Toshiba (Australia) Pty Limited
END USER SOFTWARE LICENSE AGREEMENT ("EULA")
THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND TOSHIBA TEC CORPORATION (“TTEC”) GOVERNING YOUR USE OF THE SOFTWARE, FONTS (INCLUDING THEIR TYPEFACES) AND RELATED DOCUMENTATION (“SOFTWARE”).
WHEN OTHER TTEC SOFTWARE IS INCORPORATED IN THE SOFTWARE, OTHER TTEC SOFTWARE INTERACT WITH, CONNECT TO, OR ACCESS TO THE SOFTWARE, YOUR USE OF SUCH OTHER TTEC SOFTWARE IS LICENSED SUBJECT TO THE TERMS AND CONDITIONS OF THIS EULA, UNLESS EXPLICITLY STATED THAT A DIFFERENT LICENSE AGREEMENT SHALL BE APPLIED.
PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE ON BEHALF OF YOURSELF (OR, AS APPLICABLE, YOUR COMPANY OR ORGANIZATION) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF A SEPARATE SIGNED WRITTEN AGREEMENT WITH RESPECT TO THE SOFTWARE EXISTS BETWEEN YOU AND TTEC, THE TERMS OF THAT SIGNED WRITTEN AGREEMENT (EXCLUDING THE PRE-PRINTED TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT) SHALL TAKE PRECEDENCE OVER THIS EULA, AND YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS OF THAT SIGNED WRITTEN AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, DO NOT CHECK THE BOX OR CLICK THE BUTTON, AND/OR DO NOT USE, COPY OR INSTALL THE SOFTWARE, OR, IF APPLICABLE, PLEASE SELECT “I DO NOT ACCEPT”. FURTHER, IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, YOU MUST UNINSTALL THE SOFTWARE FROM ALL DEVICES THAT YOU OWN OR CONTROL OR OTHERWISE INSTALLED THE SOFTWARE ON. IF YOU PURCHASED A PRODUCT CONTAINING THE SOFTWARE FROM AN AUTHORIZED RETAILER, RESELLER OR OTHERWISE, YOU MAY BE ELIGIBLE TO RETURN THE PRODUCT FOR A REFUND WITHIN 14 DAYS, SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE RETURN POLICY. IF YOU ENTER INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS EULA.
GRANT OF LICENSE
Subject to the terms of this EULA, TTEC grants to you a non-sublicensable, non-transferable, nonexclusive license to use the Software solely in accordance with, and during the term of, this EULA and solely for your internal business purposes or non-commercial uses. This Software is intended for use with the system CPU or Toshiba MFP on which it was installed (“System”). If the Software was originally licensed for use on more than one System, you may install and use the Software only on those Systems. All copies of the Software are subject to this EULA. You may not use the Software, except in accordance with this EULA. TTEC and its licensors and suppliers reserve all rights not expressly granted to You in this EULA. Notwithstanding the terms and conditions of this EULA, when a third party software including any software provided subject to a open source license (“Third Party Software”) is incorporated in TTEC Software, or when TTEC Software interacts with, connect to, or access to such Third Party Software, use of such Third Party Software is licensed to You subject to the terms and conditions of such Third Party Software, which license may be in the form of a shrink wrap, click through, electronic or such other form of a discrete license, or may be accessible via separate URL. Use of the Third Party Software is governed by the terms and conditions of such separate license.
LICENSE RESTRICTIONS
The Software is licensed, not sold. You may not or cause or permit any third party to (i) modify, adapt or otherwise create derivative works from the Software or user documentation (except as may be permitted by an applicable open source license) without receiving prior written consent from TTEC: (ii) lease, sublicense, resell, rent, loan, distribute, redistribute, or otherwise transfer (except as expressly permitted herein) the Software or user documentation; (iii) reverse engineer, disassemble, decrypt or decompile the Software or otherwise try to reduce the Software to a human-readable form, except where and only to the extent that such activity is permitted by applicable law or where TTEC is required to permit such activity under the terms of an applicable open source license; (iv) remove or alter any copyright, trademark or other proprietary notices contained in the Software or user documentation; (v) use the Software or user documentation to develop a competing product, or otherwise in any manner not set forth in this EULA or the user documentation; (vi) if the Software is firmware, copy the firmware (other than one backup copy for archival purposes only, provided the copy retains all of the original Software’s proprietary notices and that it is used only for back-up and archival purposes), use or operate it separately from the product onto which it is embedded; (vii) separate component parts of the Software or use on more than one System; (viii) use the Software to transmit software viruses or other harmful computer code, files or programs, or to circumvent, disable or otherwise interfere with security-related features of the Software; (ix) use the Software to collect or harvest any third party’s personally identifiable information, to send unauthorized commercial communications or to invade the privacy rights of any third party; or (x) use the Software for any unlawful purpose, and/or in any manner that breaches this EULA. All rights not expressly granted to you by TTEC under this EULA are hereby reserved by TTEC. You will not acquire such rights, whether through estoppel, implication, or otherwise.
