EULA-Home | Tajima Software

TAJIMA SOFTWARE SOLUTIONS INC.
END USER LICENSE AGREEMENT

IMPORTANT: THIS IS A LICENSE, NOT A SALE

Unless otherwise provided for in this EULA and unless you have a written agreement with TSoft providing for additional Use, the below agreement gives you permission to install and Use one (1) copy of this Software on each of two (2) computers or electronic devices in one household at any given time as set out in more detail below.

IMPORTANT NOTICE: PLEASE READ THIS END-USER LICENSE AGREEMENT (EULA) CAREFULLY. BY DOWNLOADING, ACCESSING, INSTALLING OR USING THE SOFTWARE AND DOCUMENTATION (collectively “SOFTWARE”) YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT. THE CURRENTLY APPLICABLE VERSION OF THIS EULA IS LOCATED AT: HTTPS://WWW.TAJIMASOFTWARE.COM/EULA.

1. This EULA is a legal agreement between You and Tajima Software Solutions Inc., 7125 Mississauga Rd #402, Mississauga, Ontario, L5N 0C2, Canada (“TSoft”, “Us”, “We”, or “Our”) regarding Your use of the TSoft’s Software. Unless You have another written agreement with TSoft regarding this Software, Your use of this Software is governed by this EULA.

2. IF YOU AGREE TO THIS EULA, YOU ARE GRANTED A LIMITED, PERSONAL, WORLDWIDE, NON-ASSIGNABLE (EXCEPT AS PROVIDED BELOW), NON-SUBLICENSEABLE, NON-TRANSFERABLE (EXCEPT AS PROVIDED BELOW) AND NON-EXCLUSIVE LICENSE FOR AGREED REMUNERATION TO USE THE SOFTWARE, WHICH MAY BE LIMITED IN TIME AS SET FORTH BELOW. UNLESS HEREINAFTER AGREED OTHERWISE, YOU ARE PERMITTED TO USE TWO (2) COPIES OF THE SOFTWARE FOR YOUR (A) PRIVATE, NON-COMMERCIAL PURPOSES AS A PRIVATE USER, AND/OR (B) COMMERCIAL PURPOSES IN A COMMERCIAL BUSINESS (“BUSINESS USER”). THIS SOFTWARE IS LICENSED PER HOUSEHOLD OR PER SINGLE ADDRESS (“ADDRESS”). EXCEPT FOR THE TSOFT PRODUCTS AND / OR COUNTRIES LISTED BELOW, YOU MAY ONLY DOWNLOAD AND INSTALL THE SOFTWARE ON TWO COMPUTING DEVICES. YOU MAY NOT RE-INSTALL THE SOFTWARE ON A THIRD COMPUTING DEVICE UNLESS THE ORIGINAL COMPUTING DEVICES FAIL OR THE SOFTWARE IS COMPLETELY DELETED FROM ONE OF THE ORIGINAL COMPUTING DEVICES. IF AUTHORIZATION CODES ARE REQUIRED YOU MAY NEED TO CONTACT TSOFT’S CUSTOMER SERVICE AND REQUEST APPROVAL TO RE-INSTALL THE SOFTWARE ON A NEW COMPUTING DEVICE, AND PROVE TO TSOFT THAT YOU DE-INSTALLED THE SOFTWARE FROM THE FAILED RESPECTIVELY ORIGINAL COMPUTING DEVICE.

3. Except in the case of pre-commercial release or beta software or evaluation software (each of which is described below), which is non-transferable, You may transfer the Software to another party only if you have received the express written consent of TSoft or its authorized agent, which consent may be subject to the payment of a service fee, and thereafter assign all of your rights under this EULA, cease all use of the Software, erase or destroy any copy (including the hard disk copy) made in support of your use of the Software, and ensure that the party to whom you wish to transfer the Software agrees to the terms of this EULA.

