EPSON END USER SOFTWARE LICENSE AGREEMENT

NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS PRODUCT.

IF YOU ACQUIRE THIS PRODUCT IN AUSTRALIA, SECTIONS 17-19 OF THIS DOCUMENT MAY APPLY TO YOU. SECTIONS 18.1 AND 19.1 DESCRIBE WHEN THESE SECTIONS MAY APPLY. SECTIONS 17-19 SET OUT MANDATORY STATUTORY PROTECTIONS WHICH CANNOT BE EXCLUDED UNDER LAW. WHERE INDICATED, OTHER TERMS IN THIS AGREEMENT ARE SUBJECT TO SECTIONS 17-19.

IF YOU ARE LOCATED IN THE UNITED STATES, SECTIONS 20-23 OF THIS DOCUMENT APPLY TO YOU. SECTION 22 CONTAINS A BINDING ARBITRATION PROVISION THAT LIMITS YOUR ABILITY TO SEEK RELIEF IN A COURT BEFORE A JUDGE OR JURY, AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS FOR CERTAIN DISPUTES. AN “OPT-OUT” IS AVAILABLE UNDER SECTION 22.7 FOR THOSE WHO WISH TO BE EXCLUDED FROM THE ARBITRATION AND CLASS WAIVER.

This is a legal agreement (“Agreement”) between you (an individual or entity, referred to hereinafter as “you”) and Epson (Epson means Seiko Epson Corporation or affiliated companies of Seiko Epson Corporation according to your residence (for entity, referring to the location of the head office, and collectively referred to as “Residence”), collectively referred to hereinafter as the “Epson”) for the software programs, including any related documentation, firmware, or updates (collectively referred to hereinafter as the “Software”) you purchased. BEFORE INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU NEED TO REVIEW AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THE EPSON PRIVACY POLICY stated in Section 16 AND THE TERMS AND CONDITIONS OF SOFTWARE PURCHASE (i.e. software price, license term, etc.). If you do not agree with the terms and conditions of this Agreement and therefore do not begin to use the Software, return the Software, along with the packaging and related materials, to Epson or the place of purchase for a full refund.

If you agree, click on the Agree (“ACCEPT”, “OK” or any similar representation of agreement) button if any. If you do not agree, click on the Disagree (“EXIT”, “Cancel” or any similar representation of disagreement) button if any.

Please note that some of software programs accompanying the Software may require the purchase of a separate paid license in order to make them available for your use.

1.         Grant of License. Subject to your compliance with the terms and conditions of this Agreement, Epson grants you a limited, nonexclusive, nonsublicensable and nonassignable license to:

(i) use the Software solely for the purpose of operating Epson brand robot controller and its peripheral product (the “Epson Hardware”) controlled by You; (ii) transfer all of your rights to use the Software to another person or legal entity, provided that the recipient also agrees to the terms of this Agreement and you transfer all of the enclosed materials of this Agreement, including all backup copies for the Software to such person or entity. Your license rights under this Section will automatically terminate upon such transfer; and

(iii) additional License expressly set forth in additional terms.

For avoidance of doubt, if any additional terms and conditions specific to the Software are set forth in an appendix of this Agreement, you must also comply with those additional terms and conditions.

2.         Upgrades and Updates. Epson may, from time to time, issue an upgrade, updated version, modified version, or additions to or for the Software (collectively, “Updates”). You acknowledge that Epson has no obligation to provide you with any Updates to the Software.

3.         Other Rights and Limitations. You agree not to use or copy the Software in any way, except as otherwise licensed herein, or transfer your rights licensed under this Agreement in any way, except as otherwise licensed herein. You agree not to modify, adapt or translate the Software and further agree not to attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. You agree to comply with any technical limitations in the Software that allow you to use the Software only in certain ways and not to use the Software in any ways that circumvents any technical limitations in the Software. You may not sublicense, rent, lease, distribute, lend the Software to third parties, except as otherwise licensed herein. The Software is licensed as a single unit, and its component programs may not be separated for some other use. Further, you agree not to place the Software onto or into a shared environment accessible via a public network such as the Internet or otherwise accessible by others other than licensed herein. Furthermore, upon purchasing and using the Software, you are also required to comply with the terms and conditions of software purchase.

4.         Ownership. Title, ownership rights, and intellectual property rights in and to the Software shall remain with Epson or its licensors and suppliers. The Software is protected by United States Copyright Law, copyright laws of Japan and international copyright treaties, as well as other intellectual property laws and treaties. 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. You agree not to remove or alter any copyright, trademark, registered mark and other proprietary notices on any copies of the Software. Epson and/or its licensors and suppliers reserve all rights not granted. The Software may also contain images, illustrations, designs and photos (“Materials”), and the copyright of such material belongs to Epson and/or its licensors and suppliers, protected by national and/or international intellectual property laws, conventions and treaties.

5.         Open Source and Other Third-Party Components. Notwithstanding the foregoing license grant, you acknowledge that certain components of the Software may be covered by third-party licenses, including so-called “open source” software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format (such third-party components, “Third-Party Components”). A list of Third-Party Components, and associated license terms (as required), for particular versions of the Software is indicated at https://support.epson.net/terms/, the end of this Agreement, relevant user manual/storage media, or the license information displayed on your Device/in Software. To the extent required by the licenses covering Third-Party Components, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Third-Party Components prohibit any of the restrictions in this Agreement with respect to such Third-Party Components, such restrictions will not apply to such Third-Party Component.

6.         Disclaimer of Warranty and Remedy. Subject to Section 18.1 (which may apply to you if you acquire goods and services from Epson in Australia), 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. 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. Epson’s sole, exclusive and entire liability and your exclusive remedy for breach of warranty shall be limited to a refund of the price paid for the Software. Epson is not liable for performance delays or for nonperformance due to causes beyond its reasonable control. This Limited Warranty is void if failure of the Software resulted from accident, abuse, or misapplication. THE STATED LIMITED WARRANTIES AND REMEDY ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS. EPSON DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, RECENCY, COMPLETENESS, AND ACCURACY. SOME STATES OR JURISDICTIONS, HOWEVER, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, AND IN SUCH STATES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

7.         Limitation of Liability. Subject to Section 18.1 and/or 19.1 (which may apply to you if you acquire goods and services from Epson in Australia), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EPSON OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, WHATSOEVER, WHETHER DIRECT, 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 THE EXERCISE OF RIGHT UNDER THIS AGREEMENT, OR ARISING OUT OF THIS AGREEMENT, EVEN IF EPSON OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN TRANSACTIONS, AND IN SUCH STATES, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. IRRESPECTIVE OF WHETHER THE ABOVE RESTRICTIONS APPLY, EPSON’S TOTAL LIABILITY FOR DAMAGES (CUMULATIVE LIABILITY) SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SOFTWARE.

