マイクロソフト ソフトウェア追加ライセンス条項 windows embedded ce 0 R3 FOR MICROSOFT windows embedded ce 0

1. 含まれるマイクロソフト製プログラムおよび必要な追加ライセンス。本ソフトウェアには、他のマイクロソフト製プログラムも含まれています。お客様によるこれらのプログラムの使用には、プログラムに付属するライセンス条項が適用されます。

2. 第三者のプログラムおよび必要な追加ライセンス。本ソフトウェアにはオプションの第三者のプログラムが含まれています。いかなる場合も、第三者のプログラムはマイクロソフトが使用許諾する製品ではありません。マイクロソフトは、第三者のプログラムに関しては、いかなる表明も保証も一切行いません。第三者のプログラムの使用には、当該の第三者が提供するライセンス条項が適用されます。

This Flash Lite Distribution License (“Agreement”) is between you (“Company”) and Adobe Systems Incorporated, a Delaware corporation with a principal address of 345 Park Avenue, San Jose, CA 95110, and sets forth the term and conditions under which Company may distribute the Adobe Flash Lite browser plug-in software (“Software”) provided to Company from Microsoft Corporation (“Microsoft”) and use the Adobe Test Suite (“Test Suite”) made available to Company as set forth in herein. Company acknowledges and agrees that Company has entered into a valid written license agreement with Microsoft (“Microsoft Agreement”) that allows for distribution of the Microsoft Windows Mobile software, or Windows Embedded CE platform, integrated or bundled with mobile hardware or software products, or other compatible devices, manufactured by or on behalf of Company (“Company Products”).

1. License.

1.1 Subject to the terms of this Agreement, Adobe grants Company a worldwide, non-exclusive, non-transferable, royalty-free license to (i) use, reproduce and distribute (directly or indirectly) the Software in object code form solely as a browser plug-in with Company Products (unless an addendum to this Agreement provides broader rights), and (ii) use the Test Suite for internal testing purposes only solely to comply with the requirements set forth in Section 1.2.9 below.

1.2 License Restrictions.

1.2.1 Company shall not make copies of the Software except as provided herein, or make media translations of the Software, in whole or in part, without Adobe’s prior written approval.

1.2.3 Company may not decompile, reverse engineer, reverse assemble, disassemble, or otherwise reverse engineer or reduce any Software provided solely in binary or object code form to a human-perceivable form.

1.2.4 Company shall not allow without the written consent of Adobe, any download of Flash Lite Software as a stand-alone component from a web site, the Internet, an intranet, or similar technology (an, “Electronic Transmissions”). Company agrees that any distributions of the Software by Company, including those on CD-ROM, DVD-ROM or other storage media and Electronic Transmissions, if expressly permitted, shall be subject to reasonable security measures to prevent unauthorized use. With relation to Electronic Transmissions approved hereunder, Company agrees to employ any reasonable use restrictions set by Adobe, including those related to security and/or the restriction of distribution to verified end users of the Company Product only.

1.2.5 Company shall ensure that the Software is distributed, whether by Company or its distributors, to end users under an enforceable end user license agreement, in favor of Company and its suppliers containing at least the following minimum terms (the “End-User License”): (i) a prohibition against distribution and copying, (ii) a prohibition against modifications and derivative works, (iii) a prohibition against decompiling, reverse engineering, disassembling, and otherwise reducing the software to a human-perceivable form, (iv) a provision indicating ownership of software by Company and its suppliers, (v) a disclaimer of indirect, special, incidental, punitive, and consequential damages, and (vi) other industry standard disclaimers and limitations, including, as applicable: a disclaimer of all applicable statutory warranties, to the full extent allowed by law, a limitation of liability not to exceed the price of the Company Product, and/or a provision that the end user’s sole remedy shall be a right of return and refund, if any, from Company or its distributors.

1.2.6 Company will not directly or indirectly grant, or purport to grant, to any third party any rights or immunities under Adobe’s intellectual property or proprietary rights that will subject such intellectual property to an open source license or scheme in which there is or could be interpreted to be a requirement that as a condition of use, modification and/or distribution, the software be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.

1.2.7 Proprietary Rights Notices. Company shall not, and shall require its distributors not to, delete or in any manner alter the copyright notices, trademarks, logos or related notices, or other proprietary rights notices of Adobe (and its licensors, if any) appearing on or within the Software or accompanying materials.

1.2.8 Adobe recommends the following minimum criteria for use of the Software:

Screen Resolution Minimum CPU Minimum memory available to Flash

---------------------- ----------------------- ---------------------------------------------

QVGA ARM 9 200MHz 30MB

VGA ARM 9 500MHz 30MB

1.2.9 Verification Testing. Subject to this Section 1.2.9, Company shall only be permitted to distribute versions of the Software that have met the technical specifications set forth at http://www.adobe.com/mobile/licensees, or a successor web site thereto (“Technical Specifications”), and received written notification from Adobe that Company’s applicable device containing the Software meets the Technical Specifications (“Adobe Verification”). Adobe shall make available to Company the Test Suite which is comprised of an administration and test portal, a test suite, and integrated utilities that will allow Company to verify the Software meets the Technical Specifications on each Company device. Company may obtain access to the test portal by contacting Adobe Mobile Support at efsupport@adobe.com . Company will submit each Company device containing the Software along with Company’s test results from the Test Suite to Adobe in order for Adobe to perform it’s own verification of Company’s device. No later than ten (10 business days from the date of receipt of the device and test results, Adobe shall contact Company and inform Company of Adobe Verification or request additional information as necessary to complete Adobe’s verification process. In the event Adobe does not contact Company within such ten days, Adobe Verification will be deemed to have been received by Company. Notwithstanding the foregoing, Company shall not be required to submit a device and applicable test result as set forth above for new devices that are substantially similar to devices for which Company has previously received Adobe Verification. For purposes of this section, “substantially similar’ means hardware characteristics that impact the functionality of the Software remain unchanged and there is no change to major version number to the Microsoft Windows Mobile software.