4. THIS SOFTWARE IS PROVIDED WITH SECURITY PROTECTION WHICH REQUIRES USE OF A SECURITY DEVICE OR OTHER MECHANISM FROM LICENSOR TO RUN THE SOFTWARE. ANY ATTEMPT TO DEFEAT OR AVOID THE SECURITY DEVICE OR MECHANISM TO ALLOW OPERATION OF THE SOFTWARE, OR A BACKUP COPY THEREOF, WITHOUT THE SECURITY DEVICE OR MECHANISM IS STRICTLY FORBIDDEN, CONSTITUTES A MATERIAL BREACH OF THIS LICENSE AGREEMENT AND SHALL RESULT IN TERMINATION OF YOUR LICENSE TO USE THE SOFTWARE.

5. LICENSE TO USE THE SOFTWARE. You receive a usage right (license) to the Software but you will not own the Software itself. This EULA does not allow to install the Software on a hardware partition, blade, or terminal server, or in any other virtualization environment (collectively “Virtualization Environment”). You may not allow the Software to be accessed, operated or viewed from or installed or uploaded to other computers through a network connection. A separate license agreement must be entered into with TSoft to obtain the right to use the Software for a Virtualization Environment, network connections or volume purchases. You agree that if the Software requires mandatory registration, activation or email validation, You will complete the process providing TSoft with accurate information. Your technical ability to use the Software is suspended until You complete the activation and/or registration process. The Software may include embroidery designs, digital images, stock photographs, clip art, fonts or other works protected by copyright (“Stock Files”). The responsibilities and restrictions relating to the Software apply to the Stock Files. TSoft reserves all rights not expressly granted to You in this EULA.

6. ADDITIONAL TERMS APPLICABLE TO SOFTWARE PURCHASED OUTSIDE OF THE EUROPEAN ECONOMIC AREA: If You are located in a state outside the European Economic Area (consisting of the member states of the European Union as well as Iceland, Liechtenstein and Norway) where you also want to purchase and use the Software, the following shall apply: You must lawfully acquire the Software from Our authorized resellers. Otherwise You do not have the right to use the Software. For the avoidance of doubt, You may only purchase the Software from TSoft or TSoft’s authorized agent or distributor that is located in the country where you want to deploy the Software.

7. ADDITIONAL TERMS APPLICABLE TO SOFTWARE PURCHASED IN THE REPUBLIC OF INDIA: If You are located in the Republic of India where you also want to purchase and use the Software, the following shall apply: You must lawfully acquire the Software from Our authorized resellers. Otherwise You do not have the right to use the Software. For the avoidance of doubt, You may only purchase the Software from TSoft or TSoft’s authorized agent or distributor that is located in the Republic of India's current list of TSoft’s authorized resellers in India is accessible at https://www.tajimasoftware.com

8. YOUR RESPONSIBILITIES WHILE USING THE SOFTWARE. With regard to Your Use of the Software under this EULA, You have certain responsibilities. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not sell, rent, lease, resell or loan the Software. In deviation thereof, you are explicitly free to sell or resell the Software if the Software has been placed on either the European Union or European Economic Area market with TSoft’s express written consent or that of TSoft’s authorized agent. Regarding Software acquired by download this is the case only if all of the following conditions are met:

(a) Previously the Software was lawfully traded by TSoft itself or with the approval of TSoft. This is the case only when TSoft has given its approval to download a copy of the Software in return for payment of a fee designed to enable TSoft to obtain a remuneration corresponding to the economic value of the copy of the Software.

(b) You make each individual copy useless in case of resale.

Should you not be the lawful first buyer of (the rights to) the Software, but rather have purchased used Software you are only entitled to use the Software to the extent you have lawfully acquired the Software. Your rights to the Software are defined and restricted by the terms and conditions of this EULA.