8.         U.S. Government Acquisition of the Software. This Section applies to all acquisitions of the Software by or for the U.S. Government (“Government”), or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, “other transaction” (“OT”), or other activity with the Government. By accepting delivery of the Software, the Government, any prime contractor, and any subcontractor agree that the Software qualifies as “commercial” computer software within the meaning of FAR Part 12, paragraph (b) of FAR Subpart 27.405, or DFARS Subpart 227.7202, as applicable, and that no other regulation, or FAR or DFARS data rights clause, applies to the delivery of this Software to the Government. Accordingly, the terms and conditions of this Agreement govern the Government’s (and the prime contractor and subcontractor’s) use and disclosure of the Software, and supersede any conflicting terms and conditions of the contract, grant, cooperative agreement, OT, or other activity pursuant to which the Software is delivered to the Government. If this Software fails to meet the Government’s needs, if this Agreement is inconsistent in any respect with Federal law, or if the above cited FAR and DFARS provisions do not govern, the Government agrees to return the Software, unused, to Epson.

9.         Export Restriction. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by export control laws in the United States and other countries or any other export laws, restrictions or regulations.

10.       Entire Agreement. Subject to Section 19.1 (which may apply to you if you acquire goods and services from Epson in Australia), this Agreement is the entire agreement between the parties related to the Software and supersedes any purchase order, communication, advertisement, or representation concerning the Software.

11.       Binding Agreement; Assignees. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, assigns and legal representatives.

12.       Severability. If any provision herein is found void or unenforceable by a court of competent jurisdiction (subject to Section 22.8 and 22.9 if you are a located in the U.S.), it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

13.       Indemnification. Subject to Section 19.1 (which may apply to you if you acquire goods and services from Epson in Australia), you agree that you will indemnify and hold harmless, and upon Epson’s request, defend Epson and its directors, officers, shareholders, employees and agents from and against any and all losses, liabilities, damages, costs, expenses (including reasonable attorneys’ fees), actions, suits, and claims arising from (i) any breach of any of your obligations in this Agreement or (ii) any use of the Software. If Epson asks you to defend any such action, suit or claim, Epson will have the right, at its own expense, to participate in the defense thereof with counsel of its choice. You will not settle any third-party claims for which Epson is entitled to indemnification without the prior written approval of Epson.

14.       Termination. 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.

15.       Capacity and Authority to Contract. You represent that you are of the legal age of majority in your state or jurisdiction of residence and have all necessary authority to enter into this Agreement, including, if applicable, due authorization by your employer to enter into this Agreement. Epson represents that it has all necessary authority to enter into this Agreement.

16.       Privacy, Information Processing. The Software may have the ability to connect over the Internet to transmit data to and from your Device. For example, if you install the Software, the Software may cause your Device to send information about your Epson Hardware and/or the Software such as model and serial number, country identifier, language code, operating system information, and usage information to an Epson Internet site which may return promotional or service information to your Device for display. Any processing of information provided through the Software, shall be according to applicable data protection laws and the Epson Privacy Policy located at https://global.epson.com/privacy/area_select_confirm_eula.html. To the extent permitted by applicable laws, by agreeing to the terms of this Agreement and by installing the Software, you consent to the processing and storage of your information in and/or outside your country of residence. If there is a specific privacy policy incorporated into the Software and/or displayed when you use the Software (for example, in the case of certain software application software), such specific privacy policy shall prevail over the Epson Privacy Policy stated above.

(THE FOLLOWING SECTIONS 17-19 OF THIS DOCUMENT MAY APPLY TO YOU IF YOU ACQUIRE GOODS OR SERVICES IN AUSTRALIA (SEE SECTIONS 18.1 AND 19.1 FOR FURTHER INFORMATION AS TO WHEN THESE SECTIONS APPLY)

17.       Definition. For the purpose of the following Sections 18-19 of this Agreement, the Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

18.1      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 18.2 and 18.3.

18.2      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.

18.3      Disclaimer of Warranty and Remedy. Section 6 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 “AS IS” 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, COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, RECENCY, COMPLETENESS, AND ACCURACY.

19.1      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 19.2-19.3 will apply to you.

19.2      Limitation of Liability. Section 7 will not apply to you. The following section will apply instead:

Subject to Section 18.1, 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 THE EXERCISE OF RIGHT UNDER THIS AGREEMENT, OR ARISING OUT OF THIS AGREEMENT, EVEN IF THAT PARTY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY’S TOTAL LIABILITY FOR DAMAGES (CUMULATIVE LIABILITY) SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SOFTWARE.

19.3      Entire Agreement; Indemnification. Sections 10 (Entire Agreement) and 13 (Indemnification) will not apply to you.

(IF YOU ARE LOCATED IN THE UNITED STATES, THE FOLLOWING SECTIONS 20-23 APPLY TO YOU)

20.       Downloadable Updates. You may also be able to download from an Epson Internet site updates or upgrades to the Software if such updates or upgrades are made available. If you agree to install the Software, any transmissions to or from the Internet, and data collection and use, will be in accordance with Epson’s then-current Privacy Policy, and by installing the Software you agree that such then-current Privacy Policy shall govern such activities.

21.       Epson Accounts and Promotional Messages. In addition, if you install the Software and register your Epson Hardware with Epson, and/or you create an account at the Epson Store, and provided your consent to such use, you agree that Epson may merge the data collected in connection with installation of the Software, registration of your Epson Hardware and/or creation of your Epson Store account, consisting of personal information and non-personally identifiable information, and use such merged data to send you Epson promotional or service information. If you do not wish to send information about your Epson Hardware or receive promotional or service information, you will be able to disable these features on a Windows system through the Monitoring Preferences section in the driver. On a Mac operating system, you can disable these features by uninstalling the Epson Customer Research Participation and Low Ink Reminder software.

22.       DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS

22.1       Disputes. The terms of this Section 22 shall apply to all Disputes between you and Epson. The term “Dispute” is meant to have the broadest meaning permissible under law or in equity and includes any past, present, or future dispute, claim, controversy or action between you and Epson including those that arose before the existence of this or any prior Agreement arising out of or relating to this Agreement (including its formation, performance, or breach), the Software, Epson Hardware, the parties’ relationship with each other and/or any other transaction involving you and Epson, whether in contract, or with respect to warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis.  However, a “Dispute” does not include a claim or cause of action for (a) trademark infringement or dilution, (b) patent infringement, (c) copyright infringement or misuse, or (d) trade secret misappropriation (an “IP Claim”). A “Dispute” also does not include a request for public injunctive relief. You and Epson agree, consistent with Section 22.6(a), that a court, not an arbitrator, may decide if a claim or cause of action is for an IP Claim, as well as whether a claim seeks public injunctive relief. 

