Software Terms of Use
(SDS KnitPaint-Online Series)

With respect to the use of the SDS KnitPaint-Online series software and optional software associated therewith (the “Software”) provided by SHIMA SEIKI MFG., LTD. (“Shima Seiki”), these Software Terms of Use (these “Terms of Use”) set forth legal commitments applicable between a user who uses the Software (the “User”) and Shima Seiki. Any User who does not agree to the terms set forth herein (the “Terms”) cannot use the Software.

Article 1. Terms of Use

1. In using the Software, the User shall comply with the Terms. The Software includes software for which a third party other than Shima Seiki has the rights ("Third Party’s Software"), and User shall comply with the Terms of Use of Shima Seiki’s Software and terms and conditions of the Third Party’s Software.
2. These Terms of Use constitute the entire agreement between Shima Seiki and the User concerning the use of the Software, and any other agreement or representation that is not contained in these Terms of Use shall not legally bind either party.
3. In case of any discrepancy between the separate agreement between User and Shima Seiki with respect to the Software and these Terms of Use, the terms of such separate agreement shall prevail.

Article 2. Amendment of these Terms of Use

1. Shima Seiki may amend these Terms of Use.
2. If Shima Seiki intends to amend these Terms of Use, it will designate when such amendment will come into effect, and provide notice by email of such intention, the details of these Terms of Use after amendment, and when such amendment will come into effect. Shima Seiki will also disseminate the same to the User by posting on its website.
3. Notwithstanding the provisions of the preceding paragraph, if the amendment of these Terms of Use through the procedure set forth in the preceding paragraph is not allowed by any law or regulation, Shima Seiki shall separately obtain the User’s consent to amendments to these Terms of Use.

Article 3. Ownership of Copyright

1. Any and all copyright or other intellectual property rights pertaining to the Software and the Third Party’s Software shall be vested in Shima Seiki and the owner of Third Party’s Software each by each. The Software is protected by the Copyright Act and other statutory laws and treaties on intellectual property rights.
2. Any and all copyrights and other intellectual property rights pertaining to the documentation and other related materials provided together with the Software (the “Materials”) shall be vested in Shima Seiki and the owner of Third Party’s Software each by each. Such Materials are protected by the Copyright Act and other statutory laws and treaties on intellectual property rights.

Article 4. License for Use

1. Shima Seiki shall grant the User a non-exclusive right to use the Software in accordance with the terms of these Terms of Use.
2. The User can obtain the right to use the Software by purchasing a Download Card (a card issued by Shima Seiki containing a redemption code to obtain a license number for the Software.).
3. The User cannot download the Software before Shima Seiki confirms that he/she has consented to these Terms of Use. The User shall by himself/herself download the Software and install it on a computer prepared by the User which satisfies the specifications designated by Shima Seiki.
4. The User may not use the Software for any purpose other than its business.
5. The User will not obtain any copyright, ownership or any other right pertaining to the Software other than the rights granted under these Terms of Use.
6. Shima Seiki may upgrade the version of the Software as it deems appropriate. The Software so upgraded shall also be deemed as the Software and these Terms of Use shall apply to the use of the Software after the said upgrade.

Article 5. Account Registration

1. The User is requested to create its account registration as a User on SHIMA SEIKI Online Services (the “SHIMA Online”) of the website provided by Shima Seiki, and registration of the Software licensed to him/her on the “SHIMA eStore” Page (the “SHIMA eStore” Page”) in the method designated by Shima Seiki. Notwithstanding the foregoing, if Shima Seiki and the User agree that Shima Seiki will create the User’s account registration and registration of the Software licensed to the User, Shima Seiki shall register the relevant information.
2. In order to use the Software, the User needs to register its latest and accurate information on its account referred to in the preceding paragraph. Any inaccuracy in the User’s information may disrupt the provision of the license for the Software by Shima Seiki.
3. If any conditions of the license for use is modified due to change to the optional settings or the like, consolidation or abolishment of any Software type or the like relating to the provision of license for the Software at the convenience of Shima Seiki, Shima Seiki may post the information of such modification on its official website or give notice thereof to the email address registered on the User’s account. If the User does not accept the contents of such announcement or notice, Shima Seiki may revoke the license to use the Software under these Terms of Use. In such case, Shima Seiki will not bear any responsibility for any damage suffered by the User due to its inability to use the Software.
4. If a User who has registered on the SHIMA Online changes such User’s information registered thereon or increases the number of licenses, such User needs to update the User’s information on the SHIMA Online and the product information on the SHIMA eStore Page. Not correctly updating the User’s information and the product information may disrupt the provision of the license for the Software by Shima Seiki. Notwithstanding the foregoing, if Shima Seiki and the User agree that Shima Seiki will update the above-mentioned User’s information and the like, Shima Seiki shall update the relevant information.

Article 6. Types of License and Limitation of Use

Article 7. Effective Term

1. The effective term of the Software License depends on the type of said Software purchased by the User. Such effective term shall commence on the date on which the User obtained the license number by entering the redemption code on the purchased download card.
2. During the effective term of the Software License, the User may not cancel the Software License before the expiration date.

Article 8. Download Card

1. The User shall purchase a Download Card provided by Shima Seiki or its distributors designated by Shima Seiki for each license.
2. The User shall obtain a license number and download the Software by entering the redemption code provided on the Download Card at the SHIMA eStore Page by the expiration date indicated on the Download Card.