If You purchase the Software as a gift to a third person, the third person must accept the terms of this EULA before using the Software. You may not reverse engineer, decompile or disassemble the Software. While We own Our Software, You own and are responsible for the content (“Content”) that You create or have created for You resulting from the use of Our Software (including any add-ons or plug-ins to Our Software that You create or have created for You). You agree that, in connection with Your use of the Software, You are responsible for the direct and/or indirect consequences of any of the (a) Content You create and (b) third party photos or images that You use or modify in creating Your Content, especially in situations where You share Your Content with family, friends, clients and/or third parties such as members of social networking sites (e.g., Facebook, Flickr, LinkedIn, etc.). TSoft can neither monitor nor control what third party social networking sites or the members or users of such sites do with Your content You share. You are responsible for independently verifying the accuracy and completeness of Your Content (e.g. any embroidery designs, embroidery renderings, technical illustrations or diagrams for operation guides or other materials You create and/or modify using Our Software). You may not modify or create derivative works based upon the Software. You represent and warrant to Us that You will comply with all applicable laws and regulations impacting Your use of the Software including data protection and privacy laws. You agree that You will not use the Software in a way that is unlawful or that violates the rights of a third party. If We get sued or a claim is brought against Us by a third party due to (a) Your negligent actions, (b) Your failure to act when required, or (c) Your illegal content, then You agree to fully defend, indemnify and hold TSoft harmless from all damages, losses, and otherwise in connection with such suit or claim.

9. UPDATES. As part of the Software installation process, You must first consent to the installation of the Software onto your device. By providing Your consent to the initial Software installation, You also consent that TSoft may, from time to time, download and install any and all future Software updates, bug fixes, feature enhancements or improvements (“Updates”) automatically without Your further and separate consent. In some instances, You may have the option to decline the Update. If the Update is not installed, You may not receive full benefit of the Software or the Software may not perform properly. TSoft has no obligation to provide any support to the Software without the installation of such Updates. Updates are made available at TSoft’s sole discretion.

10. USER GENERATED FEEDBACK. You have no obligation to provide TSoft with ideas, suggestions, documentations and/or proposals (“Feedback”). However, if you submit Feedback to TSoft, while you retain ownership of such Feedback, you hereby grant TSoft a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide, unlimited license under all of your Intellectual Property Rights to use and otherwise exploit your Feedback for any purpose. Further, by submitting Feedback, you represent and warrant that (i) your Feedback does not contain the confidential or proprietary information of you or of third parties; (ii) TSoft is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) TSoft may have something similar to the Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from TSoft for the Feedback under any circumstances.

OUR INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY. The Software is protected by Canadian and United States Intellectual Property laws, German and international intellectual property laws and treaty provisions. Therefore, You may not distribute the Software without Our permission unless otherwise provided for in this EULA or by law. If You purchase or download the Software in China, India, Indonesia or Vietnam, You may not copy the Software or printed materials accompanying the Software for any purpose. If You purchase or download the Software in a country not specifically prohibited under this EULA, You may (in addition to the usage copies mentioned above) only make one (1) copy of the Software or You may keep one (1) copy of the Software on a single device for backup or archival purposes. For backup or archival purposes only, You may either make only one (1) copy of the Software and the Printed Materials or print one copy of any user documentation if You downloaded the Software or You may keep one (1) copy the Software and printed materials (or User Documentation) on a single device. Unless otherwise permitted by mandatory law, You may not copy the Software or the printed materials accompanying the Software (or print copies of any user documentation if You downloaded the Software). You agree that TSoft, the TSoft logos, and other TSoft trademarks, service marks, and graphics are trademarks of TSoft (some in the United States and/or other countries) or are trademarks of TSoft’s partners (“Marks”). You are not granted a right to use Marks without the owner’s permission, unless permitted by mandatory law. You will not remove, obscure or alter any proprietary notices affixed to or contained within the Software. You understand and agree that We have the right to stop selling, distributing, servicing or updating the Software (or any part of it) and services or offerings at any time. By accepting this license, you expressly acknowledge, accept and agree that the Product including, without limitation, its data processing algorithms, innovations, concepts, and look and feel is proprietary in nature, and that the Product contains valuable confidential information developed or acquired at great expense and through extensive efforts by TSoft. You will not disclose to others or utilize such trade secrets or proprietary information except as provided herein. You agree to protect the Product from unauthorized copying, use or disclosure and to inform anyone having access to the Product of its confidential and proprietary nature and to obligate any such persons to the same obligations that you have hereunder. You further agree to provide TSoft with the name of any person or legal entity having access to unauthorized copy(s). This obligation shall survive the termination of this License.