22.2       Initial Dispute Resolution. Before submitting a claim for arbitration in accordance with this Section 22, you and Epson agree to try, for sixty (60) days, to resolve any Dispute informally. If Epson and you do not reach an agreement to resolve the Dispute within the sixty (60) days, you or Epson may commence an arbitration in accordance with Section 22.6. Notice to Epson must be addressed to: Epson America, Inc., ATTN: Legal Department, 3131 Katella Avenue, Los Alamitos, CA 90720-2335. Any notice of the Dispute shall include the sender’s name, address and contact information, the facts giving rise to the Dispute, and the relief requested. Any notice sent to you will be sent to the most recent address Epson has in its records for you. For this reason, it is important to notify us if your address changes by emailing us at EAILegal@ea.epson.com or writing us at the address above. You and Epson agree to act in good faith to resolve the Dispute before commencing arbitration in accordance with this Section 22. To minimize the cost and inconvenience to all parties, and to promote prompt resolution of Disputes, you and we agree that engaging in this initial dispute resolution process is a material term of this Agreement and a requirement that must be fulfilled before commencing any arbitration.

Consistent with Section 22.6(a), you and Epson agree that any disagreements regarding compliance with this Section 22.2 shall be decided by a court, not an arbitrator; pending resolution of any such disagreements by a court, which may include requests to compel compliance with this Section 22.2, you and we agree that arbitration (as well as any obligation to pay arbitration fees) shall be stayed until the initial dispute resolution process in Section 22.2 is complete. You and Epson acknowledge that either party’s failure to comply with the provisions of this Section 22.2 would irreparably harm the other, and you and Epson agree that a court may issue an order staying arbitration (and any obligation to pay arbitration fees) until the initial dispute resolution process in this Section 22.2 is complete.

22.3       Binding Arbitration. If we do not reach an agreed upon solution within a period of sixty (60) days from the time informal dispute resolution is pursued pursuant to Section 22.2 above, then either party may initiate binding arbitration. Except as stated below in Section 22.4, you and Epson agree that all Disputes shall be resolved by binding arbitration according to this Agreement. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING, AND YOUR RIGHT TO DISCOVERY AND GROUNDS FOR APPEAL ARE MORE LIMITED THAN IN COURT. Pursuant to this Agreement, and except as stated below in Section 22.6(h), binding arbitration shall be administered by JAMS, a nationally recognized arbitration provider, pursuant to the JAMS Streamlined Arbitration Rules and Procedures or its applicable code of procedures then in effect for consumer related disputes, but excluding any rules that permit class  arbitration. For more detail on the procedure to initiate arbitration and what your demand for arbitration should include, see Sections 22.6(g) and 22.6(h) below. You and Epson understand and agree that (a) the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this Section 22, (b) this Agreement memorializes a transaction in interstate commerce, and (c) this Section 22 shall survive termination of this Agreement.

22.4       Exception - Small Claims Court. Notwithstanding the parties’ agreement to resolve Disputes through arbitration, either party can elect to have an individual claim resolved in small claims court of your state or municipality if the action is within that court’s jurisdiction, even if the claim was initiated by another party in a different forum.

22.5       WAIVER OF CLASS ACTION AND CLASS ARBITRATION. YOU AND EPSON AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS action or class arbitration. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 22.3 shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

22.6       Arbitration Procedure.

a)   The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, except for requests for public injunctive relief, if any, which shall be decided by a court, not an arbitrator. If either party seeks public injunctive relief, that request for relief shall be severed from any arbitration proceeding and stayed pending a final determination of the arbitration. Nothing in Section 22 of this Agreement shall be construed as a waiver of either party’s right to seek public injunctive relief, and you and we agree to cooperate to effect the stay of any requests for public injunctive relief.

The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, and consistent with Sections 22.1, 22.2, 22.6(a) and 22.6(h) of this Agreement, a court may determine: (i) the limited question of whether a claim or cause of action is for an IP Claim, which is excluded from the definition of “Disputes” in Section 22.1 above; (ii) disagreements regarding compliance with the initial dispute resolution provisions in Section 22.2 above; (iii) disagreements regarding claims for public injunctive relief as set forth in this Section 22.6(a); and/or (iv) disagreements regarding the provisions for “Mass Arbitration” in Section 22.6(h) below.

b)   Costs of Arbitration and Legal Fees. In some instances, the costs of arbitration can exceed the costs of litigation. Each party will have the right to use legal counsel in connection with arbitration at its own expense. If, however, the arbitrator determines that a claim or defense asserted by you or Epson is patently frivolous or in bad faith, the arbitrator may award the reasonable legal fees and costs incurred by the other party defending against the claim or defense. By way of illustration only, and without limitation, a patently frivolous claim may be found where it is based on a product never purchased by a claimant.

c)   Discovery. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration. The right to discovery may be more limited in arbitration than in court.

d)   Awards. The arbitrator’s award is binding and may be entered as a judgment in any court of competent jurisdiction.

e)   Hearing Format and Location.  You may choose to engage in arbitration hearings by telephone or, if you and we both agree, to conduct it online, in lieu of appearing live. Arbitration hearings not conducted by telephone or online shall take place in a location reasonably accessible from your primary residence, or in Orange County, California, at your option.

f)   Settlement Offers. During the arbitration, the amount of any settlement offer made shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Epson is entitled.

g)   Initiation of Arbitration Proceeding Before JAMS. Except as stated in Section 22.6(h) below, if you or Epson commences arbitration, the arbitration shall be governed by the JAMS Streamlined Arbitration Rules and Procedures or the applicable rules of JAMS that are in effect when the arbitration is filed, excluding any rules that permit arbitration on a class-wide basis (the “JAMS Rules”), available at http://www.jamsadr.com or by calling 1-800-352-5267, and under the rules set forth in this Agreement. All Disputes shall be resolved by a single neutral arbitrator, which shall be selected in accordance with the JAMS Streamlined Arbitration Rules and Procedures, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. If either you or Epson decides to arbitrate a Dispute before JAMS, both parties agree to the following procedure:

(i)  Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. The demand also must identify the product purchased, identify the date and place of purchase and, if possible, provide the serial number and proof of purchase. You can find a copy of a demand for arbitration at http://www.jamsadr.com.

(ii)  Send three copies of the demand for arbitration, plus the appropriate filing fee, to: JAMS, 500 North State College Blvd., Suite 600 Orange, CA 92868, U.S.A.

(iii) Send one copy of the demand for arbitration to the other party (at the same address as the notice of a dispute, above in section 22.2), or as otherwise agreed by the parties.

h)   Initiation of Mass Arbitration Before FedArb. Notwithstanding Sections 22.3 and 22.6(g), if 20 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact, and counsel for the parties submitting the demands are the same or coordinated, you and we agree that this will constitute a “Mass Arbitration.”

