KAGA ELECTRONICS CO., LTD.
SOFTWARE LICENSE AGREEMENT
IMPORTANT - PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING.

By installing or using this software on a computer hard drive (or other media), you indicate your acceptance and agreeing to be bound by the terms and conditions of this agreement. If you do not agree to this terms and conditions, do not install or use the software.
1. DEFINITIONS
The following words and expressions shall, unless the context otherwise require, have the following meanings:
1.1. "Agreement" means this agreement made between Licensor and Licensee on the Effective Date (as defined below).
1.2. "Effective Date" means the date on which Licensee installs the Software on its computer system(s).
1.3. "License" means a nonexclusive, nontransferable and nonassignable license granted under this Agreement to install and use the Software solely on the terms and conditions set forth in this Agreement. 
1.4. "Licensee" means you, the end user, whether an individual or an entity, to whom Licensor grants the License, and who is responsible for complying with all of the contractual obligations of the License.
1.5. "Licensor" means KAGA ELECTRONICS CO., LTD.
1.6.  "Software" means the computer software or demo version of the Software, including any associated documentation, enhancements, error corrections, updates, translation; compilations, derivative works, copies and improvements to the Software, configurations, installations and other support tools and utilities provided to Licensee under this Agreement.
2. THE LICENSE
2.1. Subject to the terms and conditions of this agreement, Licensor hereby grants to Licensee and Licensee hereby accepts from Licensor a personal, nonexclusive, nontransferable and nonassignable license to install and use the Software on Licensor's single computer solely for use in conjunction with the KAGA wireless pen and mouse 
2.2. The Licensed Software is licensed, not sold, the Licensor retains full title and ownership of the Software and all rights to the Software.
3. LICENSE RESTRICTIONS
3.1. Licensee may not copy, modify, loan, rent, sell, distribute including by sublicense or transfer by any media any part of the Software to any person or entity, and Licensee agree to prevent unauthorized copying of the Software. 
3.2. Licensee may not reverse engineer, decompile, analyze, or disassemble the Software. 
3.3. Licensee may not copy and distribute the Software in binary form with Licensee's product. 
3.4. Licensee may not amend, delete or remove any identifiable copyright notices, trade-marks, title or other proprietary notices, restricted rights or identifying works, marks or designs of Licensor in the Software.
4. PROPRIETARY RIGHTS
4.1. Licensee acknowledges and agrees that Licensor owns all legal title, ownership rights, and intellectual property rights in the Software and no title is transferred to Licensee under this agreement.
4.2. Licensee acknowledges that the Software may be protected by copyright or other intellectual property laws and international treaties.
4.3. Any modifications, corrections or enhancements, and any related materials and documentation, and all proprietary rights therein, including, but not limited to, copyright, shall belong exclusively to Licensor.
5. CHANGES 
Licensor may make any changes, enhancements, error corrections, updates, and improvements to the Software, at any time without notice, temporarily or permanently, in its sole discretion. Licensor is not obligated to support or update the Software.
6. LIMITATION OF LIABILITY & WARRANTY
THE SOFTWARE AND ANY RELATED DOCUMENTATUIN IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT  LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE.
 IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION TO LOST DATA, PROFITS, GOODWILL OR OTHER BUSINESS INTERRUPTION, ARISING OUT OF ANY CLAIM, INCLUDING A CLAIM OF PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR USE OF THE SOFTWARE OR INABILITY TO PERFORM OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE ACKNOWLEDGES THAT THE SOFTWARE MIGHT CONTAIN DEFECTS AND IS INHERENTLY UNSTABLE BY ITS NATURE. 
LICENSEE AGREES THAT LICENSOR AND ITS SUPPLIER'S ENTIRE LIABILITY FOR ANY CLAIM OR DEMAND ARISING FROM OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE SUM OF FEE LICENSEE PAID TO LICENSOR FOR THE SOFTWARE.
THE FOREGOING WARRANT IS LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR ARISING BY STATUE, CUSTOM OR TRADE USAGE.
Because some jurisdictions prohibit exclusion or limitation of liability, the above limitation may not derogate from the liabilities of Licensor under the law and remedies available to Licensee under the law.
7. LEGAL COMPLIANCE
The Licensee shall fully comply with all applicable laws, statues, ordinances and regulations regarding the use of the Software.
8. ASSIGNMENT
Licensor may assign, subcontract or otherwise transfer this License and any of its rights and obligations hereunder, including, without limitation, rights and duties of performance, to any third party without notice. Licensee may not transfer sub-contract or otherwise transfer by operation of law or otherwise the License or any of its rights or obligations hereunder, unless it received a prior written of Licensor. 
9. INDEMNIFICATION
9.1. Licensee agrees to indemnify and hold Licensor and its employees harmless from and against liability arising out of or resulting from the grant of License to Licensee, and/or resulting from the negligence or willful misconduct of Licensee, without derogating from the generality of the foregoing, liability arising out of or resulting from or relating to the use of the Software including, but without limitation, from product liability claims relating thereto and/or arising out of manufactures liability.
9.2. This indemnification provision shall remain in effect even if this Agreement is terminated.
10. TERMINATION
10.1. This Agreement shall be effective as of the Effective Date unless and until terminate.
10.2. Licensor shall have the right to terminate this Agreement at any time, without notice to License, if Licensee fail to comply with any of the terms and conditions of this Agreement or its obligations under this Agreement, for any reason whatsoever. 
10.3. Upon termination of this Agreement as above stated, all rights in and to the Software shall revert to Licensor, and Licensee shall not be entitled to make any further use and exploitation in any of the Software. Licensor upon its sole discretion shall be free and entitled to commercialize and assign the rights to use and exploit the Software to any third party.
10.4. Termination of this Agreement shall not relieve Licensee of any obligation accruing prior to such termination.
11. MISCELLANEOUS
11.1. All Licensor's remedies specified herein or otherwise available shall be cumulative and in addition to any and every other remedy provided hereunder or now or hereafter available at law or in equity.
11.2. No failure or delay of one of the parties in exercising any right, power or remedy arising under this Agreement shall prevent a subsequent enforcement of the same, nor shall be deemed a waiver of any subsequent breach.
11.3. The terms contained in this Agreement constitute the entire Agreement and understanding between Licensor and Licensee with respect to the subject matter hereof and may not be modified or amended except by a written instrument duly signed by Licensor and Licensee. The provisions of this Agreement supersede all prior oral and/or written representations, quotations, statements, communications, agreements and understandings of the parties with respect to the subject matter hereof. The provisions of this Agreement shall prevail over any conflicting provisions included in Licensee's invoice or other business forms.
11.4. If any provision of this Agreement is determined to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate the entire Agreement or render same unenforceable, but rather the entire Agreement shall be construed as if it had not contained the particular invalid or unenforceable provision or provisions from the outset and the rights and obligations of any of the parties shall be construed and enforced accordingly.
11.5. This Agreement shall be governed and constructed by according with the laws of the British Virgin Islands without regard to conflict of law provisions. This Agreement specifically submits to the exclusive jurisdiction and venue of the appropriate court in Israel.  
11.6. Obligations under this Agreement, which by their nature would continue beyond the termination or expiration hereof, shall survive the termination or expiration of this Agreement.
11.7. The headings and captions used in this Agreement are interests for convenience only and will not affect the meaning interpretation of this Agreement.