11. USAGE TRACKING, AUDITING, PIRACY AND OUR PRIVACY POLICY. Our audit and collection of any of Your data and Your use of the Software is subject to TSoft’s Privacy Policy (https://www.tajimasoftware.com/privacy). We may audit Your software usage for anti-piracy purposes, to verify a valid registration, and to identify if new Updates are available for Your Computer prior to sending You a notice to install a new Software Update. You consent to the Software sending such usage data (e.g., the number of instances the Software is launched, the device IP address, the Software serial number or security key number, menu items chosen, and/or the version of the Software) for registration, authentication, use and anti-piracy auditing and enforcement purposes as described herein and in TSoft’s Privacy Policy.

12. PRE-COMMERCIAL RELEASE OR BETA SOFTWARE. If the Software You have received or are accessing with this EULA is a pre-commercial release or a beta version and you have agreed to receive a pre-commercial release or beta version, then You understand the Software is a pre-release, non-commercial version and does not represent a final product of TSoft. The Software may contain bugs, errors and other problems that could cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR BETA SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS. RESTRICTIONS OF LIABILITY APPLY AS STIPULATED BELOW.

13. EVALUATION SOFTWARE. If the Software is identified as a demonstration, evaluation or trial version (“Evaluation Version”) in the applicable user documentation You may install and access one (1) copy of the Software only for the purpose of evaluation and/or demonstration. Unless You are authorized by TSoft, You may not use Our Software for competitive analysis or commercial, professional, or other for-profit purposes. You understand that at the end of the evaluation period, You must either stop using the Software or pay for the Software to continue using it. If You fail to pay for it, then Your license terminates. Upon expiration of the evaluation period, You will immediately discontinue use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the evaluation from Your computer and any other computer devices on which You have installed the Evaluation Version. Any attempt to circumvent any expiration date technology is in violation of this EULA and will automatically and immediately terminate Your license to use the Evaluation Version.

LIMITED AND RESTRICTED WARRANTY (COUNTRIES OTHER THAN THOSE LISTED SEPARATELY HEREIN UNDER “ADDITIONAL EULA TERMS”). If You purchased the Software on a computer disc or other physical medium, then TSoft warrants that the media on which Software is furnished will be free of defects in materials and workmanship under normal use for a period of ninety (90) days from the date You purchased the Software. The Software when properly installed and under normal use will substantially conform to the features and functionality as set forth in the documentation accompanying the Software; however, the Software may contain immaterial bugs and errors. Therefore, the Software – as the case may be in deviation of applicable statutory law - is provided on the basis that remedies regarding such immaterial bugs and errors will only be provided from time to time by bug fixes. This warranty is not valid for purchaser of used Software. IF THE DISC IS DEFECTIVE, THEN TSOFT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE REPLACEMENT OF THE DEFECTIVE COMPUTER DISC IF YOU RETURN THE DEFECTIVE DISC TO US WITH A COPY OF YOUR RECEIPT. Your right to a replacement of the Software is void if the damage to the disc is a result of accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period. YOU ASSUME ALL RESPONSIBILITIES FOR CHOOSING, INSTALLING, AND USING THE SOFTWARE. UNLESS OTHERWISE PROVIDED FOR REGARDING SPECIFIC COUNTRIES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSOFT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME PROVINCES, STATES OR COUNTRIES DO NOT ALLOW THE WARRANTY EXCLUSION OR LIMITATIONS; THE ABOVE LIMITATION MAY NOT APPLY TO YOU. In such instances, TSoft may remedy substantial defects of the Software at its reasonable discretion by (a) providing a patch, Update or replacement of the Software, or (b) asking for return of the Software and cancelling this EULA. You are entitled to a reduction of the purchase price or a rescission of this EULA only if TSoft has repeatedly failed to remedy the defect after a reasonable period of time. If You are a consumer, Your claims under this clause are time-barred in twenty-four (24) months from receipt of Software; if You are a business, Your claims under this clause are time-barred in twelve (12) months. If You alter the Software in any way without being authorized by TSoft, TSoft will not remedy defects caused by such alteration and You are liable for any damages incurred by TSoft due to Your unauthorized alteration. IF YOU INSTALL PRE-RELEASE VERSION PRODUCTS MARKED AS SUCH, YOU DO SO AT YOUR OWN RISK. Pre-release version products are to be used only for test purposes in testing environments and must not be used for production purposes. To make a warranty claim You must provide a detailed error description to TSoft Customer Service or, at TSoft’s request, return the Software along with any return materials authorization information provided to You by TSoft, at TSoft’s expense, to Tajima Software Solutions Inc., 7125 Mississauga Rd #402, Mississauga, Ontario, L5N 0C2, Canada. For further warranty information, please contact TSoft’s Customer Service at https://www.tajimasoftware.com/contact.