If a Mass Arbitration is commenced, you and we agree that it shall not be governed by JAMS Rules or administered by JAMS. Instead, a Mass Arbitration shall be administered by FedArb, a nationally recognized arbitration provider, and governed by the FedArb Rules in effect when the Mass Arbitration is filed, excluding any rules that permit arbitration on a class-wide basis (the “FedArb Rules”), and under the rules set forth in this Agreement. The FedArb Rules are available at https://www.fedarb.com/ or by calling 1-650-328-9500. You and we agree that the Mass Arbitration shall be resolved using FedArb’s Framework for Mass Arbitration Proceedings ADR-MDL, available at https://www.fedarb.com/.

Before any Mass Arbitration is filed with FedArb, you and we agree to contact FedArb jointly to advise that the parties intend to use FedArb’s Framework for Mass Arbitration Proceedings ADR-MDL. The individual demands comprising the Mass Arbitration shall be submitted on FedArb’s claim form(s) and as directed by FedArb.

Consistent with Section 22.6(a) above, you and Epson agree that if either party fails or refuses to commence the Mass Arbitration before FedArb, you or Epson may seek an order from a court of competent jurisdiction compelling compliance with this Section 22.6(h) and compelling administration of the Mass Arbitration before FedArb. Pending resolution of any such requests to a court, you and we agree that all arbitrations comprising the Mass Arbitration (and any obligation to pay arbitration fees) shall be stayed. You and Epson acknowledge that either party’s failure to comply with the provisions of this Section 22.6(h) would irreparably harm the other, and you and Epson agree that a court may issue an order staying the arbitrations (and any obligation to pay arbitration fees) until any disagreements over the provisions of this Section 22.6(h) are resolved by the court.

22.7       30 Day Opt-out Right. You may elect to opt-out (exclude yourself) from the final, binding, individual arbitration procedure and waiver of class proceedings set forth in Sections 22.3 to 22.6 of this Agreement by sending a written letter to the Epson address listed above in Section 22.2 within thirty (30) days of your assent to this Agreement that specifies (i) your name, (ii) your mailing address, and (iii) your request to be excluded from the final, binding individual arbitration procedure and waiver of class proceedings specified in this Section 22.  In the event that you opt-out consistent with the procedure set forth above, all other terms set forth in the Agreement, including this Section 22, shall continue to apply, including the requirement to provide notice prior to litigation. If you opt-out of these arbitration provisions, Epson will also not be bound by them.

22.8       Amendments to Section 22. Notwithstanding any provision in this Agreement to the contrary, you and Epson agree that if Epson makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to Epson’s address) in this Agreement, Epson will obtain your affirmative assent to the applicable amendment. If you do not affirmatively assent to the applicable amendment, you are agreeing that you will arbitrate any Dispute between the parties in accordance with the language of this Section 22 (or resolve disputes as provided for in Section 22, if you timely elected to opt-out) when you first assented to this Agreement.

22.9       Severability. If any provision in this Section 22 is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class actions as provided in Section 22.5. This means that if Section 22.5 is found to be unenforceable, the entire Section 22 (but only Section 22) shall be null and void.

23.       For New Jersey Residents. NOTWITHSTANDING ANY TERMS SET FORTH IN THIS AGREEMENT, IF ANY OF THE PROVISIONS SET FORTH IN SECTIONS 6 OR 7 ARE HELD UNENFORCEABLE, VOID OR INAPPLICABLE UNDER NEW JERSEY LAW, THEN ANY SUCH PROVISION SHALL NOT APPLY TO YOU BUT THE REST OF THE AGREEMENT SHALL REMAIN BINDING ON YOU AND EPSON. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT IS INTENDED TO, NOR SHALL IT BE DEEMED OR CONSTRUED TO, LIMIT ANY RIGHTS AVAILABLE TO YOU UNDER THE TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT.

24. Other Governing Law and General Matters

(IF YOU ARE LOCATED IN JAPAN, THE FOLLOWING SECTION APPLYS TO YOU)

24.1 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Japan, without giving effect to its conflicts of laws provisions. In case of any dispute regarding the Software between you and Epson, the Tokyo District Court shall be the agreed court with exclusive jurisdiction. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded in all cases.

(IF YOU ARE LOCATED IN EUROPE, MIDDLE EAST and AFRICA, THE FOLLOWING SECTION APPLYS TO YOU)

24.2 Governing Law and Jurisdiction. This section shall apply to all disputes between you and Epson. Any dispute between you and Epson, whether in contract or in tort, shall be heard and determined by the courts of Amsterdam in the Netherlands, unless we give notice to you requiring it to be heard and determined in a country in which you have you Residence. You irrevocably consent to the registration and enforcement in and by the courts of any other country of any judgement obtained against you in the Courts of Amsterdam in the Netherlands, or such other permitted country, and undertake not to challenge or obstruct any such registration or enforcement proceedings.

(IF YOU ARE LOCATED IN SOUTHEAST ASIA, THE FOLLOWING SECTION APPLYS TO YOU)

24.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the country in which you have Residence. This section shall apply to all disputes between you and Epson. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and to be administered by the Singapore International Arbitration Centre. The number of arbitrators shall be one (1), and such arbitrator shall be appointed by Epson. The place and seat of arbitration shall be the country in which you have Residence, unless otherwise determined by Epson. You agree that the decision of the arbitrator shall be final and binding, and you undertake not to challenge or obstruct any such registration or enforcement proceedings. The language used in the arbitration proceedings shall be English.

[2024]

Appendix: Additional terms and conditions specific to the Software.

A-1. Additional Restrictions for software listed in Table A.

(i) Use of the Software is granted only on a single hardware on which the Software is recorded at the time You purchase the Software ("Designated Hardware").

(ii) Transfer of the Software is granted, provided that the Designated Hardware is transferred with the Software.

(iii) Use of the software requires the use of Windows® 10 IoT Enterprise 2019 LTSC incorporated in the Designated Hardware. Use of Windows® 10 IoT Enterprise 2019 LTSC is subject to "MICROSOFT SOFTWARE LICENSE TERMS" indicated at the end of this Agreement and is not subject to this Agreement. To the extent there is any conflict between the "MICROSOFT SOFTWARE LICENSE TERMS" and this Agreement, the "MICROSOFT SOFTWARE LICENSE TERMS" shall supersede this Agreement.

(iv) The Designated Hardware is not designed or marketed as thin client device. Some features of Windows® 10 IoT Enterprise 2019 LTSC require camera, microphone, speakers and/or advanced hardware.

A-2. Notice for software listed in Table A.

(i) The Software includes part of XVL Kernel, which is the copyrighted work of Lattice Technology Co., Ltd., as Third-Party Components, and the copyright and other rights therein belong to Lattice Technology Co., Ltd provided that the Software is "Epson RC+ x.x" other than "Epson RC+ x.x Express Edition" where each of the x.x represents its software version number.

B-1. Additional Restrictions for software listed in Table B1.

(i) Use of the software requires the purchase of a separate paid license in addition to one of the software listed in Table A.

(ii) Use of the software is granted only for the Epson brand robot controller associated with the software, where such association is limited in a manner specified by Epson.

