1. "Customer" is defined as an individual or entity seeking to access information, products or other materials from Company and/or the MISUMI Component CAD Data Library.
   
   
2. "Company" is MISUMI Corporation and its subsidiaries.
   
   
3. "Data" is defined as the CAD data, which Company can supply to Customers, for MISUMI Components.
   
   
4. "MISUMI Component CAD Data Library" is defined as Data in the form of a CD-ROM or data downloaded from Company's website.
   
   
5. "Electromagnetic and optical recording media" are defined as any media such as floppy disks, CD-ROMs, MOs and DVDs, which may record text, images or sound electronically, electromagnetically or optically.
   
   
6. "Transmission" is defined as the wire transmission of text, images or sound by means of personal computer communications or the Internet, or wireless transmission by means of satellite.
   
   
7. "Use" is defined as a Customer anywhere in the world loading the MISUMI Component CAD Data Library onto a computer and using the catalog, reproducing the Data by either digital or analog means onto electromagnetic, optical or other recording medium, reproducing it in other tangible form, transmitting the Data, or adapting the Data by means of amending, adding to, changing the form, or other means.

By using the MISUMI Component CAD Data Library, Customer is accepting and agreeing to be bound by this Agreement. If Customer does not accept or agree to the terms of this Agreement, Customer agrees that Customer shall promptly delete or destroy any copies of MISUMI Component CAD Data Library materials, or other Company materials, loaded onto Customer's computer.

1. Company grants to Customer a limited, revocable, non-exclusive and non-transferable license to use the MISUMI Component CAD Data Library free of charge, for internal purposes only, subject to the terms of this Agreement. Customer may load the MISUMI Component CAD Data Library onto Customer's computer and may retain a copy of the MISUMI Component CAD Data Library for backup purposes. Except as authorized under this paragraph, no copies of the MISUMI Component CAD Data Library may be made by Customer.
2. Customer may not change or modify the Data or any software connected with the MISUMI Component CAD Data Library either by translation or other adaptation, reverse engineering, reverse compilation or reverse assembly.
3. Customer shall not use, copy, modify, transmit or distribute the MISUMI Component CAD Data Library (electronically or otherwise), or any portions thereof, except as expressly authorized in writing in advance by Company.

Customer acknowledges and agrees that this MISUMI Component CAD Data Library is proprietary to Company and is protected under the copyright laws of Japan as well as other applicable laws. Customer further acknowledges and agrees that all right, title, and interest in and to the MISUMI Component CAD Data Library, including any and all associated intellectual property rights, are and shall remain with Company. This Agreement does not convey to Customer an interest in or to the MISUMI Component CAD Data Library, but only a limited right to use such MISUMI Component CAD Data Library in accordance with the terms of this Agreement. Customer agrees not to infringe upon or dilute any intellectual property rights of Company or any third parties, as well as not to remove or modify any trademark, copyright or other proprietary notice appearing on Company's website or any MISUMI Component CAD Data Library materials.

Customer shall not use the MISUMI Component CAD Data Library, or any materials contained therein, in any way which could result in direct or indirect competition with, or have an adverse effect upon, Company.

The MISUMI Component CAD Data Library, the accompanying software and the Data contained therein is supplied to the customer "as is" and Company disclaims any and all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, results, accuracy, completeness, accessibility, compatibility or security.

In no event shall Company or its related companies be liable for special, incidental, punitive or consequential damages of any nature whatsoever, including, without limitation, loss of profits, loss of data, computer malfunction, business interruption or other pecuniary loss. Company reserves the right to change, modify or delete any of the Data and information contained in the MISUMI Component CAD Data Library at any time at Company's sole discretion.

Company may, at its sole discretion, modify, edit, translate, suspend, restrict access to, or terminate this Agreement, the license granted hereunder, and/or Customer's use of the MISUMI Component CAD Data Library for any reason, including for any breach of this Agreement, at any time without liability or prior notice. If Customer breaches any of the terms contained in this Agreement, the license contained herein will automatically and immediately terminate. In addition, upon Company's request, Customer will immediately: (i) return to Company any and all MISUMI Component CAD Data Library materials and any copies thereof, and (ii) delete or destroy any and all copies of any MISUMI Component CAD Data Library materials loaded onto Customer's computer(s).

Customer will defend, indemnify and hold harmless Company and its related companies, affiliates, officers, directors, employees and contractors from and against any and all demands, claims, damages, liabilities, expenses or harm, including attorneys' fees, arising out of, or in connection with, Customer's breach of this Agreement, the license granted hereunder, the relationship between Company and Customer, or Customer's use of MISUMI Component CAD Data Library materials in any way which infringes the rights of any third parties.

This Agreement shall be governed and construed under and in accordance with the laws of Japan, without regard to choice of law principles. Any dispute, controversy or claim arising out of or relating to this Agreement or the relationship between the parties shall be settled by binding arbitration administered by the Japan Commercial Arbitration Association under its then existing Commercial Arbitration Rules. The place of the arbitration shall be Tokyo, Japan. Judgment of the arbitrators shall be final and non-appealable and may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order for the enforcement thereof. Each party hereto shall bear its own expenses for the arbitration, but the arbitrators' fees and costs shall be borne equally between the parties participating in the arbitration. Notwithstanding the foregoing, Company reserves the right to bring any action for equitable relief in an appropriate case, and the parties' agreement to arbitrate hereunder shall not stay or otherwise affect Company's right to petition a court of competent jurisdiction for equitable relief in appropriate circumstances, provided however, that all claims for money or money damages related thereto shall be referred to arbitration as aforesaid.

Prior to engaging in arbitration or other dispute resolution as provided herein, an attempt will be made by both parties hereto to resolve disputes arising in connection with the terms of this Agreement through discussion in good faith between Customer and Company.

Customer represents and warrants that Customer is authorized to enter into this Agreement on behalf of any entity which Customer represents. The MISUMI Component CAD Data Library, as well as Company's website, is designed for use by adults, not children, and by using the MISUMI Component CAD Data Library and Company website, Customer represents that Customer is 18 years of age or older. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communication. This Agreement may only be modified by Company, at its sole discretion. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the remaining provisions will remain in full force and effect. Customer's obligations pursuant to this Agreement shall survive termination or discontinuation of this Agreement, the MISUMI Component CAD Data Library, or Company's website.