OLYMPUS END-USER LICENSE AGREEMENT

IMPORTANT-CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BELOW BEFORE USING THE SOFTWARE.

THIS IS A VALID AND LEGALLY ENFORECEABLE AGREEMENT WITH REGARD TO THE SOFTWARE BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND OLYMPUS CORPORATION ("OLYMPUS"). THE SOFTWARE INCLUDES OLYMPUS' COMPUTER PROGRAM, ASSOCIATED PRINTED MATERIALS, DATA AND INFORMATION, WHICH ARE PROVIDED BY A VARIOUS WAY INCLUDING BUT NOT LIMITED TO PREINSTALLS, FLOPPY DISKS, CD-ROM OR THROUGH NETWORK.

BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU WILL BE DEEMED TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

ARTICLE 1. SOFTWARE

All titles and rights including copyrights to the Software are owned by Olympus and its licensors. The Software is protected by copyright laws, international copyright treaties, and any other applicable intellectual property laws and treaties.

The Software may be modified or enhanced by Olympus or its licensors for debugging, upgrading or any other purposes without advance notice. The Software shall contain such modified or enhanced version of the Software to that originally acquired by you. You can only use either the previous version or the modified or enhanced version and cannot use both of the versions.

ARTICLE 2. CONDITIONS OF USE

Under and subject to the terms, conditions and limitations set forth in this Agreement, Olympus hereby grants to you a non-exclusive license to the Software. Unless otherwise expressly provided in this Agreement or under applicable statutes, you are not granted any of the right to the Software.

If you obtain one (1) license:
the Software may be installed and used only on an incubation monitoring station (computer device) you own.

ARTICLE 3. TRANSFER

You may permanently transfer all of your rights under this Agreement to any recipients only if the recipient agrees to the terms and conditions of this Agreement and you destroy and will not keep any copies of the Software in your possession.

ARTICLE 4. RESTRICTIONS

4-1. You may not use the Software or any copy of the Software contrary to any terms and conditions in ARTICLE 2 and any other ARTICLES in this Agreement.

4-2. You may not transform, adapt or modify, make a derivative work from a whole or part of the Software without Olympus' prior written approval.

4-3. You may not reproduce, copy or distribute a whole or part of the Software without Olympus' prior written approval except in the case that you need to back-up or preserve the Software. You may make one back-up copy of the Software solely for recovery purposes.

4-4. You may not analyze, decompile, disassemble, derive information from, or otherwise reverse engineer the Software.

4-5. You agree that the Software is subject to the export control laws and regulations of Japan, U.S.A. and other competent governments. You shall follow any such applicable export control laws and regulations of Japan, U.S.A. and other competent governments.

4-6. You may not alter, erase or deface any trademark, warning, copyright declaration and other notice on the Software.

ARTICLE 5. LIMITED WARRANTY

5-1. When Olympus supplies the Software or any other products which includes the Software as the master media or as the backup media, Olympus warrants that the Software operates normally in the way as written in the attached manual only for 90 days (or the minimum term which permitted by any applicable laws to be longer than 90 days) since the supply of the Software. Olympus' and its suppliers' entire liability and your exclusive remedy shall be replacement or repairing of the Software that does not meet the above limited warranty in the event that such Software shall be returned to Olympus or its suppliers with a copy of your receipt. The additional warranty period is 90 days since you receive replaced or repaired Software. However, Olympus shall not be liable in case that the Software trouble comes from the incorrect use or the use which deviates from the normal use.

5-2. Except as expressly provided in the limited warranty section above, the software is provided to you "as is" basis without warranty of any kind, either expressed or implied, including, but not limited to, warranties of non-infringement, merchantability, and/or fitness for a particular purpose.

5-3. To the maximum extent permitted by applicable law, neither Olympus nor its suppliers shall be liable for any damages suffered or incurred by you or any other third party (including, but not limited to, general, special, direct, indirect, consequential or incidental damages including damages for loss of business profits, business interruption, loss of business information and the like), arising out of or in connection with the delivery, use or performance of the software, even if Olympus has been advised of the possibility of such damages. Olympus' liability hereunder shall in no event exceed the amount paid for the Software by you to Olympus or its licensor under the terms and conditions of this Agreement.

5-4. There are cases when the Software includes Open Source Software and the other software open to the public (collectively "OSS"). In such cases, the program and code of OSS included in the Software may be governed under the condition specified in each OSS. To the extent the terms of the licenses applicable to OSS prohibit any of the restrictions in this Agreement with respect to such OSS, such restrictions will not apply to such OSS. The program and code of OSS shall be expressly excluded from all warranties, indemnities and support by Olympus specified in this Agreement.

ARTICLE 6. TERMINATION OF THE AGREEMENT

Without prejudice to any other rights, Olympus may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement, provided that your obligations hereunder will survive the termination. In case of the termination of this Agreement, you must immediately cease to use the Software and destroy all of the Software and its copies.

ARTICLE 7. GOVERNING LAW AND VENUE

This Agreement shall be governed by, performed under and construed in accordance with the laws of Japan and with regard to any related legal action, you agree to exclusive jurisdiction and venue in courts in Tokyo, Japan.