Article 9. Prohibited Acts

1. The User is prohibited from reproducing all or any part of the Software or the Materials.
2. The User is prohibited from making any alteration (including an upgrade) to, reverse engineering, reverse compiling or disassembling the Software.
3. The User who purchased a Download Card is prohibited from using the Software out of the country of purchase, except for the temporary use.
4. The User is prohibited from granting any license to use the Software, or selling, lending or leasing the Software and the Materials, to any third party (such third party includes the User’s parent company, subsidiaries and other affiliates as well as business partners).
5. The User is prohibited from using the Software in any manner that contravenes any provision of these Terms of Use, or any method designated by Shima Seiki.
6. The User is prohibited from analyzing any data or file generated by using the Software.
7. The USER is prohibited from converting a knitting program created with the Software to a program for a knitting machine of another brand.

Article 10. Confidentiality

Article 11. Privacy Policy

1. Shima Seiki will obtain the User’s information through fair and lawful means. The User’s information to be obtained by Shima Seiki includes, among other things, the name, email address of the User, and the organization that the User belongs to, as well as the country of the User.
2. Shima Seiki will use the User’s information for the purposes described below:
   ( i ) Providing, improving and enhancing the Software;
   (i i) Addressing comments and requests from the User; or
   (iii) Soliciting or otherwise conducting marketing for products or services of Shima Seiki.
3. For the purpose of improving the quality or fixing problems of the Software, and also soliciting, advertising or otherwise conducting marketing for products or services of Shima Seiki, Shima Seiki will anonymously collect and analyze data on computer(s) used by the User on which the Software is installed (such as information of such computer(s), and the product name, version, functions used, configuration, location and error logs of the Software). The User shall acknowledge and agree to such acts by Shima Seiki.
4. Shima Seiki will not provide any of the User’s information to any third party without obtaining prior consent from the relevant User, except where the provision thereof is permitted by any law or regulation or set forth in these Terms of Use.
5. Shima Seiki will provide the User’s information set forth in Article 11.1 as well as the collected information and analysis results set forth in Article 11.3, to its subsidiaries (whether or not they are consolidated subsidiaries), contract distributors and contract agents in order to solicit or otherwise conduct marketing for products or services of Shima Seiki.
6. Shima Seiki will endeavor to keep the User’s information accurate and up to date to the extent necessary for its purpose of use, and delete the User’s information upon completion of the purpose of use.
7. Shima Seiki will take appropriate information security measures against unauthorized access, computer viruses or the like in order to prevent any loss, destruction, falsification, leakage or the like of the User’s information.
8. Shima Seiki may outsource to a third party the handling of the User’s information it acquires, in whole or in part. Shima Seiki will appropriately manage such outsourced third party through execution of a contract concerning the handling of the User’s information or through other means.
9. Requests can be made to Shima Seiki concerning the User’s information, with regard to notification of the purposes of its use, disclosure thereof, correction, addition or deletion of any particular thereof, suspension of its use, deletion thereof, or suspension of provision thereof to a third party (collectively, the “Disclosure”). For the relevant procedures, please contact the Service Desk for Complaint and Consultation Concerning Personal Information. However, please note that there may be cases where the Disclosure is not possible due to the relevant provisions of any law or regulation or the like.

Article 12. Indemnity

1. Shima Seiki and the owner of Third Party’s Software will not bear any responsibility for any damage directly or indirectly suffered by the User or any third party in relation to the Software. The User shall hold Shima Seiki and the owner of Third Party’s Software harmless from any damage, loss or liability suffered by Shima Seiki and the owner of Third Party’s Software concerning any claim made by any third party against Shima Seiki and the owner of Third Party’s Software in relation to the use of the Software. Provided, however, that if the said damage, loss or liability is due to any cause attributable to Shima Seiki, Shima Seiki will be liable to indemnify the User only to the extent of the amount equivalent to the price of the Download Card purchased by the User.
2. Shima Seiki and the owner of Third Party’s Software will not provide any warranty concerning the Software (including any warranty that the Software satisfies the User’s requirements, the Software operates correctly, or the Software is free from any defect), or bear any legal liability (including liability for non-conformity to contract and tort liability). If Shima Seiki deems it necessary at its discretion, it may correct a malfunction of the Software at any time and provide a corrected version of the Software to the User.

Article 13. Revocation, etc. of License

1. Shima Seiki may revoke the license to use the Software granted to the User (the “Revocation”) without advance notice at its convenience, during the term of the Software License Agreement. In such case, Shima Seiki will report such Revocation to the User as soon as possible. If a Revocation is made, Shima Seiki will refund to such User the amount obtained by dividing the amount of the Download Card Fee paid by such User for the relevant effective term of the Software License by the number of the effective days, and then multiplying the resulting amount by the actual number of days in the period from the day following the Revocation to the expiration date of such effective term of the Software License. Other than those set forth above, no refund of the Download Card Fee will be made by reason of the Revocation.
2. Shima Seiki may, at its own discretion, temporarily suspend the license to use the Software granted to the User due to failure of the Software or any other reason (the “Suspension”). The User shall be obliged to pay the Download Card Fee even during the duration of the Suspension.
3. If Shima Seiki makes a Revocation, these Terms of Use and the Software License shall terminate.
4. Shima Seiki will not bear any responsibility for any damage suffered by the User due to the Revocation, the Suspension or the termination of the Software License accompanying the Revocation.

Article 14. Unilateral Cancellation by Shima Seiki

1. If the User breaches any of the terms of these Terms of Use, Shima Seiki may, without any notice or demand to the User, immediately cancel these Terms of Use, revoke the license to use the Software, and cancel the Software License.
2. Even if the Software License is canceled pursuant to the preceding paragraph, the User shall not be discharged from the obligation to pay the Download Card Fee.
3. If the Software License is cancelled pursuant to Article 14.1, Shima Seiki may claim against the User for compensation of damages suffered by Shima Seiki due to breach by the User.

Article 15. Notice

Article 16. Survival

Article 17. Governing Law

Article 18. Jurisdiction