By downloading, installing, or otherwise using the Tool and Materials (as defined in Article 1) which are designed or provided by Sanken Electric Co., Ltd. (“Sanken”), you are assumed to have fully agreed to abide by this License Agreement (the "Agreement"). If you choose not to agree with this Agreement, do not download, install, or use the Tool and Materials.

Article 1 DEFINITION
In this Agreement, the following terms shall have the meanings set forth in the relevant item.

• Products: MD Series
• Tool: Any tools for designing products
• Materials: Any manuals, documents, references, papers, electronic file, and other information relating to the Products or Tool.

Article 2 License Provisions

• Limited Grant of the License
  Subject to all the provisions herein, Sanken hereby grants to you, to the extent that we are authorized, and you accept and comply with all the provisions herein, a limited, non-exclusive, and non-transferable license set forth in each of the following items with respect to the Tool to simulate systems that use semiconductor devices manufactured by or for Sanken. Sanken retains the rights to, at its sole discretion, terminate your right to use the Tool and any information generated using the Tool under this Agreement:
  
  • The right to install the Tool on a computer managed and owned by the user to develop and test user’s programs running with the Products (the "User’s Programs");
  • The right to use or reproduce the Tool to develop and test the User’s Programs;
  • The rights to use or reproduce the Materials to the extent reasonably necessary for exercising the rights set forth in Article 2-1-(2) in this Agreement.
• Scope of the License
  The Tool is specifically designed for using solely and exclusively the Products. You can only use the Tool for the purpose of design, simulation and operation check using the Products.
• Restrictions
  
  • You may not, in whole or in part, modify, revise, reverse-engineer, decompile, disassemble the Tool and create its derivatives in any manner except and only to the extent that such activity is expressly permitted by applicable law.
  • You may not remove, overprint or deface any notice of copyright, trademark, logo, intellectual property, and other notices of ownership from the Tool.
  • No contents in the Tool can be transcribed or copied or both without Sanken’s prior written consent. You may not sale, transfer, assign, lend, reprint, distribute or deliver the Data to any third parties.
  • You must not use the Tool for the purpose of any military applications or use, including but not limited to the development of weapons of mass destruction. In the event of exporting the Tool, or providing them for non-residents, you must comply with all applicable export control laws and regulations in each country including the U.S. Export Administration Regulations (EAR) and the Foreign Exchange and Foreign Trade Act of Japan, and follow the procedures required by such applicable laws and regulations.