(iii) Notwithstanding the foregoing, use of the software listed in Tables B1 is limited to the software that is compatible with the software listed in Table A.

B-2. Additional Restrictions for software listed in Table B2.

(i) Use of the software requires the purchase of a separate paid license in addition to one of the software listed in Table A.

(ii) Use of the software is granted only for a single computer connected to an USB device associated with the software, where such association is limited in a manner specified by Epson.

(iii) Notwithstanding the foregoing, use of the software listed in Tables B2 is limited to the software that is compatible with the software listed in Table A.

Table A

RC+ 7.0

Table B1

External Control Point 7.0

RC+API 7.0

Vision Guide 7.0

EPSON OPC UA for Robotics Part1

Conveyor Tracking 7.0

GUI Builder 7.0

OCR 7.0

Fieldbus Master 7.0

Part Feeding 7.0

Epson RC+ Express Edition Advanced Option

FC 3rd Party sensor 7.0

Arm Length Calibration 7.0

PLC function block

Safety Function 7.0 (SLS/SLP)

VRT 7.0

EPSON RC+7.0 (for EPSON Spectroscopic Vision)

Table B2

External Control Point 7.0 for USB

RC+API 7.0 for USB

Vision Guide 7.0 for USB

EPSON OPC UA for Robotics Part1 License for USB

Conveyor Tracking 7.0 for USB

GUI Builder 7.0 for USB

OCR 7.0 for USB

Fieldbus Master 7.0 for USB

Part Feeding 7.0 License for USB

Epson RC+ 7.0 Express Edition Advanced License for USB

FC Option for 3rd Party sensor for USB

Safety Function 7.0 (SLS/SLP) for USB

VRT 7.0 for USB

[CV2-SV Ver1.0/2024]

Updated April 2024

MICROSOFT SOFTWARE LICENSE TERMS

WINDOWS IOT ENTERPRISE (ALL EDITIONS)                                                 

　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　

IF YOU LIVE IN (OR IF YOUR PRINCIPAL PLACE OF BUSINESS IS IN) THE UNITED STATES, PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 8. IT AFFECTS HOW DISPUTES ARE RESOLVED.

Thank you for choosing Microsoft! 

Depending on how you obtained the Windows software, this is a license agreement between (i) you and the device manufacturer or software installer that distributes the software with your device; or (ii) you and Microsoft Corporation (or, based on where you live or, if a business, where your principal place of business is located, one of its affiliates) if you acquired the software from a retailer. Microsoft is the device manufacturer for devices produced by Microsoft or one of its affiliates, and Microsoft is the retailer if you acquired the software directly from Microsoft. If you are a volume license customer, use of this software is subject to your volume license agreement rather than this agreement.

This agreement describes your rights, obligations, and the conditions upon which you may use the Windows software. You should review the entire agreement, including any supplemental license terms that accompany the software and any linked terms, because all of the terms are important and together create this agreement that applies to you. You can review linked terms by pasting the (aka.ms/) link into a browser window.

By accepting this agreement or using the software, you agree to all of these terms, and consent to the transmission of certain information during activation and during your use of the software as per the privacy statement described in Section 3. If you do not accept and comply with these terms, you may not use the software or its features. You may contact the device manufacturer or installer, or your retailer if you purchased the software directly, to determine its return policy and return the software or device for a refund or credit under that policy. You must comply with that policy, which might require you to return the software with the entire device on which the software is installed for a refund or credit, if any.

1. Overview.

a. Applicability. This agreement applies to the Windows software that is preinstalled on your device, or acquired from a retailer and installed by you, the media on which you received the software (if any), any fonts, icons, images or sound files included with the software, and also any Microsoft updates, upgrades, supplements or services for the software, unless other terms come with them. It also applies to Windows apps developed by Microsoft that provide functionality such as mail, calendar, contacts, music and news that are included with Windows, unless other terms apply. If this agreement contains terms regarding a feature or service not available on your device, those terms do not apply. 

b. Additional terms. Additional Microsoft and third-party terms may apply to your use of certain features, services and apps, depending on your device’s capabilities, how it is configured, and how you use it. Please read them. 

(i) Some Windows apps provide an access point to, or rely on, online services, and the use of those services is sometimes governed by separate terms and privacy policies, such as the Microsoft Services Agreement at https://aka.ms/msa. You can view these terms and policies by looking at the service terms of use or the app’s settings, as applicable; please read them. The services may not be available in all regions. 

(ii) Microsoft, or the device manufacturer or installer may include additional apps, which will be subject to separate license terms and privacy policies.

(iii) The software may include third-party programs that are licensed to you under this agreement, or under their own terms. License terms, notices and acknowledgements, if any, for the third-party programs can be viewed at C:\Windows\Help\en-US\credits.rtf. 

2. Installation and Use Rights.

a. License. The software is licensed, not sold. The software license is permanently assigned to the device with which you acquired the software. Under this agreement, we grant you the right to install and run one instance of the software on your device (the licensed device), so long as you comply with the terms and restrictions contained in this agreement. Updating or upgrading from non-genuine software with software from Microsoft

or authorized sources does not make your original version or the updated/upgraded version genuine, and in that situation, you do not have a license to use the software.

b. Device. In this agreement, “device” means a physical hardware system with an internal storage device capable of running the software, or a virtual machine. A hardware partition or blade is considered to be a device. 

c. Restrictions. The device manufacturer or installer and Microsoft reserve all rights (such as rights under intellectual property laws) not expressly granted in this agreement, and no other rights are licensed to you.  For the avoidance of doubt, this license does not give you any right to, and you may not (and you may not permit any other person or entity to): 

(i) use or virtualize features of the software separately; 

(ii) publish, copy (other than the permitted backup copy), rent, lease, or lend the software; 

(iii) transfer the software (except as permitted by this agreement); 

(iv) work around any technical restrictions or limitations in the software; 

(v) use the software as server software or to operate the device as a server, except as permitted under Section 2(d)(iii) below; use the software to offer commercial hosting services; make the software available for simultaneous use by more than one user over a network, except as permitted under Section 2(d)(vi) below; install the software on a server for remote access or use over a network; or install the software on a device for use only by remote users; a single device may be locally and simultaneously interacted with by up-to two end user operators; 

(vi) reverse engineer, decompile, or disassemble the software, or attempt to do so, except and only to the extent that the foregoing restriction is (a) permitted by applicable law; (b) permitted by licensing terms governing the use of open-source components that may be included with the software; or (c) required to debug changes to any libraries licensed under the GNU Lesser General Public License that are included with and linked to by the software; and

(vii) when using Internet-based features you may not use those features in any way that could interfere with anyone else’s use of them, or to try to gain access to or use any service, data, account, or network, in an unauthorized manner.

d. Multi-Use scenarios. 

(i) Multiple versions. If when acquiring the software, you were provided with multiple versions (such as 32-bit and 64-bit versions), you may install and activate only one of those versions at a time.

