END USER LICENSE AGREEMENT
| This Software End User License Agreement ("Agreement")
is between you (both the individual installing the Program and any
single legal entity for which the individual is acting) as a valid
owner of a Pioneer's component drive product ("You"
or "Your") and PIONEER CORPORATION ("Pioneer").
TAKING ANY STEP TO SET UP OR INSTALL THE PROGRAM MEANS THAT YOU ACCEPT
ALL OF THE TERMS OF THIS LICENSE AGREEMENT. PERMISSION TO DOWNLOAD
AND/OR USE THE PROGRAM IS EXPRESSLY CONDITIONED ON YOUR FOLLOWING
THESE TERMS. WRITTEN OR ELECTRONIC APPROVAL IS NOT REQUIRED TO MAKE
THIS AGREEMENT VALID AND ENFORCEABLE. IF YOU DO NOT AGREE TO ALL OF
THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PROGRAM
AND MUST STOP INSTALLING IT OR UNINSTALL IT, AS APPLICABLE.
- 1.1 "Documentation" means written documentation,
specifications and help content made generally available by
Pioneer to aid in installing and using the Program.
- 1.2 "Program" means all or any part of
Pioneer's software for Pioneer Product for upgrade and updates
purpose licensed to You by Pioneer under this Agreement.
- 1.3 "Pioneer Product" means the Pioneer
component drive products with which the Program will operate.
- PROGRAM LICENSE
- 2.1 Limited License. Subject to this Agreement's
restrictions, Pioneer grants to You a limited, non-exclusive,
non-transferable, royalty-free license (without the right
- (a) to install a single copy of the Program on the
equipment containing the Pioneer Product, solely to upgrade
the Pioneer Product as described in the Documentation ("Authorized
- (b) to use the Documentation in support of Your Authorized
- (c) to make one copy of the Program solely for backup
purposes, provided that all titles and trademark, copyright
and restricted rights notices are reproduced on the copy.
- 2.2 Restrictions. You will not copy or use the Program
or Documentation except as expressly permitted by this Agreement.
You will not transfer, sublicense, rent, lease or lend the
Program, or use it for third-party training, commercial time-sharing
or service bureau use. You will not Yourself or through any
third party modify, reverse engineer, disassemble or decompile
the Program, except to the extent expressly permitted by applicable
law, and then only after You have notified Pioneer in writing
of Your intended activities. You will not use the Program
on multiple processors without Pioneer's prior written consent.
- 2.3 Ownership. Pioneer or its licensor retains all
right, title and interest in and to all patent, copyright,
trademark, trade secret and other intellectual property rights
in the Program and Documentation, and any derivative works
thereof. You do not acquire any other rights, express or implied,
beyond the limited license set forth in this Agreement.
- 2.4 No Support. Pioneer has no obligation to provide
support, maintenance, upgrades, modifications or new releases
for the Program or Documentation under this Agreement.
- WARRANTY DISCLAIMER
THE PROGRAM AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT
ANY REPRESENTATIONS OR WARRANTIES, AND YOU AGREE TO USE THEM AT
YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PIONEER
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO
THE PROGRAM AND DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY,
OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE
- DAMAGES AND REMEDIES FOR BREACH
You agree that any breach of this Agreement's restrictions would
cause Pioneer irreparable harm for which money damages alone would
be inadequate. In addition to damages and any other remedies to
which Pioneer may be entitled, You agree that Pioneer may seek
injunctive relief to prevent the actual, threatened or continued
breach of this Agreement.
This Agreement is effective until terminated. Pioneer may terminate
this Agreement at any time upon Your breach of any provision.
If this Agreement is terminated, You will stop using the Program,
permanently delete it from the equipment where it resides, and
destroy all copies of the Program and Documentation in Your possession,
confirming to Pioneer in writing that You have done so. Sections
2.2, 2.3, 2.4, 3, 4, 5 and 6 will continue in effect after this
- GENERAL TERMS
6.1 Law. This Agreement and all matters arising out of
it are governed by the laws of Japan.
- 6.2 Limitation of Liability. In no event will Pioneer
or its subsidiaries be liable in connection with this Agreement
or its subject matter, under any theory of liability, for
any indirect, incidental, special, consequential or punitive
damages, or damages for lost profits, revenue, business, savings,
data, use, or cost of substitute procurement, even if advised
of the possibility of such damages or if such damages are
foreseeable. In no event will Pioneer's liability for all
damages exceed the amounts actually paid by You to Pioneer
for the Program. The parties acknowledge that the liability
limits and risk allocation in this Agreement are reflected
in the Program price and are essential elements of the bargain
between the parties, without which Pioneer would not have
provided the Program or entered into this Agreement.
- 6.3 Severability and Waiver. If any provision of
this Agreement is held to be illegal, invalid or otherwise
unenforceable, that provision will be enforced to the extent
possible or, if incapable of enforcement, deemed to be severed
and deleted from this Agreement, and the remainder will continue
in full force and effect. The waiver by either party of any
default or breach of this Agreement will not waive any other
or subsequent default or breach.
- 6.4 No Assignment. You may not assign, sell, transfer,
delegate or otherwise dispose of this Agreement or any rights
or obligations under it, whether voluntarily or involuntarily,
by operation of law or otherwise, without Pioneer's prior
written consent. Any purported assignment, transfer or delegation
by You will be null and void. Subject to the foregoing, this
Agreement will be binding upon and will inure to the benefit
of the parties and their respective successors and assigns.
- 6.5 Entire Agreement. This Agreement constitutes
the entire agreement between the parties and supersedes all
prior or contemporaneous agreements or representations, whether
written or oral, concerning its subject matter. This Agreement
may not be modified or amended without Pioneer's prior and
express written consent, and no other act, document, usage
or custom will be deemed to amend or modify this Agreement.