Software Download

This Software License Agreement ("SLA") is an agreement between you (an individual or entity, referred to hereinafter as “you” or, in the possessive, “your”) and FCL Components Limited ("FCL Components"), which governs your use of software, including associated manuals and electronic documents such as “read me” files, that will be downloaded from this website to your computer or hardware (collectively "Software") for use with FCL Components products (“Products”).

The Software should only be downloaded from this website, and be installed or used by you, on the condition you agree to the terms and conditions set forth in this SLA. Any of your acts of showing an acceptance, including clicking the “ACCEPTANCE” button on this website, or installation or use of the Software shall be deemed as your acceptance of the terms and conditions of this SLA.
If you do not agree to the terms of this SLA, you are not permitted to download, install or use Software.

1. License Conditions

• 1.1
  FCL Components will grant you a non-exclusive, non-transferable, royalty-free limited license to:
  (a) install and use Software solely for the purpose of using Products (the "Purpose");
  (b) copy Software, if necessary, to perform the Purpose or for a backup purpose; and
  (c) embed Software into your products.
  (d) distribute, at your responsibility, Software in the form of Object Code to a customer who has purchased your products.
• 1.2
  In case that Software is provided in the form of source code (“Source Code”), FCL Components further grants you a non-exclusive, non-transferable, royalty-free limited license to:
  (a) modify and/or reproduce Source Code; and
  (b) convert Source Code, including Source Code modified or reproduced under Article 1.2(a) of this SLA, into object code ("Object Code").
  (c) distribute, at your responsibility, Software in the form of Object Code converted under Article 1.2(b) to a customer who has purchased your products.
• 1.3
  The following shall be deemed to be Software under this SLA:
  (a) any copy of Software;
  (b) any Source Code you have modified or reproduced; and
  (c) any Object Code you have converted from Source Code (including Source Code you have modified or reproduced).
• 1.4
  Unless otherwise expressly provided herein, you shall not:
  (a) modify Software;
  (b) reverse engineer, decompile or disassemble Software, in the case that Software is not provided in the form of Source Code;
  (c) use Software for any purposes other than the Purpose; and
  (d) rent, lease, sublicense or lend Software. 1.5 You may only use Software in combination with Products.

2. Compatibility and Procedural Warning

• 2.1
  Each thermal printer driver set (“Driver Set”) includes one or more “read me” files, which contain the Software compatibility information as well as the specific installation procedures. Failure to study and follow these instructions will often result in unsuccessful installation or operation.
• 2.2
  Most Driver Sets support multiple printer models, and require care in model selection during installation. In some cases there are additional utility software applications that must be installed subsequent to driver installation.

3. Ownership

• All rights, title and interest in and to Software and all associated intellectual property rights are owned by FCL Components or its suppliers, and shall remain with FCL Components or its suppliers. You shall not remove or alter any copyright and other proprietary notices on Software or any copy thereof.

4. Term and Termination

• 4.1
  This SLA will become effective upon your acceptance, and shall continue in effect unless you cease to use Software; provided, however, that FCL Components may terminate this SLA in its discretion without prior notice to you.
• 4.2
  Without prejudice to any other rights, this SLA shall be automatically terminated upon failure by you to comply with the terms and conditions of this SLA. In such case, you agree to erase or destroy, upon termination of this SLA, all Software including all extracts, modifications and reproductions under this SLA.

5. Disclaimer and Warranty

• 5.1
  SOFTWARE IS PROVIDED TO YOU ON “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. FCL COMPONENTS MAKES NO REPRESENTATIONS OR WARRANTIES THAT SOFTWARE (A) IS FREE OF ERRORS, (B) MEETS YOUR REQUIREMENTS, OR (C) WORKS IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE PROVIDED BY ANY THIRD PARTY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY PATENTS OR ANY OTHER RIGHT, ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
• 5.2
  You agree to use Software at your sole risk and responsibility. Further, you agree to assume all responsibilities and obligations arising out of any modified or reproduced Source Code under Article 1.2(a) of this SLA and Object Code converted therefrom. IN NO EVENT WILL FCL COMPONENTS OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION OR OTHERWISE, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, ARISING OUT OF OR RELATED TO SOFTWARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF FCL COMPONENTS, ITS SUPPLIERS OR ANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. No License

• Unless otherwise provided herein, nothing contained in this SLA shall be construed as granting or conferring any rights, including any copyrights and any intellectual property rights, by license or otherwise, expressly or implied.