(ii) Multiple or pooled connections. Hardware or software you use to multiplex or pool connections, or reduce the number of devices or users that access or use the software, does not reduce the number of licenses you need. You may only use such hardware or software if you have a license for each instance of the software you are using.

(iii) Device connections. You may allow up to 20 other devices to access the software installed on the licensed device solely to use the following software features for personal or internal purposes: file services, print services, Internet information services, and Internet connection sharing and telephony services on the licensed device. The 20 connection limit applies to devices that access the software indirectly through “multiplexing” or other software or hardware that pools connections. You may allow any number of devices to access the software on the licensed device to synchronize data between devices. This subsection does not mean, however, that you have the right to install the software, or use the primary function of the software (other than the features listed in this subsection), on any of these other devices.

(iv) Remote access. Users may access the licensed device from another device using remote access technologies, but only on devices separately licensed to run the same or higher edition of this software.

(v) Remote assistance. You may use remote assistance technologies to share an active session without obtaining any additional licenses for the software. Remote assistance allows one user to connect directly to another user’s computer, usually to correct problems.

(vi) POS application. If the software is installed on a retail point of service device, you may use the software with a point of service application (“POS Application”). A POS Application is a software application which provides only the following functions: (i) process sales and service transactions, scan and track inventory, record and/or transmit customer information, and perform related management functions, and/or (ii) provide information directly and indirectly to customers about available products and services. You may use other programs with the software as long as the other programs: (i) directly support the manufacturer’s specific use for the device, or (ii) provide system utilities, resource

management, or anti-virus or similar protection. For clarification purposes, an automated teller machine (“ATM”) is not a retail point of service device.

(vii) Cloud Computing Devices. If your device uses Internet browsing functionality to connect to and access cloud hosted applications: (i) no desktop functions may run locally on the device, and (ii) any files that result from the use of the desktop functions may not be permanently stored on the system. “Desktop functions,” as used in this agreement, means a consumer or business task or process performed by a computer or computing device. This includes but is not limited to email, word processing, spreadsheets, database, scheduling, network or internet browsing and personal finance.

(viii) Desktop Functions. If your system performs desktop functions, then you must ensure that they: (i)    are only used to support the application, and (ii) operate only when used with the application.

e. Specific Use. The manufacturer designed the licensed device for a specific use. You may only use the software for that use.

f. High Risk Use. 

(i) WARNING: THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE WHERE FAILURE OR

FAULT OF ANY KIND OF THE SOFTWARE COULD RESULT IN DEATH OR SERIOUS BODILY INJURY, OR IN  PHYSICAL OR ENVIRONMENTAL DAMAGE (collectively “High Risk Use”). Accordingly, You must design and implement Your hardware and software such that, in the event of any interruption, defect, error, or other failure of the software, the safety of people, property, and the environment are not reduced below a level that is reasonable, appropriate, and legal, whether in general or for a specific industry. Your High Risk Use of the software is at Your own risk.

(ii) Indemnification. You agree to indemnify, defend and hold harmless Microsoft from any claims, including claims arising from any High Risk Uses, and inclusive of attorneys’ fees, related to the distribution or use of Your devices, except to the extent that any intellectual property claim is based solely on the unmodified software.

3. Privacy; Consent to Use of Data. Your privacy is important to us. Some of the software features send or receive information when using those features. Many of these features can be switched off in the user interface, or you can choose not to use them. By accepting this agreement and using the software you agree that Microsoft may collect, use, and disclose the information as described in the Microsoft Privacy Statement available at https://aka.ms/privacy, and as may be described in the user interface associated with the software features.

4. Authorized Software and Activation. You are authorized to use this software only if you are properly licensed and the software has been properly activated with a genuine product key or by other authorized method. When you connect to the Internet while using the software, the software will automatically contact Microsoft or its affiliate to confirm the software is genuine and the license is associated with the licensed device. You can also activate the software manually by Internet or telephone. In either case, transmission of certain information will occur, and Internet, telephone and SMS service charges may apply. During activation (or reactivation that may be triggered by changes to your device’s components), the software may determine that the installed instance of the software is counterfeit, improperly licensed or includes unauthorized changes. If activation fails the software will attempt to repair itself by replacing any tampered Microsoft software with genuine Microsoft software. You may also receive reminders to obtain a proper license for the software. Successful activation does not confirm that the software is genuine or properly licensed. You may not bypass or circumvent activation. To help determine if your software is genuine and whether you are properly licensed, see https://aka.ms/genuine. Certain updates, support, and other services might be offered only to users of genuine Microsoft software. 

5. Updates. The software periodically checks for system and app updates, and may download and install them for you. You may obtain updates only from Microsoft or authorized sources, and Microsoft may need to update your system to provide you with those updates. To the extent automatic updates are enabled on your device, by accepting this agreement, or using the software, you agree to receive these types of automatic updates without any additional notice. 

6. Geographic and Export Restrictions. If your software is restricted for use in a particular geographic region, then you may activate the software only in that region. You must also comply with all domestic and international export laws and regulations that apply to the software, which include restrictions on destinations, end users, and end use. For further information on geographic and export restrictions, visit https://aka.ms/exporting.

7. Device Manufacturer and Installer Support and Refund Procedures. For the software generally, contact the device manufacturer or installer for support options. Refer to the support number provided with the software. For updates and supplements obtained directly from Microsoft, Microsoft may provide limited support services for

properly licensed software as described at https://aka.ms/mssupport. If you are seeking a refund, contact the device manufacturer or installer to determine its refund policies. You must comply with those policies, which might require you to return the software with the entire device on which the software is installed for a refund.

8. Binding Arbitration and Class Action Waiver if You Live in (or, if a Business, Your Principal Place of Business is in) the United States.

We hope we never have a dispute, but if we do, you and we agree to try for 60 days, upon receipt of a Notice of

Dispute, to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the

American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of appeal under the FAA. Class action lawsuits, class-wide arbitrations, private attorneygeneral actions, request for public injunctions, and any other proceeding or request for relief where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties. “We,” “our,” and “us” includes Microsoft, the device manufacturer, software installer, and our affiliates.

a. Disputes covered—everything except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and the device manufacturer or installer, or you and Microsoft, concerning the software (or software to which this agreement applies including other Windows apps), its price, marketing, communications, your purchase transaction, billing, or this agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights.

b. Send a Notice of Dispute before arbitration. If you have a dispute that our customer service representatives can’t resolve and you wish to pursue arbitration, you must first send an individualized Notice of Dispute by U.S. Mail to the device manufacturer or installer, ATTN: LEGAL DEPARTMENT. If your dispute is with Microsoft, you must first mail it to Microsoft Corporation, ATTN: CELA ARBITRATION, One Microsoft Way, Redmond, WA