14. THE SOFTWARE MAY CONTAIN “OPEN SOURCE” MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN SOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE). TSOFT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO OPEN SOURCE MATERIALS CONTAINED IN THE SOFTWARE AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR SUCH SOFTWARE.

15. THESE EULA’S PROVISIONS ON RESTRICTION OF LIABILITY SHALL APPLY:

(a) INDIRECT AND CONSEQUENTIAL DAMAGES – COUNTRIES OTHER THAN THOSE LISTED SEPARATELY HEREIN UNDER “ADDITIONAL EULA TERMS” (NOT APPLICABLE FOR CUSTOMERS IN GERMANY)

(b) NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TSOFT OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TSOFT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME PROVINCES, STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16. RESTRICTIONS OF LIABILITY REGARDING CUSTOMERS IN GERMANY

(a) TSoft is liable for damages based on an intentional or grossly negligent breach of duty or malice by TSoft, its legal representatives or persons whom it uses to perform its obligations. Insofar as TSoft is liable for malice, compensation for damages of commercial customers is limited to the foreseeable, typically arising damages.

(b) Further, TSoft is also liable for damages that are caused by simple negligence if the negligence concerns the breach of such contractual obligations the fulfillment of which is of particular importance to achieving the purpose of the contract and in which You may therefore regularly trust (cardinal obligation; Kardinalpflicht). In this case, liability is limited to the foreseeable, typically arising damages.

(c) In addition, TSoft has unlimited liability for damage to life, limb, and health for which it is responsible, which are caused by negligent or intentional breach of duty. TSoft also assumes liability to the extent it has provided a guaranty as to quality or durability within the context of this guarantee.

(d) Further contractual or statutory liability is – to the extent legally permitted – excluded without regard to the legal status of the claim asserted.

(e) Where TSoft’s liability is excluded or limited, this also applies to the personal liability of its employees, representatives and persons whom it uses to perform its obligations as well as TSoft’s responsibility for their behavior.

17. U.S. GOVERNMENT-RESTRICTED RIGHTS. The Software and any accompanying documentation are “commercial computer software” and “commercial computer software documentation,” under DFAR Section 227.7202 and FAR Section 12.212. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. government will be governed solely by the terms of this EULA and will be prohibited except to the extent expressly permitted by the terms of this EULA.

18. EXPORT RESTRICTIONS. You may not download, distribute, export, re-export, or redistribute the Software, including any TSoft shareware product, (a) into, or to a national or resident of any country to which Canada or the United States has embargoed goods, or (b) to anyone on Canada’s Area Control List or the United States Treasury Department’s list of ‘Specially Designated’ nationals or the United States Commerce Department’s ‘Table of Deny Orders’. By downloading or using the Software, You are representing and warranting that You are not located in, under the control of, or a national or resident of any such country or on any such list. Except pursuant to an express, written, fully-executed agreement with TSoft, You may not purchase a license to use the Software for the purpose of exporting it to an US-embargoed country, nor may You retain the services of a third party to purchase a license to use the Software if in doing so You will require such third party to send (via any means, electronic or otherwise) the Software to You in an Canadian or US-embargoed country.

19. GENERAL

(a) This EULA is the entire agreement between You and TSoft and supersedes any other communications or advertisements with respect to the Software and documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries.

(b) If and to the extent any provision of this EULA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability. No term or provision in this EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this EULA will be binding upon TSoft unless made in writing and duly executed by You and an authorized representative of TSoft.

(c) Some TSoft Software versions may not be compatible with various computer operating systems and TSoft may not release Updates (particularly Updates establishing compatibility). Your Software may not be compatible with computer operating systems that You may purchase now or in the future. You understand that TSoft Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This EULA remains effective with such incorporation. Any and all other third party software or technology that may be distributed together with the TSoft Software (as bundled third party software) may be subject to You explicitly accepting a license agreement with that third party. TSoft’s licensors shall be a direct and intended third party beneficiary of this EULA.