UPGRADES OR UPDATES
While TTEC is not required to do so, TTEC may provide You with upgrades or updates to the Software. In the event of such upgrades or updates, this EULA will govern any such updates and upgrades provided by TTEC that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate end user license agreement, in which case the terms of that end user license agreement will govern. In order to use any such upgrade, You must first have a license to the original Software. Once upgraded, You may no longer use the original Software that was the basis for the upgrade. If you reject any upgrade or update provided by TTEC, You understand and acknowledge that You could put the Software and System at risk for serious security threats or cause the Software to become unusable or unstable. Further, some TTEC products include an auto-update feature, which provides TTEC the ability to make updates automatically. Some Software products permit You the ability to change the auto-update options by changing the product update settings, excluding in limited circumstances where TTEC applies automatic updates regardless of the user settings. TTEC may apply automatic updates in order to correct a vulnerability in the Software, to update device information, or as required for functionality. By accepting this EULA, You expressly agree to such automatic updates in accordance with the terms of this EULA.
In addition TTEC may, at its sole discretion, discontinue manufacturing, distribution of the Software, making the Software available to You. In the event of such discontinue, You understand and acknowledge that (i) any upgrades or updates to the Software may not be provided to You, (ii) any customer support relating to the Software may not be provided to You, or (iii) the Software may become unusable or unstable.
TERM AND TERMINATION
This license is effective upon acceptance and remain in effect until the earlier of (1) termination by TTEC, (2) You no longer have the System for which the Software is licensed for use with, or (3) upon your failure to comply with any term of this EULA, in which case this EULA will be automatically terminated. Upon termination, you agree, as applicable, to uninstall, return or destroy all copies of the Software and its documentation and otherwise cease use of the Software. You may terminate this license at any time by uninstalling, returning or destroying the Software, its documentation and all copies thereof. Excluding the Grant of License, all provisions of this EULA will survive termination.
FEEDBACK
You may, at its discretion, provide feedback to TTEC with respect to its use of the Software (“Feedback”). Feedback may include, without limitation, errors or difficulties discovered in the Software and the characteristic conditions and symptoms of the errors and difficulties. Unless specifically agreed in writing, TTEC shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit.
INDEMNIFICATION
You shall indemnify, defend, and hold harmless TTEC, its subsidiaries, its affiliates, and their respective officers, directors, employees, and representatives (each, including TTEC, an “Indemnitee”) from and against any and all losses, damages, costs (including legal fees) and expenses incurred by the Indemnitee arising out of or relating to your use of this Software.
DISCLAIMER OF WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TTEC AND ITS LICENSORS AND SUPPLIERS PROVIDE THE SOFTWARE “AS IS,” WITH ALL FAULTS AND DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR OTHER TERMS OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL FUNCTION WITH NON-TTEC SUPPLIES OR ACCESSORIES. TTEC AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION OR ANY RESULTS OF USE THEREOF WILL BE FREE OF DEFECTS, ERRORS OR VIRUSES, RELIABLE OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS OR IN A PARTICULAR ENVIRONMENT OR THAT ERRORS THEREIN, IF ANY, WILL BE CORRECTED. YOUR USE OF THE SOFTWARE, INCLUDING THE RELATED PRODUCT IS AT YOUR OWN RISK AND DISCRETION. Some jurisdictions do not permit the exclusion or limitation of implied warranties, and therefore, some of the above disclaimers may not apply to You in their entirety.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) THE MAXIMUM LIABILITY OF TTEC AND ANY OF ITS LICENSORS, SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND ASSIGNS TO YOU UNDER THIS EULA, AND YOUR EXCLUSIVE REMEDY IS THE GREATER OF THE AMOUNT PAID BY YOU SEPARATELY FOR THE SOFTWARE OR $5.00 U.S. (OR LOCAL EQUIVALENT THEREOF); AND (b) IN NO EVENT WILL TTEC OR ANY OF ITS LICENSORS, SUPPLIERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOST SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR IN ANY WAY OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IF TTEC OR ANY LICENSOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to You. This EULA gives you specific legal rights which vary from jurisdiction to jurisdiction.
