End User License Agreement

END USER LICENSE AGREEMENT

FOR USE OF:

"Touch Service software" (collectively "SOFTWARE PRODUCT") CONNECTED TO: RICOH'S INTERACTIVE WHITEBOARD ("HARDWARE PRODUCT")

IMPORTANT LEGAL NOTICE: PLEASE READ THIS CAREFULLY. THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND RICOH COMPANY, LTD. ("RICOH"). BY PRESSING THE "Accept" BUTTON, YOU ACKNOWLEDGE AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND TO BE LEGALLY BOUND BY SUCH TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE PRODUCT, AND MUST NOT DOWNLOAD THE SOFTWARE PRODUCT.

1. Ownership & Intellectual Property.

You acknowledge and agree that the SOFTWARE PRODUCT uses and contains proprietary information and technology of Ricoh and/or its licensors and embodies trade secrets and intellectual property of Ricoh and/or its licensors protected under any applicable intellectual property and other laws, and by international treaty provisions (collectively referred to as "Ricoh's Intellectual Property Rights"). Your rights in the SOFTWARE PRODUCT are limited to those license rights expressly granted under this Agreement, and Ricoh retains all rights regarding the SOFTWARE PRODUCT which are not expressly granted herein. Without limiting the foregoing, Ricoh and/or its licensors retain all right, title, and interest in and to Ricoh's Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto; (ii) all ideas, trade secrets, inventions, patents, copyrights and other intellectual property rights with respect to the SOFTWARE PRODUCT; (iii) all evaluations, comments, ideas and suggestions made by You regarding the SOFTWARE PRODUCT, even if those are incorporated into subsequent versions; and (iv) any modifications or derivative works developed from Ricoh's Intellectual Property Rights. Further, no right, title or interest to any trademarks, service marks or trade names of Ricoh is granted by this Agreement.

2. License Grant.

Subject to the terms, conditions and restrictions of this Agreement, Ricoh grants You a limited, non-exclusive, non-transferable, non-sublicensable license for the use of the SOFTWARE PRODUCT, the scope of which is stated below ("License"). Unless otherwise expressly stated to the contrary, this Agreement governs any future releases, revisions, updates or enhancements to the SOFTWARE PRODUCT.

SCOPE OF THE LICENSE:
You may use the SOFTWARE PRODUCT on your personal computer
for the sole purpose of utilizing the HARDWARE PRODUCT.

3. Restrictions on Use.

Except as specifically permitted in this Agreement or otherwise specifically permitted by Ricoh in writing, You agree not to, in whole or in part:

a) modify, alter, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any part of the SOFTWARE PRODUCT;
b) create derivative works based upon the SOFTWARE PRODUCT;
c) integrate, bundle, or combine the SOFTWARE PRODUCT with any third party's program, including any open source software;
d) remove or alter any copyright notices, labels, trademark, or any other marks contained in or attached to the SOFTWARE PRODUCT; or
e) sell, copy, loan, rent, transfer, lease, sublicense, assign, export, distribute, or otherwise make available for the benefit of third parties (whether for a fee or otherwise) the SOFTWARE PRODUCT.

4. Support & Maintenance Sold Separately.

This License does not provide for support or for maintenance of the SOFTWARE PRODUCT. Such support and/or maintenance may be available for an additional fee. Contact Ricoh for more information.

5. DISCLAIMERS & EXCLUSION OF WARRANTIES.

YOU ACKNOWLEDGE THAT THE SOFTWARE PRODUCT IS BEING PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. RICOH EXPRESSLY DISCLAIMS ANY WARRANTIES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS. RICOH DOES NOT WARRANT: THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, INCLUDING WITHOUT LIMITATION IN CASE OF COMBINATION WITH THIRD PARTY'S PRODUCT(S); THAT SOFTWARE PRODUCT WILL SUCCESSFULLY PERFORM AS PER DOCUMENTATION(S) PROVIDED BY RICOH; THAT SOFTWARE PRODUCT WILL BE BUG FREE, SECURE OR ERROR-FREE; AND THAT ANY ERRORS OR DEFECTS IN SOFTWARE PRODUCT WILL BE CORRECTED. SOME COUNTRIES OR STATES DO NOT ALLOW SUCH DISCLAIMING OF WARRANTIES, SO SOME OR ALL OF THE DISCLAIMER ABOVE MAY NOT APPLY TO YOU.