20. APPLICABLE LAW

(a) This EULA specifically excludes the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such ‘Convention’, if otherwise applicable. Except as expressly set forth herein to the extent permitted by applicable law, this EULA shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer.

21. FOR USERS IN THE US

If You purchased or downloaded the Software in the United States then this EULA is governed by the laws of the United States and the State of Delaware, without reference to conflict of laws principles. Any dispute between You and TSoft regarding this EULA will be subject to the exclusive venue of the state and federal courts in the State of Delaware.

22. FOR USERS IN CANADA

If You acquired the Software in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of Ontario, Canada without reference to conflict of laws principles; and any dispute between You and TSoft regarding this EULA will be subject to the exclusive jurisdiction of the federal and provincial courts sitting in Toronto, Ontario.

23. FOR USERS IN THE EUROPEAN UNION, ICELAND, NORWAY AND SWITZERLAND

If You acquired the Software in the European Union, Iceland, Norway or Switzerland, then local law applies.

24. ADDITIONAL EULA TERMS

(a) ADDITIONAL TERMS APPLICABLE TO FIXED TERM LICENSES: Subject to the terms and conditions of this EULA, in the instance of a fixed term license, the license to use the Software begins on date of purchase and shall be for the duration identified by TSoft. Use of the software before or beyond the applicable fixed term, or any attempt to defeat the time-control disabling function in the Software, is an unauthorized use and constitutes a material breach of this EULA and applicable law.

(b) ADDITIONAL TERMS APPLICABLE TO USERS OF SOFTWARE LOCATED IN GERMANY OR AUSTRIA: If You obtained the Software in Germany or Austria, then mandatory German and Austrian product liability and other consumer protection laws concerning remedies for defective goods shall apply and govern any inconsistencies between such laws and the provisions of this EULA set forth above.

(i) Regarding WARRANTY the following shall apply: The Software when properly installed and under normal use will substantially conform to the features and functionality as set forth in the documentation accompanying the Software. However, the Software may contain immaterial bugs and errors. Therefore, the Software – as the case may be in deviation of applicable statutory law - is provided on the basis that remedies regarding such immaterial bugs and errors will only be provided from time to time by bug fixes.

(ii) Regarding LIABILITY the provisions under RESTRICTIONS OF LIABILITY REGARDING CUSTOMERS IN GERMANY shall apply.

25. ADDITIONAL TERMS APPLICABLE TO USERS OF HARDWARE OR SOFTWARE LOCATED IN THE UNITED KINGDOM: If (a) You are acting as a consumer and the United Kingdom is Your legal residence; (b) You entered into this EULA in the United Kingdom; and (c) You have obtained the Software in the United Kingdom (a “Consumer”), then the limitation of liability and warranty provisions set forth in applicable consumer protection and warranty laws of the United Kingdom shall apply and govern any inconsistencies between such laws and the provisions of this EULA set forth above.

26. ADDITIONAL TERMS APPLICABLE TO USERS OF HARDWARE OR SOFTWARE LOCATED IN AUSTRALIA:

(a) Limited Warranty (Australian Consumers Only):

(i) Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for “major failure” and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if goods fail to be of acceptable quality and the failure does not amount to a major failure.

(ii) The term “major failure” is defined in the Australian Consumer Law and includes but is not limited to where the goods are substantially unfit for purpose and cannot easily and within a reasonable time be remedied to make them fit for such a purpose, or where the goods depart in one or more significant respects, if they were supplied by description – from that description.

(iii) The warranty provided under this section is provided by Tajima Software Solutions Inc., 7125 Mississauga Road, Suite 402, Mississauga, Ontario, L5N 0C2, Canada.

(iv) We warrant that the media on which Software is furnished will be free of defects in materials and workmanship under normal use for a period of ninety (90) days from the date You purchased the Software. The benefits provided by this express warranty are in addition to any other rights and remedies of the consumer under any law in relation to the goods or service to which the warranty relates.