7. Export Control

• You agree to comply with any applicable Japanese and other foreign export laws and regulations in importing, exporting or re-exporting any Software or any products into which Software is installed. You agree not to transfer, export or re-export, directly or indirectly, the Software and any copy thereof without obtaining a proper license under Japanese and other foreign export law, restrictions and regulations.

8. Governing Law

• Except for Section 13, which is governed by the Federal Arbitration Act (9 U.S.C. §1, et seq.), in the event of a Dispute (as defined below) in which the provisions in Section 13 are inapplicable, severed from the remainder of this SLA, or you opt-out pursuant to the provisions of Section 13.7, this SLA shall be governed by and construed in all respects in accordance with the laws of Japan without regard to principles of conflict of laws. Such Dispute must be filed no later than one year after the date the Software is first acquired. This SLA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

9. Relation with Free Software License

• If any software that has to be licensed under GNU GPL or other free software license (collectively referred to as “Free Software License”) is included in Software, then the license conditions for such software shall be governed by the Free Software License under which such software is licensed. If any conflict between provisions of this SLA and of any Free Software License that is applied to such software exists, then the provisions of the applicable Free Software License shall prevail.

10. Entire Agreement

• This SLA constitutes the entire agreement between you and FCL Components with respect to the Software and supersedes all prior agreements, negotiations, discussions, and understandings, written or oral. This SLA may only be modified or amended only if agreed in writing and signed by an authorized representative of FCL Components.

11. Severability

• Subject to Section 13.8 and 13.9, if any provision of this SLA shall be invalid or unenforceable, or shall render this entire SLA to be invalid or unenforceable, such provision shall be of no effect and shall not affect the validity of the remainder of this SLA or any of its provisions.

12. Assignment

• No right or obligation under this SLA shall be assigned by you to any third party.

13. DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS

• 13.1
  Disputes. The terms of this Section 13 shall apply to all Disputes between you and FCL Components. The term “Dispute(s)” is meant to have the broadest meaning permissible under law and includes any dispute, claim, controversy or action between you and FCL Components arising out of or relating to this SLA, the Software, or other transaction involving you and FCL Components, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis. “DISPUTE” DOES NOT INCLUDE IP CLAIMS, or more specifically, a claim or cause of action for (a) trademark infringement or dilution, (b) patent infringement, (c) copyright infringement or misuse, or (d) trade secret misappropriation (an “IP Claim”). You and FCL Components also agree, notwithstanding Section 13.6, that a court, not an arbitrator, may decide if a claim or cause of action is for an IP Claim.
• 13.2
  Binding Arbitration. You and FCL Components agree that all Disputes shall be resolved by binding arbitration according to this SLA. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. Pursuant to this SLA, binding arbitration shall be administered by JAMS, a nationally recognized arbitration authority, pursuant to its code of procedures then in effect for consumer related disputes, but excluding any rules that permit joinder or class actions in arbitration (for more detail on procedure, see Section 13.6 below). You and FCL Components understand and agree that (a) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section 13, (b) this SLA memorializes a transaction in interstate commerce, and (c) this Section 13 shall survive termination of this SLA.
• 13.3
  Pre-Arbitration Steps and Notice. Before submitting a claim for arbitration, you and FCL Components agree to try, for sixty (60) days, to resolve any Dispute informally. If FCL Components and you do not reach an agreement to resolve the Dispute within the sixty (60) days, you or FCL Components may commence an arbitration. Notice to FCL Components must be addressed to: Shinagawa Seaside Park Tower, 12-4, Higashi-shinagawa 4-chome, Shinagawa-ku, Tokyo, 140-8586, Japan (the “FCL Components Address”). The Dispute Notice to you will be sent to the most recent address FCL Components has in its records for you. For this reason, it is important to notify us if your address changes by emailing us at fcl-contact@cs.fcl-components.com or writing us at the FCL Components Address above. Notice of the Dispute shall include the sender’s name, address and contact information, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). Following receipt of the Dispute Notice, FCL Components and you agree to act in good faith to resolve the Dispute before commencing arbitration.
• 13.4
  Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.
• 13.5
  WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND FCL COMPONENTS AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT ALLOWED. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
• 13.6
  Arbitration Procedure. If you or FCL Components commences arbitration, the arbitration shall be governed by the rules of JAMS that are in effect when the arbitration is filed, excluding any rules that permit arbitration on a class or representative basis (the “JAMS Rules”), available at http://www.jamsadr.com or by calling 1-800-352-5267, and under the rules set forth in this SLA. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this SLA. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this SLA, including any claim that all or any part of this SLA is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for an IP Claim, which is excluded from the definition of “Disputes” in Section 13.1 above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator may award you the same damages as a court could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In some instances, the costs of arbitration can exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The arbitrator’s award is binding and may be entered as a judgment in any court of competent jurisdiction.
  You and/or FCL Components may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from your primary residence, or in Santa Clara County, California at your option.
  (a) Initiation of Arbitration Proceeding. If either you or FCL Components decides to arbitrate a Dispute, both parties agree to the following procedure:
  (i). Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at http://www.jamsadr.com (“Demand for Arbitration”).
  (ii). Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to: JAMS, 160 W. Santa Clara St. Suite 1600, San Jose, CA 95113 U.S.A.
  (iii). Send one copy of the Demand for Arbitration to the other party (same address as the Dispute Notice), or as otherwise agreed by the parties.
  (b) Hearing Format. During the arbitration, the amount of any settlement offer made shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or FCL Components is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
  (c) Arbitration Fees. In the event that you initiate arbitration against FCL Components pursuant to the provisions of this SLA, FCL Components shall pay, or (if applicable) reimburse you for, any costs of arbitration over $250. In the event that FCL Components initiates arbitration against you pursuant to the provisions of this SLA, FCL Components shall pay all costs of the arbitration.
  (d) Award in Your Favor. For Disputes in which you or FCL Components seeks $75,000 or less in damages exclusive of attorney’s fees and costs, if the arbitrator’s decision results in an award to you in an amount greater than FCL Components’ last written offer, if any, to settle the Dispute, FCL Components will: (i) pay you $1,000 or the amount of the award, whichever is greater and (ii) reimburse you for any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing the Dispute in arbitration. Except as agreed upon by you and FCL Components in writing, the arbitrator shall determine the amount of fees, costs, and expenses to be paid by FCL Components pursuant to this Section 13.6(d).
  (e) Attorney’s Fees. FCL Components will not seek its attorney’s fees and expenses for any arbitration commenced involving a Dispute under this SLA. Your right to expenses under Section 13.6(d) above does not limit your rights to expenses under applicable law; notwithstanding the foregoing, the arbitrator may not award duplicative awards of expenses.
• 13.7
  Opt-out. You may elect to opt-out (exclude yourself) from the final, binding, individual arbitration procedure and waiver of class and representative proceedings specified in this SLA by sending a written letter to the FCL Components Address within thirty (30) days of your assent to this SLA (including without limitation the download and installation of the Software) that specifies (i) your name, (ii) your mailing address, and (iii) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section 13. In the event that you opt-out consistent with the procedure set forth above, all other terms shall continue to apply, including the requirement to provide notice prior to litigation.
• 13.8
  Amendments to Section 13. Notwithstanding any provision in this SLA to the contrary, you and FCL Components agree that if FCL Components makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to FCL Components’ address) in this SLA, FCL Components will obtain your affirmative assent to the applicable amendment. If you do not affirmatively assent to the applicable amendment, you are agreeing that you will arbitrate any Dispute between the parties in accordance with the language of this Section 13 (or resolve disputes as provided for in Section 13.7, if you timely elected to opt-out when you first assented to this SLA).
• 13.9
  Severability. If any provision in this Section 13 is found to be unenforceable, that provision shall be severed with the remainder of this SLA remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions as provided in Section 13.5. This means that if Section 13.5 is found to be unenforceable, the entire Section 13 (but only Section 13) shall be null and void.