Disclaimer

This Limited Use License Agreement (“License”) sets forth the Terms and Conditions for use of Engineering Tools (“Engineering Tools”) provided by Panasonic Industrial Devices Europe GmbH (“PIDEU”) to the customer (“You” or “Licensee”). You agree to be bound by the Terms and Conditions of this License and to use the Engineering Tools only in accordance with the Terms and Conditions described below.

License

PIDEU reserves all right and title in the Engineering Tools.

Subject to the terms and conditions of this License PIDEU hereby grants You a revocable, non-transferable, non-exclusive and royalty-free right to install and use the Engineering Tools solely and exclusively in conjunction with PIDEU Module. This is a Limited Use License Agreement and not an agreement for sale.

You acknowledge that You receive only a LIMITED LICENSE TO USE the Engineering Tools and that You shall obtain no title, ownership nor any other rights in or to the Engineering Tools nor in or to the algorithms, concepts, designs and ideas represented by or incorporated in the Engineering Tools.

Restrictions

Except to the rights granted under the provision “License” of this Limited Use License Agreement You may not (a) transfer the Engineering Tools to any third party, (b) sell, resell, rent, lease, loan the Engineering Tools, c) modify the Engineering Tools or (d) attempt to reverse engineer, decompile or disassemble any portion of the Engineering Tools.

Limitation of Warranty

THE ENGINEERING TOOLS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PIDEU DOES NOT MAKE OR PASS ON ANY WARRANTY OR REPRESENTATION TO YOU OR OTHER THIRD PARTY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PIDEU DOES NOT WARRANT THAT THE ENGINEERING TOOLS WILL BE ERROR-FREE, FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR THAT IT WILL MEET YOUR REQUIREMENTS. ANY SUPPORT FOR THE ENGINEERING TOOLS IS EXCLUDED.

Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, PIDEU SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGE SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE INSTALLATION, USE OF OR INABILITY TO USE THE ENGINEERING TOOLS. THE ABOVE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE. FURTHERMORE PIDEU HEREBY DISCLAIMS ANY WARRANTY AND LIABILITY WHATSOEVER FOR ANY DEVELOPMENT CREATED BY OR FOR YOU AND BY OR FOR YOUR CUSTOMERS.

Export

You agree not to export or re-export to any country the Engineering Tools in any form without the appropriate export licenses under the laws and regulations of the country where You reside, and, if necessary, re-export licenses under the U.S. or foreign export laws and regulations. You also agree that You shall not make use of the Engineering Tools for "Military Purposes." In this Article, „Military Purposes" means the design, development, manufacture or use of any weapon including without limitation nuclear weapon, biological weapon, chemical weapon and missiles.

Term and Termination

This License is effective until terminated. You may terminate this Limited Use License Agreement at any time by destroying the Engineering Tools and related documentation and all copies thereof. PIDEU may in its sole and absolute discretion, at any time and for any or no reason suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. This License will also terminate automatically if You fail to comply with any terms or conditions of this License. Upon such termination, You agree to destroy the Engineering Tools and related documentation and all copies thereof.

Entire Agreement

This License contains the entire and sole agreement between You and PIDEU, and supersedes all representations, undertakings and agreements previously made between You and PIDEU and shall prevail over the terms and conditions set forth in any document from You with respect to the subject matter of this License.

Governing Law

This Limited Use License Agreement will be governed by and construed in accordance with the laws of Germany. You agree that any action related to this Limited Use License Agreement will be brought to the Court of Lueneburg, Germany

End User License Agreement

These terms and conditions (“Agreement”) create a contract between you and Panasonic Cycle Technology Ltd .Co ("PCT" or “We”). Please read this Agreement carefully before clicking the “Agree”, downloading or using our services. If you do not agree to the terms of this Agreement, do not click on the "Agree" and do not download or use the Software.

To confirm your understanding and acceptance of the Agreement, click “Agree.”

Article 1. Our Services

1.1 This Agreement governs your use of the electric bicycle’s fault detection services provided by PCT or its affiliate(s) (“Services”) through the Software.  “Software” means the proprietary PCT software products for the Services, which you may download onto your computer from our website and use on your desktop of your computer, and any improvements, updates or new-release versions hereof, and Manuals for the Maintenance system, Instruction manuals, brochures, catalogues or any other documentation in and to the proprietary PCT software product. Our Service is for professional users, and is not targeted towards consumers.  Our Services are available for your use in EU, Norway, and Switzerland.