(v) The Software when properly installed and under normal use will substantially conform to the features and functionality as set forth in the documentation accompanying the Software; however, the Software may contain normal bugs and errors. Bug fixes and Updates will be provided from time to time.

(vi) If the media is defective, then, without limiting any other obligations at law, TSoft will replace the defective computer media if you return the defective media to us with a copy of your receipt. Any replacement Software will be warranted for the original warranty period covered by this section.

(b) Exclusions (Australia Only)

(i) The warranty provided under this section does not cover defects or problems that arise due to You causing the Software to become of unacceptable quality, such as failure to take reasonable care or damage caused by abnormal use. Further, You assume all responsibilities for choosing, installing, and using the Software.

(ii) Except as set out above, to the maximum extent permitted by applicable law, TSoft disclaims all other warranties, either express or implied, including but not limited to non-infringement with respect to the Software and the accompanying written materials.

(iii) If You alter the Software in any way without being authorised by TSoft, TSoft will not remedy defects caused by such alteration and You are liable for any damages incurred by TSoft due to Your unauthorised alteration. If you install pre-release version products marked as such, you do so at your own risk. Pre-release version products are to be used only for test purposes in testing environments and must not be used for production purposes.

(i) For the warranty to be honoured, you must contact TSoft’s Customer Service centre https://www.tajimasoftware.com/contact and seek a Return Merchandise Authorisation (RMA) number. More detailed RMA instructions together with shipping information and an RMA number will then be sent to you by email. You will be required to provide proof of purchase and bear the costs of returning the Software. The Software together with all related media and manuals must be returned to TSoft at the address provided in the emailed instructions. The Software must also be uninstalled from your computer and any storage devices and you must delete any backup copies. We will endeavour to process your claim within 10 working days from the date TSoft receives it. If we accept that the Software is defective, a replacement disc will be provided to you by mail.

(d) Indirect And Consequential Loss- Australia

(i) TO THE EXTENT PERMITTED UNDER AUSTRALIAN LAW, TSOFT SHALL HAVE NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TSOFT OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER INDIRECT PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

27. ADDITIONAL TERMS APPLICABLE TO USERS OF SOFTWARE CONTAINING SHAREWARE: Certain Software are shareware and as such are acquired without charge and can be used for a limited period of time for evaluation purposes and are subject to the particular end user license for such shareware.

28. ADDITIONAL TERMS APPLICABLE TO USERS OF EMBROIDERY DESIGNS, CLIPART, STOCK PHOTO IMAGES, FONTS AND SAMPLE CONTENT: Our Software may contain or provide access to embroidery designs, embroidery fonts, embroidery templates, embroidery styles, clipart, photo images, video content (collectively referred to as the “Content”), that are owned by Us, is open source technology, or licensed from a third-party. Except as required in the paragraph below or as specified within the Content, as a user of Our Software You are free to use, modify and publish the Content as follows: You may incorporate any Content into your own embroidery design to use for production by You on an embroidery machine for your own use or for resale, but YOU MAY NOT (i) resell, sublicense or otherwise make available the Content for use or distribution, except as a embroidery sewn product; (ii) provide the Content to third parties or permit the use of the Content by third parties separately or as part of any other product; (iii) use the Content for any other purpose which is prohibited by law; (iv) permit the use of the Content or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in Content or any part thereof; (v) use any of the Content which contain identifiable individuals or entities for any commercial purpose including, without limitation, in a manner which suggests their association with or endorsement of any product or service; (vi) use the Content in electronic format, on-line or in multimedia applications unless the Content is incorporated for viewing purposes only and no permission is given by You for third-parties to download and/or save the Content for any reason; (vii) rent, lease, sublicense or lend the Content, or any copies thereof, to another person or legal entity; (viii) use any Content presented in any software splash screens, welcome screens, product packaging and/or marketing collateral; or (ix) use any Content except as expressly permitted by this EULA. You may, however, transfer all Your rights under this EULA to use the Content to another person or legal entity, provided that (i) You transfer the Software, including the Content, and this EULA, including all copies (except copies incorporated into Your work product as permitted under this EULA), to such person or entity, (ii) You retain no copies, including copies stored on a computer or other storage device, and (iii) the receiving party agrees to be bound by the terms and conditions of this EULA, unamended.