FUJIFILM X Series and GFX SystemDigital Camera Control Software Development Kit
End User License Agreement

Software Development Kit End User License Agreement

Please read this License Agreement carefully before installing FUJIFILM X Series/GFX System Digital Camera Control Software Development Kit including all related documentation and specifications, and upgrades and revisions thereto (collectively the “SDK”) furnished by FUJIFILM Corporation (“Fujifilm”). By clicking the “Agree” button on this website, you agree to be bound by this Agreement.

1 DEFINITION

1.1 “Product(s)” means Fujifilm’s digital still camera device(s) that can be controlled by a computer(s).

1.2 “Library” means the object code library stored in the “REDISTRIBUTABLE” folder contained in SDK for controlling the Products or connecting Products with a computer(s).

1.3 “Digital Imaging System” means digital imaging system/application software, which you develop, that has the function of controlling the Products from a computer(s).

1.4 “Development” means the development, design, or test of the Digital Imaging System.

1.5 “Customer” means your customer to whom you sell, license, provide or distribute the Digital Imaging System.

2 LICENSE GRANT

Subject to the terms and conditions of this Agreement, Fujifilm hereby grants to you a limited, non-exclusive, non-transferable, and royalty-free license to;

(a) use, modify and make a limited number of copies of the SDK solely for the purpose of the Development;

(b) sell, sublicense, provide, or distribute the Library and any modified or merged version thereof to the Customer ONLY in the form of being incorporated into the Digital Imaging System in object code format; provided that you shall impose substantially the same obligations under this Agreement on such Customer and shall be responsible for your Customer’s performance and compliance; and

(c) subcontract the whole of or a part of the Development to any third party subcontractor and sublicense your rights licensed pursuant to the Article 2 (a) to the extent necessary for the Development; provided that you shall impose substantially the same obligations under this Agreement on such subcontractor and shall be responsible for the subcontractor’s performance and compliance.

3 RESTRICTIONS ON USE

3.1 You agree and acknowledge that Fujifilm may upgrade the Library (to be made available on Fujifilm’s website or any other way Fujifilm specifies) at its own discretion. When Fujifilm upgrades the Library in order to fix its bugs or errors, you shall promptly upgrade the Library in the Digital Imaging System.

3.2 You shall provide technical support of the Digital Imaging System to the Customer, if any, at your own costs and responsibility and shall make the Customer fully understand that Fujifilm and Fujifilm’s affiliates do not provide any Digital Imaging System nor any support thereof.

3.3 You shall use the SDK ONLY for the purpose expressly granted in Article 2 and shall not use it for any other purpose.

3.4 Under no circumstances may you use, modify, copy, reproduce, adapt, translate, rent, lease, loan, sell, supply, transfer, distribute, transmit or sublicense the SDK, in whole or in part, in any manner, or for any purpose other than those expressly granted in the Article 2 above.

3.5 You shall not (and shall not permit others), to reverse engineer, reverse compile, or disassemble the SDK in any way(in whole or in part); and you shall not (and shall not permit others) to use any method to trace, decompile, or disassemble the SDK.

3.6 You shall use the SDK for civil (non-military) use only and never use the SDK for military use or for the development or the manufacture of weapons of mass destruction(such as nuclear, biological or chemical weapons and missiles) and conventional weapons.

3.7 You shall not export the SDK in violation of the Foreign Exchange and Foreign Trade Act, Export Trade Control Order, Foreign Exchange Control Order, US Export Administration Regulations (including re-export regulation), or any other order relating to export control. You shall comply with all applicable laws, regulations, rules, or regulatory orders of any relevant jurisdiction.

3.8 You shall not incorporate into the Library or the Digital Imaging System any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other equivalent code, files, scripts, agents, programs, software routine or instructions which designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Library or any device or system owned or controlled by you or any third party, or which otherwise may damage or destroy any data or file.

3.9 You shall not use the SDK inappropriately or outside its defined purpose, and you shall not subject the SDK to any open source license conditions such as those set forth in GNU General Public License (GPL) and GNU Lesser/Library GPL (LGPL).

4 TITLE AND OWNERSHIP

You agree and acknowledge that Fujifilm or its licensor, if any, retains title to and ownership of the SDK and all proprietary information or trade secrets contained in it. No title to the intellectual property in the SDK is transferred to you under this Agreement. You shall not alter or remove copyright or any other proprietary notices that appear on or in the SDK.

