Terms & Conditions for Axell Product's Technical Support Service 

1 Scope of Service

1.1 This document specifies the terms & conditions (hereinafter called "Conditions") for using Axell Product's Technical Support Service (hereinafter called "Service," defined in Section 2), provided by Axell or authorized Axell distributors (hereinafter collectively called the "Supplier"), to Customers (hereinafter called "Customer," defined in Section 2) have purchased an Axell product (hereafter called "Product," defined in Section 2). Upon usage of the Service by a Customer, such a Customer shall be deemed to understand and agree with the Conditions provided hereunder.

1.2 The Conditions and information concerning the Service, which the Supplier either displays on the Axell Web site's user support pages (hereinafter called "User Support Page") or announces to the Customer via electronic mail (hereinafter called "Support Information"), are together deemed to constitute the Conditions.

1.3 The Supplier may modify the Conditions by notifying (a) the fact that the Conditions and/or the Support Information have been modified and (b) the actual modifications, through the User Support Page or electronic mail sent to the Customer. Any usage of the Service by the Customer after such an announcement shall be deemed as an agreement by the Customer with the said modifications.

2 Definition of Terms

2.1 "The Customer" means an individual who registers by completing "Axell User Support Registration Request Form" and is approved by the Supplier to be eligible for the Support.

2.2 "The Product" means the registered object product(s) specified in the Customer's "Axell User Support Registration Request Form."

2.3. "The Support" means investigation, support, and advisory services provided by the Supplier to the Customer, upon receiving inquiries from the Customer who registered for the Support, with respect to various problems related to the Product (for example, problems related to the Product arising in systems in which the Product is embedded, questions about the usage and specifications of the Product and content of relevant documents, and malfunction and/or defect of the Product's evaluation board and/or development environment). The Support may not be provided if, in the judgment of the Supplier, the Customer's inquiry goes beyond the services covered hereunder (for example, inquiry regarding (a) products other than the Product, (b) information of the Products and/or other products provided on non-support basis, (c) the Product which has been altered by the Customer, (d) problems which are vague or cannot be reproduced, and (e) any non-public or confidential information of the Supplier.).

3 Service Provision Method

3.1 Language
The Service will be provided either in Japanese or English. The available language may be limited depending upon the authorized distributor from which the Customer purchased the Product. Contact your authorized distributor for details about language availability.

3.2 Means of Service Provision
The Service shall be provided by means of electronic mail and/or display on the User Support Page; provided, however, that other means may be used at the discretion of the Supplier.

3.3 Service Provision Hours
Except for the provision of information through the User Support Page, the Service will be available for a Customer within the business hours of the authorized distributor from which the Customer purchased the Product. Contact your authorized distributor for details about the said business hours.

4 Customer Obligations

4.1 Prior to usage of the Service, the Customer shall register in accordance with the procedure specified by the Supplier. Upon usage of the Service, the Customer shall comply with the provisions of the Conditions and Support Information.

4.2 The Customer shall assure all of the information provided for the said customer registration is true and accurate and shall immediately notify the Supplier if any changes occur to any portion of the said information (e.g. address, company name, individual name, or any other contact information).

4.3 The Customer must maintain the Support Information (including the User ID and password) in confidence with the same degree of care which the Customer exercises with respect to its own information of like importance and must not disclose Support Information to any third party without prior written consent of Axell.

4.4 The Customer shall cooperate with a request of assistance submitted by the Supplier in the course of indentifying the cause of a problem reported by the Customer.

4.5 The Customer shall not attempt to modify, adapt, reverse engineer, decompile, or disassemble the Support Information, software, equipment, and any other items provided to the Customer as the Service or as an appendant to the Service.

5 Prohibited Activities

Upon usage of the Service, the Customer is prohibited from undertaking any of the following activities:

5.1 Any activity which infringes or damages copyrights or other intellectual property rights, rights of publicity, rights of privacy, property, reputation, and credit of the Supplier or any other third party.

5.2 Any activity, including but not limited to, transfer, lending or renting, sales, and provision of security interest of any or all of the rights and obligations of, including but not limited to, the Support Information, software, and equipment provided to the Customer as the Service or as an appendant to the Service.

5.3 Any activity which (a) violates any statutes, laws, orders, and/or regulations, or (b) offends public order and/or ordinances.

