CANOPUS END USER LICENSE AGREEMENT 

IMPORTANT-READ CAREFULLY: This Software End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Canopus Co., Ltd. ("Canopus") for the Canopus software product(s) identified above which may include associated media, printed materials, copy protection devices, and "online" or electronic documentation (collectively "SOFTWARE"). By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, DO NOT install or use the SOFTWARE. You may, within 30 days of your purchase of a copy of the SOFTWARE, return the entire copy of SOFTWARE (including all computer media, packaging and documentation) to the place from which you purchased the SOFTWARE for a refund of the amount indicated by your sales receipt for the SOFTWARE. 

The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.

1. GRANT OF LICENSE
This EULA grants you the following non-exclusive rights:
(a) You may install and use one copy of the SOFTWARE on one computer. 
(b) You may also make copies of the SOFTWARE in machine-readable form solely for backup and archival purposes. 

If you are installing this copy of the SOFTWARE as an upgrade, update, patch or enhancement of a prior release of the same SOFTWARE which was installed on the same computer, your rights under the prior license agreement for the SOFTWARE shall be terminated, and all or any of your use of the SOFTWARE (including its prior versions) are solely under the terms of this EULA.


2. LIMITATIONS
(a) Other than as set forth in Section 1, you many not make or distribute copies of the SOFTWARE, or electronically transfer the SOFTWARE from one computer to another or over a network.
(b) You may not alter, modify, adopt or translate the SOFTWARE, or reverse engineer, decompile, or disassemble the SOFTWARE.
(c) You may not sell, rent, lease or sublicense the SOFTWARE.
(d) You may not modify the SOFTWARE or create derivative works based upon the SOFTWARE.
(d) You may not export or re-export the SOFTWARE into any country prohibited by applicable export control laws and regulations.
(e) You may not transfer all or any of your rights under this EULA and SOFTWARE. 


3. TERMINATIONS
If you exceed or violate the use limitations of this EULA in any manner, Canopus shall have the right, among other rights and remedies it may have, to terminate all of your rights hereunder, including, without limitation, disabling the SOFTWARE and terminating this EULA. In the event of termination of this EULA, you must destroy all copies of the SOFTWARE. 


4. COPYRIGHT
Canopus and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to the SOFTWARE (including, without limitation, any images, photographs, animations, video, audio, music, text and "applets" incorporated into the SOFTWARE) and any copies thereof. All rights not expressly granted in this EULA are reserved by Canopus and its suppliers.


5. WARRANTY AND LIABILITY
(a) LIMITED WARRANTY:  Canopus warrants that the media on which the SOFTWARE is distributed will be free from defects for the period of ninety (90) days from the date of receipt. Canopus does not warrant that the operation of the SOFTWARE will be uninterrupted or that SOFTWARE will be error-free.
(b) CUSTOMER REMEDIES: Canopus' entire liability and your exclusive remedy shall be replacement of the media on which SOFTWARE is distributed.
(c) NO OTHER WARRANTIES: To the maximum extent permitted by applicable law, CANOPUS DISCLAIMS ALL OTHER WARRANTIES FOR THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
(d) LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, in no event shall Canopus or its suppliers be liable to you or any third party for any special, consequential, indirect or similar damages, including any lost profits or lost data arising out of the use or inability to use the software, even if Canopus has been advised of the possibility of such damages. 

The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located. In no case shall Canopus' liability exceed the purchase price for the software. 


6. GENERAL
This EULA shall be governed by the laws of Japan, without regard to any conflict of law provisions contained therein.

No Canopus dealer, agent or employee is authorized to make any amendment to this EULA.

All questions concerning this EULA shall be directed to: Canopus Co., Ltd., 1-2-4 Murotani, Nishi-ku, Kobe 651-2241 Japan, Attention: Product Manager.

10/31/2003