If you are in the European Union, references to “special, indirect, consequential, punitive or incidental damages” means any losses which (i) were not reasonably foreseeable by both parties; (ii) were known to You but not to Us; and/or (iii) were reasonably foreseeable by both parties but could have been prevented by You.
DATA COLLECTION
You agree that TTEC may collect, combine, use and share with TTEC subsidiary (ies) user information, usage data, in anonymous form, based upon your usage of the Software, the System, or as otherwise provided by You in connection with the Software. However TTEC does not use this information to sell, market, distribute, disclose to third parties without your consent. Additional information about TTEC’s data collection practices can be found at:
[http://www.toshibatec.com/privacy/].
In the event any Third Party Software is included in or combined with the Software, such Third Party Software may operate in different form from this Software for processing those information or data in accordance with separate terms and conditions of such Third Party Software.
MODIFICATIONS
TTEC reserves the right, at its sole discretion, to modify or replace this EULA at any time by updating this EULA. A notice of modifications may be provided to You by a pop-up message, post notification or in a similar manner. Your continued use of the Software after the notifying or posting of such modifications indicates your acceptance of such modifications and your agreement to be bound by such terms. If you do not agree with any such modifications, you are no longer authorized to use the Software. Therefore, you should check and review this EULA regularly.
U.S. GOVERNMENT RESTRICTED RIGHTS
The Software is provided with RESTRICTED RIGHTS. This Software is licensed to the U.S. Government or a U.S. government contractor (including without limitation prime contractors and subcontractors at any tier) in accordance with and under TTEC’s standard commercial license consistent with, and disclosure, use and reproduction are subject to restrictions set forth in the FAR 12.211 and 12.212 (with respect to all federal government agencies) and FAR 52.227-19, or DFARS 227.7013, as applicable (for Department of Defense licenses), Commercial Computer Software, Computer Software Documentation, and Technical Data for Commercial Items.
EXPORT LAWS
You shall comply with all laws and regulations of the United States and other countries (“Export Laws”) to ensure the Software is not exported, directly or indirectly, in violation of Export Laws, or used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
INTELLECTUAL PROPERTY RIGHTS
All right, title and interest and other intellectual property rights in and to the Software (including but not limited to any content incorporated into the Software), any user documentation, and any other accompanying materials (printed or otherwise) are owned by TTEC or its licensors and/or suppliers and protected by applicable law, including without limitation, applicable United States and foreign patent, copyright, trade secret, and trademark law and international treaties. You may not remove any copyright or other proprietary notices, product identifications, or any restrictions from the Software.
APPLICABLE LAW
Unless expressly stated otherwise via a written agreement between You and TTEC, this EULA is governed by the laws of Japan.
GENERAL
If any portion of this EULA or any of its terms is found to be void or unenforceable by law in a particular jurisdiction, such portion or terms shall be interpreted and enforced to the maximum extent allowed in such jurisdiction, and the remaining provisions or any part thereof will remain in full force and effect. This EULA constitutes the entire agreement between TTEC and You with respect to the Software and your use thereof and supersedes any conflicting or additional terms contained in any purchase order or elsewhere. No provision of this EULA may be waived, modified or superseded except by a written instrument accepted by TTEC and You. TTEC may provide translations of this EULA as a convenience to users. However, in the event of a conflict or inconsistency between the English and any non-English versions, the English version of this EULA shall govern, to the extent not prohibited by local law in your jurisdiction. No failure or delay in exercising any right or remedy shall operate as a waiver of any such (or any other) right or remedy. The language of this EULA shall not be construed strictly for or against either party, regardless of who drafted such language or was principally responsible for drafting it. The rights and obligations under this EULA are not assignable by You, and any attempted assignment shall be void and without effect. This EULA shall bind and inure to the benefit of the parties and their successors and permitted assigns. In the event of any legal proceeding between the parties arising out of or related to this EULA, the prevailing party shall be entitled to recover, in addition to any other relief awarded or granted, its costs and expenses (including reasonable attorneys’ and expert witness’ fees) incurred in any such proceeding.
Version 1.1.2
Published: 15th December, 2021