Article 3 Warranties and Limitations

• The Tool, all contents in the Tool and results obtained through the use of the Tool are presented for the sole purpose of reference of use of the Products and no license, express, implied or otherwise, is granted hereby under any intellectual property rights or any other rights of Sanken.
• Sanken assumes no responsibility whatsoever for any and all damages and losses that may be suffered by you, users or any third party, or any possible infringement of any and all property rights including intellectual property rights and any other rights of you, users or any third party, resulting from the Tool, the contents in the Tool and results obtained through the use of the Tool.
• Sanken assumes no responsibility for any results and information (including design, development of programs, debug, writing to flash memory, or functional operation) which you will obtain through the use of the Tool (including its accuracy, usefulness, and reliability). You shall, at your own responsibility, verify, test, and confirm such results and information on any equipment or systems.
• The Tool shall be furnished to you on an “AS IS” basis. Unless otherwise agreed in writing between Sanken and you, Sanken makes no warranty of any kind, whether express or implied, as to the quality of the Tool (including the merchantability, and fitness for a particular purpose or a special environment thereof), the warranty that it will operate in your operating environment, and any contents in the Tool (including its accuracy, usefulness, and reliability).
• Although Sanken has prepared the Tool with its due care to pursue the accuracy thereof, Sanken does not warrant that it is error free and Sanken assumes no liability whatsoever for any and all damages and losses which may be suffered by you resulting from any possible errors or omissions in connection with the contents in the Tool.
• The Products, the Tool, and the Materials are intended for use as components of electronic equipment or apparatus (transportation equipment and its control systems, home appliances, office equipment, telecommunication equipment, measuring equipment, etc.). If considering use of the Products, the Tool, and the Materials for any applications that require higher reliability (traffic signal control systems or equipment, disaster/crime alarm systems, etc.), you must contact a Sanken sales representative to discuss the suitability of such use and put your signature, or affix your name and seal, on the specification documents of the Products and the Tool and return them to Sanken, prior to the use of the Products and the Tool. The Products, the Tool, and the Materials are not intended for use in any applications that require extremely high reliability such as: aerospace equipment; nuclear power control systems; and medical equipment or systems, whose failure or malfunction may result in death or serious injury to people, i.e., medical devices in Class III or a higher class as defined by relevant laws of Japan (collectively, the “Specific Applications”). Sanken assumes no liability or responsibility whatsoever for any and all damages and losses that may be suffered by you, users or any third party, resulting from the use of the Products, the Tool, and the Materials in the Specific Applications or in manner not in compliance with the instructions set forth herein.
• In no event shall Sanken be liable for any special, indirect, incidental, punitive or damages caused, arising in any way out of and this Agreement, or your use of the Tool, whether or not Sanken has been advised of the possibility of such damages. These excluded damages include, but are not limited to, damages to credit, damages due to malfunction or functional failure on systems, cost of removal or reinstallation, procurement of substitute goods or services, outside computer time, labor costs, loss of data, loss of goodwill, loss of profits, loss of savings, loss of use or interruption of business or other economic loss.
• You must take, at your own responsibility, preventative measures including using a sufficient safety design and confirming safety of any equipment or systems in/for which the Tool are used, upon due consideration of fail-safe, etc., in order not to cause any human injury or death, fire accident or social harm which may result from any failure or malfunction of the Tool. Sanken assumes no responsibility for such human injury or death, fire accident or social harm.
• All contents in the Tool and this Agreement are subject to any change without notice due to improvement, etc. Please make sure that the contents in the Tool and this Agreement reflect the latest revisions before use.
• Nothing in this Agreement will be construed as an obligation for Sanken to maintain or support the Tool or to provide upgrades, updates or plug-ins to the Tool.

Article 4 Termination
In the event you come under any one of the following items, Sanken shall be entitled to terminate the Agreement without notice:

• Any breach of this Agreement which has not been remedied within thirty days after Sanken’s written notice of such breach
• Insolvency or suspension of business by any financial institution;
• Revocation or suspension of a business license by the competent regulatory authorities;
• Preliminary seizure, preliminary disposition, enforcement against its assets by a third party whereby it is found that you are not likely to perform its contractual obligations;
• Commencement of bankruptcy procedures or similar insolvency procedures by or against you regardless of whether you are voluntary or involuntary;
• Resolution of dissolution, liquidation, or merger with a third party; or
• Any other event equivalent to each of the foregoing events, which is likely to cause negative impact on the financial condition of you.

Article 5 Reservation of Rights

• Subject to the license granted to you pursuant to this Agreement, Sanken shall own and shall continue to own all right, title, and interest in and to the Tool, including all copies thereof. Furthermore, this Agreement shall not transfer copyrights or other intellectual property rights to the Tool to any third parties.
• All rights and title in and to any specific trademark or tradename belong to Sanken and such original right holder(s).

Article 6 Others

• When you are found to be related to an organized crime group or a member of an organized crime group as set forth in Article 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77 of 1991) or when you cause an organized crime group member to gain undue profits through business activities as set forth in Article 32-2 of the same Act, Sanken may cancel this Agreement in whole or in part without requiring any notice. In the event Sanken terminates this Agreement in whole or in part pursuant to the provisions of this paragraph, Sanken shall not compensate user for any damage.
• This Agreement shall constitute the entire and exclusive agreement of the parties with respect to the Tool and shall supersede any and all negotiations, agreements and undertakings previously or simultaneously made.
• This Agreement shall be governed by and construed in accordance with the laws of Japan without reference to its conflicts of law rules. In the event that any doubt arises with respect to any matters in this Agreement or matters not provided in this Agreement, Sanken and you shall consult with each other in good faith and resolve the same. Any claims or disputes between you and Sanken arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court of Japan.