5.4 Any other activity which the Supplier deems inappropriate.

6 Ownership

6.1 The rights, ownership, and benefits associated with the Support Information, software, equipment, and any other items, including any and all intellectual property rights therein, are owned by the Supplier or any other third party and protected by the patent law, the copyright law and other applicable treaties or laws. When installing and using software provided by the Supplier, the Customer should comply with the terms and conditions in the license agreement with the Supplier and any of the applicable laws and treaties such as copyright law and patent law.

6.2 Nothing herein shall be construed as conferring on or granting Customers from the Supplier any right or license to use under laws of copyrights, patent rights, trademark rights, design rights or other intellectual property rights to the Support Information, software, and equipment provided by the Supplier. The Supplier makes no warranty whatsoever with respect to or in connection with the Support Information, software, and equipment.

6.3 Except for private information of the Customer and other information specifically designated by the Customer, all the information provided by the Customer concerning the Service shall belong to the Supplier. The Supplier may use, modify, copy, sell, and make any other disposition on the rights specified in the section 6.2 and the information specified in this section 6.3 without the consent of the Customer.

7 Warranty and Disclaimer

7.1 The Supplier disclaims with respect to the Service (including but not limited to, any other Services, the Support Information, software, and equipment, provided to the Customer as the Service or as an appendant to the Service), all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. THE SUPPLIER PROVIDES NO, AND DISCLAIMS ALL, WARRANTIES, DUTIES AND CONDITIONS OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE REMAINS WITH THE CUSTOMER.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SUPPLIER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, OR THE PROVISION OF OR FAILURE TO PROVIDE THE SERVICE, OR OTHERWISE UNDER OR IN THE TERMS AND CONDITIONS OF USE FOR EACH OF THE SERVICE, EVEN IF THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 THE CUSTOMER SHALL COMPENSATE ALL DAMAGES TO THE SUPPLIER ARISING FROM USE OF THE SERVICE, NOTWITHSTANDING THE CAUSE OR REASON OF SUCH DAMAGE.

7.4 The Customer agrees to indemnify, hold harmless, and defend the Supplier from and against any and all damages, costs, and expenses, including reasonable attorneys' fees, incurred in connection with any claim that the Customer has breached any of the foregoing obligations and duties, or any other claim which arises out of the Customer's use of the Service.

8 Termination of the Service

8.1 The Customer may terminate usage of the Service in accordance with the procedure specified by the Supplier.

8.2 The Supplier may terminate the Service concerning the Product, in part or in total, upon providing thirty (30) days notice in advance, without the consent of the Customer.

8.3 The Supplier may terminate the Service immediately without prior notice to the Customer in the case (a) that the Customer breaches any of the Conditions; (b) that the Supplier deems that the Customer has breached the Conditions; (c) that it becomes reasonably difficult for the Supplier to provide the Support or Support Information to the Customer.

8.4 Upon termination of Service usage, the Customer shall immediately destroy any information related to the Service in an unrecoverable manner, and shall not make any leak, disclosure, transfer, lending or renting, sale or otherwise of the said information to any third party. If any equipment or any other item was lent or rented as an appendant to the Service by the Supplier to the Customer, the Customer shall immediately return such equipment or item to the Supplier.

8.5 Section 4. 3, Section 4. 5 and Sections 6 through 9 shall survive any termination of the Service, and the Customer shall remain compliant with the said sections.

9 General

9.1 The Conditions constitutes the entire and only agreement between the parties hereto regarding the subject matter hereof and supersedes any other commitments, agreements or understandings, written or oral, that the parties hereto may have had.

9.2 The Conditions and all disputes under the Conditions shall be governed by, and all rights and obligations hereunder shall be construed in accordance with the laws of Japan, without regard to principles of conflicts of laws.

9.3 Any dispute arising out of or relating to the Condition hereunder shall be subject to the exclusive jurisdiction of the Tokyo District Court.

9.4 None of the parties hereto shall be liable in damages for any delay or default in performing the Conditions in the case that such delay or default is caused by conditions beyond its control including acts of God, wars or insurrections, strikes, floods, and fires.

9.5 The Customer agrees that it will not, nor will it permit any third party to, export or re-export the Support Information, software, and equipment, provided by the Supplier, in any form, without first obtaining any required Japan and/or other governmental licenses or other authorization.

9.6 If any section of the Conditions is determined to be unlawful and the same can be deleted without altering the essence of the Agreement, the unlawful section will be severed from the Conditions but the remaining sections will remain in full force or effect.