to the FAR.

THE FOLLOWING SECTIONS 10 - 17 OF THIS DOCUMENT MAY APPLY TO YOU IF YOU ACQUIRE GOODS OR SERVICES IN AUSTRALIA (SEE SECTIONS 11 AND 14 FOR FURTHER INFORMATION AS TO WHEN THESE SECTIONS APPLY)

10. Definitions.  For the purpose of the following Sections 10 - 17 of this Agreement, the Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

11. Acquiring Product as a Consumer.  If you acquire the Software in Australia as a consumer under the Australian Consumer Law, which can include individuals or businesses or other entities of any size, this Agreement is subject to the following Sections 12 and 13.

12. Australian Consumer Law.  Nothing in this Agreement applies where it would exclude, restrict or modify any right or remedy you may have under the Australian Consumer Law if such right or remedy cannot lawfully be excluded, restricted or modified.
Notwithstanding anything to the contrary in this Agreement, if you acquire goods (other than goods acquired for the purpose of resupply) and services from EPSON as a consumer, they come with statutory guarantees under the Australian Consumer Law that are not excluded by any other terms of this Agreement.
The statutory guarantees include (without limitation) the following:

Goods must be of acceptable quality. This means they must:
-be safe;
-be free from defects;
-be acceptable in appearance and finish;
-do all the things someone would normally expect them to do;
-match any demonstration model or sample;
-be fit for the purpose which EPSON has represented to you it would be fit for;
-match the description of the goods given by EPSON; and
-meet any express warranty given by EPSON to you at the time of your purchase about their performance, condition and quality.

Services provided by EPSON must:
-be provided with due care and skill or technical knowledge;
-be fit for the purpose or give the results that have been agreed to; and
-be delivered within a reasonable time when there is no agreed end date.

To the extent that EPSON fails to comply with a consumer guarantee applicable to you under the Australian Consumer Law you are entitled to the remedies as set out in the Australian Consumer Law. For major failures with the service, you are entitled:
-to cancel your service contract with EPSON; and
-to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to choose a refund or replacement for major failures with goods. 

If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.

13. Limited Warranty.  Section 5.1 will not apply to you. The following section will apply instead:

EXCEPT THAT NOTHING IN THIS CLAUSE EXCLUDES, RESTRICTS OR MODIFIES ANY WARRANTIES, GUARANTEES, RIGHTS OR REMEDIES WHICH CANNOT BE EXCLUDED UNDER THE AUSTRALIAN CONSUMER LAW: 
(1) THE SOFTWARE IS PROVIDED gAS ISh AND WITHOUT ANY WARRANTY OF ANY KIND; (2) EPSON AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE; (3) EPSON does not warrant that the operation of the Software will be uninterrupted, error free, free from viruses or other harmful components or vulnerabilities, or that the functions of the Software will meet your needs or requirements; (4) EPSON is not liable for performance delays or for non-performance due to causes beyond its reasonable control; and (5) EPSON DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

14. Acquiring Product under a Consumer or Small Business Contract.  If:
(a) you are an individual and you acquire the Software wholly or predominantly for personal, domestic or household use or consumption; or
(b) this agreement constitutes a small business contract (as that term is defined in the Australian Consumer Law from time to time),
then the following Sections 10 - 17 will apply to you.

15. Limitation of Liability.  Section 5.2 will not apply to you. The following section will apply instead of:

Subject to Section 11, IN NO EVENT WILL A PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ARISING OUT OF THIS AGREEMENT, EVEN IF THAT PARTY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Termination.  Section 6 will not apply to you. The following section will apply instead of:

Without prejudice to any other rights of the parties, each party may terminate this Agreement, effective on notice to the other party, if the other party fails to comply with this Agreement. Upon termination, you must cease using the Software, and all copies thereof, must be immediately destroyed.

17. Governing Law and General Provisions.  Section 8 will not apply to you. The following section will apply instead of:

This Agreement shall be governed and construed under by the laws of Japan without regard to its conflicts of law rules.  This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns and legal representatives.  If any provision herein is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  

2023