5 LIMITED WARRANTY AND INDEMNIFICATION

5.1 THE SDK IS FURNISHED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. FUJIFILM MAKES NO REPRESENTATION OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR BY STATUTE, AS TO ANY MATTERS INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS, OR ANY OTHER RIGHTS OF A THIRD PARTY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU SHALL SOLELY ASSUME ALL RESPONSIBILITIES AND RISKS FOR THE PERFORMANCE OR RESULTS THAT ANY PARTY MAY OBTAIN BY USING THE SDK ALONE OR IN COMBINATION WITH OTHER SOFTWARE OR PROGRAMS.

5.2 YOU AGREE AND ACKNOWLEDGE THAT, ONCE A PRODUCT IS USED OR CONTROLLED BY OR THROUGH THE DIGITAL IMAGING SYSTEM, SUCH PRODUCT SHALL BE OUT OF SUCH MANUFACTURER-WARRANTY WITH RESPECT TO THE PRODUCT AS SEPARATELY SPECIFIED BY FUJIFILM, FUJIFILM’S AFFILIATES, OR THEIR BUSINESS PARTNERS.

5.3 BEFORE SELLING, LICENSING, PROVIDING OR DISTRIBUTING THE DIGITAL IMAGING SYSTEM TO YOUR CUSTOMER (IF ANY), YOU SHALL EXPLAIN AND MAKE SUCH CUSTOMER FULLY UNDERSTAND THE WARRANTY-EXCEPTION SET FORTH IN THE PRECEDING PARAGRAPH.

5.4 In the event you cause damage to the Customer or any other third party relating to the SDK or the Digital Imaging System, or should any dispute arise between you and Customer or any other third party, you shall resolve them at your own costs and responsibility without any damage or claim to Fujifilm or Fujifilm’s affiliates.

5.5 You will fully indemnify and hold Fujifilm harmless from, and will defend or settle, at your option and expense, any and all causes of action, claims, liabilities, costs, losses, damages, expenses and attorney’s fees brought against Fujifilm, its affiliates, subsidiaries, agents, servants, employees or contractors: (i) that the use of any Digital Imaging System violates the intellectual property rights of any third party or a claim by a third party, (ii) concerning any defect or product liability claim relating to any Digital Imaging System, including, without limitation, claims for personal injury or property damage or (iii) that arises out of or relates to your breach of any provision in this Agreement.

6 LIMITATION OF LIABILITY

IN NO EVENT SHALL FUJIFILM BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR LOST PROFITS OR LOST SAVINGS) FOR ANY REASON WHATSOEVER AS A RESULT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SDK EVEN IF FUJIFILM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7 TERM AND TERMINATION

7.1 In the event you breach any of the terms and conditions of this Agreement, Fujifilm may immediately terminate this Agreement without any notice to you.

7.2 This Agreement shall become effective at the time you download the SDK and remain in effect until when (a) Fujifilm terminates pursuant to the Article 7.1 or (b) you stop using the SDK and all copies thereof, whichever is earlier.

7.3 Notwithstanding the foregoing, the Articles 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 4, 5, 6, 7.3, 7.4, 8 and 10 shall survive the termination of this Agreement.

7.4 You agree that, upon termination of this Agreement, you shall immediately (a) destroy the SDK and all digital / analog copies thereof and (b) stop providing, sublicensing or distributing of the Digital Imaging System.

8 FEEDBACK

You may provide suggestions, comments, response or other feedback (“Feedback”) to Fujifilm with respect to the SDK on a voluntary basis. You agree and acknowledge that any Feedback, even if designated as confidential by you, will not be deemed to be confidential or create any confidential obligation on Fujifilm. Fujifilm shall be free to use, exploit, disclose, reproduce, license, transfer, alter, modify, or otherwise distribute any of the Feedback without any obligation or restriction.

9 AMENDMENT

Fujifilm may amend this Agreement time to time with notification on its website or any other way Fujifilm designates at its own discretion. If you do not agree with such amendment, you shall immediately stop using the SDK. At the time you use the SDK after such an amendment, you shall be deemed to have agreed to such amendment.

10 GENERAL

10.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Fujifilm and supersedes all prior communications, statements and agreements, written or oral, with respect to the SDK.

10.2 No Assignment. You shall not assign or delegate this Agreement, in whole or in part, or any right or obligation hereunder without the prior written consent of Fujifilm.

10.3 Governing Laws and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of Japan. All disputes, controversies or differences which may arise between you and Fujifilm, out of or in relation to or in connection with this Agreement which cannot be amicably settled shall be finally settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding upon you and Fujifilm.

10.4 Severability. If it is determined that any provision of this Agreement is invalid or unenforceable, such invalidity or unenforceability shall not render this Agreement invalid or unenforceable as a whole or affect the validity or unenforceability of any other provisions, and such provision shall be changed and interpreted so as to best accomplish the objective of such provision.