6. LIMITATION OF LIABILITY AND DAMAGES.

IN NO EVENT SHALL RICOH, ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS, OR DISTRIBUTORS (COLLECTIVELY "RICOH PARTIES") BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST REVENUE, LOST PROFITS, LOST INFORMATION, LOST OR ALTERED DATA, OR COMPUTER FAILURE OR MALFUNCTION ARISING DIRECTLY OR INDIRECTLY OUT THIS AGREEMENT OR OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR FROM THE BREACH OF ANY REPRESENTATION OR WARRANTY, WHETHER ASSERTED IN AN ACTION BASED ON CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, EVEN IF RICOH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT WILL THE RICOH PARTIES BE LIABLE TO YOU FOR ANY CLAIMS OR DAMAGES IN EXCESS OF AMOUNTS PAID BY YOU FOR THE LICENSE OF THE SOFTWARE PRODUCT. SOME COUNTRIES OR STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Termination.

This Agreement shall terminate automatically upon (i) Your use of the SOFTWARE PRODUCT beyond the scope of the License or for any purpose not authorized herein, or (ii) Your breach of any term hereof, whichever comes sooner. Upon termination, You shall immediately cease the use of and destroy the SOFTWARE PRODUCT and all copies thereof, including documentation, media, and online or electronic information relating thereto. The provisions 1, 5, 6, and 8 through and including 11 (including its all sub-paragraphs) of this Agreement shall survive the termination hereof without regard to the reason of such termination.

8. Indemnification.

You agree to indemnify and defend the Ricoh Parties against all liabilities and damages of any type whatsoever, including, but not limited to, any costs, including without limitation all legal fees and expenses required for the defense or settlement, arising from or attributable to Your use of the SOFTWARE PRODUCT.

9. Third Party Programs.

The SOFTWARE PRODUCT may include software programs, code or libraries owned by third parties ("Third Party Programs"). Your use of all Third Party Programs is subject to the terms of their respective license agreements, and by accepting this Agreement, You are also accepting those additional terms and conditions. Such additional terms and conditions may, from time to time, be specified by Ricoh. Notwithstanding anything herein to the contrary, all Third Party Programs are furnished by Ricoh "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

10. Full Compliance.

You agree to comply with all applicable laws and regulations, including without limitation those in connection with export control in U.S.A. (whether state or federal) and any countries in Europe.

11. General Provisions.

a. Legal Matters; Language. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement shall be governed by, construed and enforced in accordance with the laws of Japan, excluding the choice of law and conflict of law provisions. All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court. In the case of translation discrepancies regarding this Agreement, English language version shall control. Should any provision of this Agreement be found to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected thereby, it being the intent of the parties hereto that this Agreement shall be enforced to the full extent allowable under applicable law. No failure to exercise, and no delay in exercising, by either party, any right or any authority under this Agreement shall be deemed as a waiver thereof, nor shall any single or partial exercise of any right or authority under this Agreement preclude further exercise of any other right hereunder. All of the Ricoh Parties and Ricoh's licensors are direct and intended third-party beneficiaries of this Agreement and may enforce it against You.

b. Modification. No modification to this Agreement is binding, unless in writing and signed by a duly authorized representative of You and Ricoh.

c. Assignment. Neither this Agreement nor the License may be assigned, sublicensed or otherwise transferred by You unless prior written permission of Ricoh. No such permitted assignment shall release the original licensee from liability hereunder.

d. Equitable Relief. You acknowledge that the unauthorized use of the SOFTWARE PRODUCT and any documentation related thereto would cause irreparable injury to Ricoh for which remedies at law would be inadequate. Accordingly, Ricoh may seek immediate injunctive or other equitable relief in a court of competent jurisdiction in connection with any breach or alleged breach of the provisions of this Agreement.

e. U.S. Government Restricted Rights. If You are a U.S. government end user or affiliate thereof, then this provision applies. The SOFTWARE PRODUCT provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent regulation thereof), and is provided as a "commercial item", "commercial computer software" and/or "commercial computer software document." In accordance with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this Agreement and shall be prohibited unless specifically permitted by this Agreement.

f. Update. Ricoh may, from time to time, update and/or alter the SOFTWARE PRODUCT without any notice. You acknowledge and agree that the use of any version of the SOFTWARE PRODUCT shall be subject to this Agreement.

g. Capacity & Authority to Contract. You represent and warrant that You are of the legal age of majority in Your state and/or country and, if applicable, You are duly authorized by Your employer to enter into this Agreement.

h. Entire Agreement. Unless otherwise provided in this Agreement, this Agreement constitutes the entire agreement between You and Ricoh with respect to the SOFTWARE PRODUCT and supersedes all prior or current understandings regarding the matters set forth in the Agreement.

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