98052-6399, or submit the form electronically. The Notice of Dispute form is available at https://go.microsoft.com/fwlink/?LinkId=245499. Complete that form in full, with all the information it requires. We’ll do the same if we have a dispute with you. Any applicable statute of limitations will be tolled from the date of a properly submitted individualized Notice of Dispute through the first date on which an arbitration may properly be filed under this Section 8.

c. Small claims court option. Instead of sending a Notice of Dispute, either you or we may sue the other party in small claims court seeking only individualized relief, so long as the action meets the small claims court’s requirements and remains an individual action seeking individualized relief. The small claims court must be in your county of residence (or, if a business, your principal place of business). 

d. Arbitration procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if you are an individual and use the software for personal or household use, or if the value of the dispute is less than

$75,000 USD whether or not you are an individual or how you use the software, its Consumer Arbitration Rules). For more information, see https://aka.ms/adr. This agreement governs to the extent it conflicts with any applicable AAA rules. To initiate an arbitration, submit the Demand for Arbitration form available at https://go.microsoft.com/fwlink/?LinkId=245497 to the AAA and mail a copy to the device manufacturer or installer (or to Microsoft if your dispute is with Microsoft). The form must contain information that is specific to you and your claim. In a dispute involving $25,000 USD or less, any hearing will be telephonic or by videoconference unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in your county of residence (or, if a business, your principal place of business). The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim, but not relief that would affect non-parties.

The arbitrator rules on all issues except that a court has exclusive authority: (i) to decide arbitrability, as well as formation, existence, scope, validity, and enforceability of this arbitration agreement; (ii) to decide whether the parties have complied with the pre-arbitration requirements (including the individualized Notice of Dispute and Demand for Arbitration forms); (iii) to enforce the prohibition on class, representative, private attorneygeneral, or combined actions or proceedings, or public injunctive relief; and (iv) to enjoin an arbitration from proceeding if it does not comply with this agreement.

If your Notice of Dispute involves claims similar to those of at least 24 other customers, and if you and those other customers are represented by the same lawyers, or by lawyers who are coordinating with each other, you and we agree that these claims will be “Related Cases.” Related Cases may only be filed in batches of up to 50 individual arbitrations at a time, and those individual arbitrations will be resolved in the following manner: (i) for the first batch, each side may select up to 25 of these Related Cases to be filed and resolved in individual arbitrations under this Section 8; (ii) none of the other Related Cases may be filed or prosecuted in arbitration until the first batch of up to 50 individual arbitrations is resolved; and (iii) if, after that first batch, the parties are unable to informally resolve the remaining Related Cases, a second batch of Related Cases may be filed, where each side may select up to 25 of the Related Cases to be resolved in individual arbitrations under this Section 8. This process of batched individual arbitrations will continue until the parties resolve all Related Cases informally or through individual arbitrations. A court has exclusive authority to enforce this paragraph, including whether it applies to a given set of claims, and to enjoin the filing or prosecution of arbitrations that do not comply with this paragraph.

e. Arbitration fees and payments.

(i) Disputes involving less than $75,000 USD. The device manufacturer or installer (or Microsoft if your dispute is with Microsoft) will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If (i) the dispute involves less than $75,000 USD; and before initiating arbitration (ii) you complied with all pre-arbitration requirements in this Section 8, including, if applicable, the Related Cases paragraph. Otherwise, the AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses. If, at the conclusion of the arbitration, the arbitrator awards you more than our last written offer made before the arbitrator was appointed, the device manufacturer or installer (or Microsoft if your dispute is with Microsoft) will pay you: (i) the amount of the award or $1,000 USD (whichever is more); (ii) any reasonable attorney’s fees you incurred; and (iii) any reasonable expenses (including expert witness fees and costs) that your attorney accrued in connection with your individual arbitration. 

(ii) Disputes involving $75,000 USD or more. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.

f. Severability. If, after exhaustion of all appeals, a court finds any part of this Section 8 unenforceable as to any claim or request for a remedy, then the parties agree to arbitrate all claims and remedies subject to arbitration before litigating in court any remaining claims or remedies (such as a request for a public injunction remedy, in which case the arbitrator issues an award on liability and individual relief before a court considers that request). Otherwise, if any other part of Section 8 is found to be unenforceable, the remainder will remain in effect (with an arbitration award issued before any court proceeding begins). 

g. Microsoft as party or third-party beneficiary. If Microsoft is the device manufacturer or if you acquired the software from a retailer, Microsoft is a party to this agreement. Otherwise, Microsoft is not a party but is a third-party beneficiary of your agreement with the device manufacturer or installer to resolve disputes through informal negotiation and arbitration.

9. Governing Law. The laws of the state or country where you live (or, if a business, where your principal place of business is located) govern all claims and disputes concerning the software, its price, or this agreement, including breach of contract claims and claims under state consumer protection laws, unfair competition laws, implied warranty laws, for unjust enrichment, and in tort, regardless of conflict of law principles. In the United States, the FAA governs all provisions relating to arbitration. 

10. Consumer Rights, Regional Variations. This agreement describes certain legal rights. You may have other rights, including consumer rights, under the laws of your state or country. You may also have rights with respect to the party from which you acquired the software. This agreement does not change those other rights if the laws of your state or country do not permit it to do so. For example, if you acquired the software in one of the below regions, or mandatory country law applies, then the following provisions apply to you: 

a. Australia. References to “Limited Warranty” are references to the express warranty provided by Microsoft or the device manufacturer or installer. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies under the Australian Consumer Law consumer guarantees.

Nothing in this agreement limits or changes those rights and remedies. In particular:

(i) support and refund policies referred to in Section 7 are subject to the Australian Consumer Law;

(ii) the Australian Consumer Law consumer guarantees apply to the evaluation software described in

Section 11(d)(i); and

(iii) our goods come with guarantees that cannot be excluded under the Australian Consumer Law. In this subsection, “goods” refers to the software for which Microsoft, or the device manufacturer or installer provides the express warranty. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

To learn more about your rights under the Australian Consumer Law, please review the information at https://aka.ms/acl.

b. Canada. You may stop receiving updates on your device by turning off Internet access. If and when you reconnect to the Internet, the software will resume checking for and installing updates. c. Germany and Austria.

(i) Warranty. The properly licensed software will perform substantially as described in any Microsoft materials that accompany the software. However, the device manufacturer or installer, and Microsoft, give no contractual guarantee in relation to the licensed software.

(ii) Limitation of Liability. In case of intentional conduct, gross negligence, claims based on the Product Liability Act, as well as, in case of death or personal or physical injury, the device manufacturer or installer, or Microsoft is liable according to the statutory law.

