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These Download Terms and Conditions ("Agreement") constitute a legal agreement between you (either an individual or single entity) and Nikon Corporation ("Nikon") setting forth the terms and conditions governing your downloading of the Nikon software accompanying this Agreement ("SOFTWARE") which includes computer software and may include "online" or electronic documentation.

By selecting "I agree - Begin download" below, you indicate your acceptance of this Agreement and are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not authorized to download the SOFTWARE.

This license is not a sale of the SOFTWARE and you do not become the owner of the SOFTWARE through your purchase of any product, download and/or use. Nikon and/or Nikon's licensors retain ownership of the SOFTWARE and all copies thereof and all related intellectual property rights, and reserves all rights not expressly granted to you under this Agreement. This Agreement constitutes the complete and exclusive agreement, oral or written, between you and Nikon or any associated company of Nikon relating to the SOFTWARE.

1. GRANT OF LICENSE

   Nikon hereby grants to you a non-exclusive, non-sublicensable, limited license to download one (1) copy of the SOFTWARE onto one (1) of your own computers. In order to install and use such downloaded SOFTWARE, you must separately agree to the end user license agreement that accompanies the SOFTWARE, which shall appear when you install the SOFTWARE.

   The SOFTWARE is protected by Japanese copyright law and international copyright laws and treaties. You must reproduce on each copy the Nikon copyright notice and any other proprietary legends that were on the original.

2. RESTRICTIONS

   Except as otherwise stated in this Agreement, you may not make or distribute copies of the SOFTWARE to others or electronically transfer the SOFTWARE from one computer to another over a network. The SOFTWARE contains trade secrets, and in order to protect them, you may not decompile, reverse engineer, disassemble or otherwise reduce the SOFTWARE to a human-perceivable form, except as may be permitted by law. YOU MAY NOT ALTER OR REMOVE ANY COPYRIGHT, TRADEMARK OR OTHER PROTECTIVE NOTICES CONTAINED IN THE SOFTWARE. YOU MAY NOT ASSIGN OR OTHERWISE DISPOSE OF, MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL, DISTRIBUTE, NETWORK, OR CREATE OR HAVE CREATED DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

3. TERM

   The limited license to the SOFTWARE granted hereunder will terminate automatically without notice from Nikon if you fail to comply with any provisions of this license. Upon termination, you must destroy the SOFTWARE and all copies thereof immediately. You may terminate this license at any time by destroying the SOFTWARE and all copies thereof.

4. FOREIGN EXPORT

   You agree and certify that neither the SOFTWARE nor any related technical data is being or will be shipped, transferred or re-exported, directly or indirectly, into any country in violation of any applicable laws or regulations of the United States or the country in which it was obtained.

5. LIMITED WARRANTY AND DISCLAIMER

   1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, AND NIKON, ITS EMPLOYEES, DISTRIBUTORS, DEALERS AND AGENTS SPECIFICALLY DISCLAIM ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NIKON, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, AND AGENTS DO NOT WARRANT THE PERFORMANCE OF OR THE RESULTS YOU MAY OBTAIN FROM THE SOFTWARE, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER NIKON, NOR ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOSSES OR, EXPENSES OF ANY KIND, WHETHER LOSS OF PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE ARISING OUT OF OR RESULTING FROM THE SOFTWARE, HOWEVER CAUSED, EVEN IF NIKON, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND NO USE OF THE SOFTWARE IS AUTHORIZED EXCEPT UNDER THIS DISCLAIMER.
   2. Nikon hereby reserves the right to modify, adapt, translate or improve the SOFTWARE at any time.

6. U.S. GOVERNMENT RESTRICTED RIGHTS

   The SOFTWARE and electronic documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is: Nikon Corporation, 12-1, Yurakucho 1-chome, Chiyoda-ku, Tokyo 100-8331, Japan.

7. GENERAL

   This Agreement is governed by and shall be construed in accordance with the laws of Japan; provided that in the event that Japanese law is not deemed applicable to this Agreement for any reason in the country where you obtained the SOFTWARE, this Agreement shall be governed and construed in accordance with the laws of the country where you obtained the SOFTWARE. You consent to service of process in any action arising from this Agreement by regular mail or other commercially reasonable means of receipted delivery.

   If any provision of the Agreement shall be determined invalid for any reason, the remaining provisions shall not be invalidated and shall remain in full force and effect. This Agreement sets forth the entire agreement and understanding between you and Nikon, and supersedes and replaces any other agreements relating to the subject matter of this Agreement.

   The failure of any party to insist upon strict performance of any of the terms or provisions of this Agreement, or the exercise of any option, right or remedy contained herein, shall not be construed as a waiver of any future application of such term, provision, option, right or remedy, and such term, provision, option, right or remedy shall continue and remain in full force and effect.

   The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.

   Except as otherwise expressly provided herein, the provisions of Sections 2, 3 (second sentence only), 4, 5, 6, and 7 together with any provisions that by their express terms apply to periods after termination of this Agreement, shall survive termination of this Agreement for any reason.