1.2 In order to use the Software under this Agreement, you shall activate your copy of the Software with the valid license key provided to you (“Dongle Key”). You may purchase the Dongle Key from Panasonic Industry Europe GmbH ("PIEU") or PCT or their authorized distributors.  One Dongle Key is required for each computer.  We may release updates version of the Software at any time and at our expense. If we release the updates, you shall download and use the latest version of the Software.

Article 2. License

Subject to full compliance with conditions of this Agreement, PCT grants to you, in European Union, Norway , and Switzerland, a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to download, install and use the Software solely for the purpose of detecting faults of electric bicycle.

Article 3 Restrictions 

You shall not: (a) copy all or any portion of the Software; (b) decompile, disassemble or otherwise reverse engineer (except to the extent expressly permitted herein or by applicable law) the Software or any portion thereof; (c) modify the Software or create deliberative works of the Software, in whole or in part; (d) distribute, disclose, sell, lease, sublicense or otherwise transfer the Software, in whole or in part, to any third party; (e) remove or alter any copyright, trademark, trade name or other proprietary or confidential notices or labels appearing on the Software; or (f) utilize any equipment, device, software, or other means designed to circumvent or remove any form of Dongle Key(s) or copy protection used by PCT in connection with the Software, or use the Software together with any authorization code, Dongle Key, serial number, or other copy protection device not supplied by PCT, PIEU or through an authorized partner.

Article 4 Support

4.1 If any trouble in the course of activating the Dongle Key, including, but not limited to, your computer is not recognized the Dongle Key,  you can contact to PIEU or their authorized distributers which you purchased such Dongle Key.

4.2 If any bug, defect or error is found in the Software, you can contact to PIEU at info.pieu@eu.panasonic.com. Upon notice by PIEU, PCT may repair such error at PCT’s expense and in its sole discretion. If you provide feedback or suggestions about the Software, then we (and those we allow) may use such information without obligation to you.

Article 5 Ownership and Confidentiality

5.1 Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, as between you and PCT, PCT have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software. You acknowledge that you are obtaining only a limited license right to the Software, and that irrespective of any use of the words “purchase”,“sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.

5.2 You acknowledge and agree that the Software is the proprietary of PCT and you shall keep in confidence in the Software and shall not disclose to any other parties without prior written consent of PCT. You shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the Software, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

Article 6 Warranties and Indemnifications

6.1 PCT hereby warrants that it has all the necessary rights and authority to enter into this Agreement and to grant license hereunder.

6.2 You acknowledge and agree that (i) the Service is only to detect the electric bicycle’s fault and (ii) any issue regarding any warranties of the electric bicycle itself, or its parts or portion thereof (“Issue”) is subject to the agreement between you and the party you purchased the electric bicycle, and PCT and PIEU shall not be responsible for any liabilities arising out of or in connection the Issue with to you.

6.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 6, THE SOFTWARE AND THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.

Article 7 Miscellaneous

7.1 Modifications of the Agreement: PCT may, from time to time, change this Agreement. You shall look at the Terms regularly. If you do not agree to the modified Agreement, you shall discontinue your use of that Software. Your continued use of the Software constitutes your acceptance of the modified Terms.

7.2 Compliance: You shall comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws).

7.3 Term and Termination: This Agreement shall be effective until terminated by you or PCT. You may terminate this Agreement at any time with or without notice to PCT or PIEU, provided that, before termination of this Agreement, you shall stop using the Software and the Service, and delete any Software. PCT may terminate this Agreement at any time by giving thirty (30) days prior written notice of termination to you. Upon termination notice by PCT, you shall immediately stop using the Software and the Service, and delete any Software. Your rights under this Agreement shall terminate automatically if you fail to comply with any terms of this Agreement. The provisions of Articles 5, 6 and 7 shall survive termination or expiration of the Agreement.

7.4 Severability: If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

7.5 Governing law: Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of Japan.