Subject to the preceding sentence, the device manufacturer or installer, or Microsoft will only be liable for slight negligence if the device manufacturer or installer or Microsoft is in breach of such material contractual obligations, the fulfillment of which facilitate the due performance of this agreement, the breach of which would endanger the purpose of this agreement and the compliance with which a party may constantly trust in (so-called "cardinal obligations"). In other cases of slight negligence, the device manufacturer or installer or Microsoft will not be liable for slight negligence.

d. Other regions. See https://go.microsoft.com/fwlink/?LinkId=534978 for a current list of regional variations

11. Additional Notices.

a. Networks, data and Internet usage. Some features of the software and services accessed through the software may require your device to access the Internet. Your access and usage (including charges) may be subject to the terms of your cellular or internet provider agreement. Certain features of the software may help you access the Internet more efficiently, but the software’s usage calculations may be different from your service provider’s measurements. You are always responsible for (i) understanding and complying with the terms of your own plans and agreements, and (ii) any issues arising from using or accessing networks, including public/open networks. You may use the software to connect to networks, and to share access information about those networks, only if you have permission to do so. 

b. Codec Notices:

i. H.264/AVC Video Standard.  This product includes AVC coding technology.  MPEG LA LLC requires this notice:

This product is licensed under the AVC patent portfolio license for the personal and noncommercial use of a consumer to (i) encode video in compliance with the AVC standard ("AVC VIDEO") and/or (ii) decode AVC video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide AVC video.  No license is granted or shall be implied for any other use.  Additional information may be obtained from MPEG LA LLC.  See http://www.MPEGLA.COM.

For clarification purposes, this notice does not limit or inhibit the use of the product for normal business uses that are personal to that business which do not include (i) redistribution of the product to third parties, or (ii) creation of content with AVC Standard compliant technologies for distribution to third parties.

ii. VC-1 Video Standard.  This product includes VC-1 coding technology.  MPEG LA LLC requires this notice:

This product is licensed under the VC-1 Patent Portfolio license for the personal and non-

commercial use of a consumer to (i) encode video in compliance with the VC-1 standard ("VC-1 Video") and/or (ii) decode vc-1 video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide VC-1 video.  No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA LLC.  See http://www.MPEGLA.COM.

For clarification purposes, this notice does not limit or inhibit the use of the product for normal business uses that are personal to that business which do not include (i) redistribution of the product to third parties, or (ii) creation of content with VC-1 Standard compliant technologies for distribution to third parties.

c. Malware protection. Microsoft cares about protecting your device from malware. The software will turn on malware protection if other protection is not installed or has expired. To do so, other antimalware software will be disabled or may have to be removed.

d. Limited rights versions. If the software version you acquired is marked or otherwise intended for a specific or limited use, then you may only use it as specified. You may not use such versions of the software for commercial, non-profit, or revenue-generating activities.

(i) Evaluation. For evaluation (or test or demonstration) use, you may not sell the software, use it in a live operating environment, or use it after the evaluation period. Notwithstanding anything to the contrary in this Agreement, evaluation software is provided “AS IS” and no warranty, implied or express (including the Limited Warranty), applies to these versions.

12. Entire Agreement. This agreement (together with the printed paper license terms or other terms accompanying any software supplements, updates, and services that are provided by the device manufacturer or installer, or Microsoft, and that you use), and the terms contained in web links listed in this agreement, are the entire agreement for the software and any such supplements, updates, and services (unless the device manufacturer or installer, or Microsoft, provides other terms with such supplements, updates, or services). You can review this agreement after your software is running by going to https://aka.ms/useterms or going to Settings - System - About within the software. You can also review the terms at any of the links in this agreement by typing the URLs into a browser address bar, and you agree to do so. You agree that you will read the terms before using the software or services, including any linked terms. You understand that by using the software and services, you ratify this agreement and the linked terms. There are also informational links in this agreement. The links containing notices and binding terms are:

·   Windows Privacy Statement https://aka.ms/privacy

·       Microsoft Services Agreement https://aka.ms/msa ***********************************************************************

NO WARRANTY

THE SOFTWARE ON YOUR DEVICE (INCLUDING THE APPS) IS LICENSED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY YOUR LOCAL LAWS, YOU BEAR THE ENTIRE RISK AS TO THE SOFTWARE’S QUALITY AND PERFORMANCE. SHOULD IT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL SERVICING OR REPAIR. NEITHER THE DEVICE MANUFACTURER NOR MICROSOFT GIVES ANY EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS FOR THE SOFTWARE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, THE MANUFACTURER AND MICROSOFT EXCLUDE ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS OR STATUTORY GUARANTEES UNDER LOCAL LAWS THAT THESE TERMS CANNOT CHANGE.

IF YOUR LOCAL LAWS IMPOSE A WARRANTY, GUARANTEE, OR CONDITION EVEN THOUGH THIS AGREEMENT DOES NOT, ITS TERM IS LIMITED TO 90 DAYS FROM WHEN THE FIRST USER ACQUIRES THE SOFTWARE. IF THE MANUFACTURER OR MICROSOFT BREACHES SUCH A WARRANTY, GUARANTEE, OR CONDITION, YOUR SOLE REMEDY, AT THE MANUFACTURER’S OR MICROSOFT’S ELECTION, IS (I) REPAIR OR REPLACEMENT OF THE SOFTWARE AT NO CHARGE, OR (II) RETURN OF THE SOFTWARE (OR AT ITS ELECTION THE DEVICE ON WHICH THE SOFTWARE WAS INSTALLED) FOR A REFUND OF THE AMOUNT PAID, IF ANY. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF A WARRANTY, GUARANTEE, OR CONDITION YOUR LOCAL LAWS IMPOSE.

TO THE EXTENT NOT PROHIBITED BY YOUR LOCAL LAWS, IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES, YOU CAN RECOVER FROM THE MANUFACTURER OR MICROSOFT ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE (OR UP TO $50 USD IF YOU ACQUIRED THE SOFTWARE FOR NO CHARGE). YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES OR REMEDY, INCLUDING LOST PROFITS AND DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, UNDER ANY PART OF THIS AGREEMENT OR UNDER ANY THEORY. THIS LIMITATION APPLIES TO (I) ANYTHING RELATED TO THIS AGREEMENT, THE SOFTWARE (INCLUDING THE APPS), THE DEVICE, SERVICES, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE DATA, CONTENT (INCLUDING CODE) ON THIRD PARTY INTERNET SITES OR THIRD PARTY PROGRAMS, AND (II) CLAIMS FOR BREACH OF CONTRACT, WARRANTY, GUARANTEE, OR CONDITION; STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT; VIOLATION OF A STATUTE OR REGULATION; UNJUST ENRICHMENT; OR UNDER ANY OTHER THEORY.

THE DAMAGE EXCLUSIONS AND REMEDY LIMITATIONS IN THIS AGREEMENT APPLY EVEN IF YOU HAVE NO REMEDY (THE SOFTWARE IS LICENSED “AS IS”), IF REPAIR, REPLACEMENT, OR A REFUND (IF REQUIRED BY YOUR LOCAL LAW) DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, IF THE MANUFACTURER OR MICROSOFT KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES, OR IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Check with your device manufacturer to determine if your device is covered by a warranty.