1.3 Export. Company shall comply with: (i) all export laws and restrictions and regulations of the Department of Commerce or agencies or authorities of the United States and (ii) similar regulations applicable to any other country to which the transaction relates. Company acknowledges that neither the Software, nor the underlying information or technology, may be downloaded or otherwise exported or re-exported: (A) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (B) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. Company hereby represents and warrants that it is not located in, under the control of, or a national or resident of, any such country, or on any such list.

1.4 Transfer. Company may not rent, lease, sublicense, assign or transfer Company’s rights under this Agreement, or authorize all or any portion of the Software to be copied except as may be expressly permitted herein.

2. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that Company makes are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Adobe Systems Incorporated and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant Company any intellectual property rights in the Software and all rights not expressly granted are reserved by Adobe and its suppliers.

3. NO WARRANTY. The Software is made available to Company for use and reproduction “AS IS” and Adobe makes no warranty as to its use or performance. ADOBE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO COMPANY IN COMPANY’S JURISDICTION, ADOBE AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. Company agrees that Company shall not make any warranty, express or implied, on behalf of Adobe. The provisions of Sections 3, 4 and 5 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement.

4. Indemnity by Company. Company will defend, indemnify and hold Adobe harmless against any claims, suits or proceedings brought by a third party against Adobe to the extent that such claim, suit or proceeding: (a) is based on an allegation that the Company Product, or any part thereof, infringes a patent, copyright, trademark, or trade secret of a third party, or (b) as a result of Company’s promotion or distribution of the Company Products, including, without limitation, providing representations or warranties to its customers regarding Company’s or Adobe’s products. Company shall pay Adobe the damages, costs, and expenses (including reasonable legal fees) finally awarded against Adobe by a court of competent jurisdiction (or settlements agreed to in writing by Company), directly or indirectly attributable to such claim. Company's obligations under this Section 4 are conditioned on Adobe: (i) notifying Company in writing promptly after Adobe becomes aware of a claim; (ii) allowing Company the right to have sole control of the investigation, defense and settlement of the claim, (iii) cooperating with Company in the investigation, defense and settlement of the claim (as reasonably requested by Company), and (iv) making no admission of liability or fault on behalf of itself or Company.

5. LIMITATION OF LIABILITY. IN NO EVENT WILL ADOBE OR ITS SUPPLIERS BE LIABLE TO COMPANY FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN COMPANY’S JURISDICTION. ADOBE’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits Adobe’s liability to Company in the event of death or personal injury resulting from Adobe’s negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.

6. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California. The courts of Santa Clara County, California shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

7. Term. This Agreement is effective until termination of the Microsoft Agreement, or Company receives notice from Microsoft that this Agreement has been terminated (“Term”). Adobe or Microsoft may terminate this Agreement immediately if Company fails to comply with any term of this Agreement. Upon any such termination, Company must cease all use, reproduction and distribution of the Software no later than six (6) months from the date of termination, and, upon request from Adobe, destroy all copies of the Software in Company’s possession and certify such destruction.

8. Assignment. Company may not assign its rights, or delegate its obligations or any part thereof, under this Agreement without prior written consent from Adobe. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

9. Notice. All requests and notices given under this Agreement will be in writing and will be by personal delivery, facsimile transmission, or by certified or registered mail, return receipt requested and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of delivery of electronic transmission. Notices from Company to Adobe will be sent to the following address: Adobe Systems Incorporated, 345 Park Avenue, San Jose, California 95110, Attention: General Counsel.

10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Adobe. This is the entire agreement between Adobe and Company relating to reproduction and distribution of the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

11. Audit Right. Company agrees that upon request from Adobe or Adobe’s authorized representative, Company will within thirty (30) days fully document and certify that Company is in conformity with the terms and conditions of this Agreement. During the term of this Agreement, Company agrees to use commercially reasonable efforts to maintain a complete, clear, and accurate record of the copies of the Software distributed in a manner sufficient to allow Adobe to verify compliance with the terms and conditions of this Agreement. Adobe shall have the right to inspect and audit all of Company’s relevant books and records relating to the reproduction and distribution of the Software. Information obtained in connection with the audit will only be used to enforce Adobe’s rights and determine whether Company is in compliance with the terms and conditions of this Agreement. Any such audit shall be conducted upon not less than seven (7) days’ notice at Company’s offices during regular business hours and in such a manner as not to unreasonably interfere with Company’s normal business activities.

12. Support. Company agrees that Adobe is not obligated to provide support of any kind under this Agreement, including but not limited to technical support, updates, upgrades, bug fixes or enhancements to the Software. Notwithstanding the foregoing, Company may, at its option, procure support from Adobe under Adobe’s standard support terms and conditions to be agreed upon by the parties in a separate written agreement.