Important:

This End-User License Agreement ("Agreement") is regard to the update to the firmware of the digital audio player, Model No. XA-HD500 ("Product") ("Software"). Please carefully read this Agreement before downloading the Software. The right to use the Software is granted by JVCKENWOOD Corporation ("JKC") to You only on the condition that You agree to the following Agreement. If You do not agree to the terms of the Agreement, you may not use the Software any more. HOWEVER, DOWNLOADING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

END-USER LICENSE AGREEMENT

1. Copyright; Ownership

   You acknowledge that all copyrights and other intellectual property rights in the Software is owned by JKC and its licensor, and remain vested in JKC and such licensor. The Software is protected under the copyright law of Japan and other countries, and related Conventions.

2. Grant of License

   Subject to the conditions of the Agreement, JKC grants to You a non-exclusive right to use the Software only on the Product. You have the right to download the Software onto your PC, and then use such Software installed onto the Product connecting such Your PC. You can make a copy of the Software for the back-up and archival purpose only.

3. Restriction

   (1) You may not modify, reverse engineer, decompile or disassemble (except to the extent as permitted by the applicable laws) the Software in any manner.

   (2) You may not copy or use Software, in whole or in part, other than as expressly specified in this Agreement.

   (3) You have no right to grant a license to use the Software, and may not sell, lease or rent the Software to any other person for any purpose.

   (4) You agree to comply with all applicable international and national laws and regulations regarding export control that apply to the Software.

4. Limited Warranty

   THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. JKC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHOULD THERE BE ANY PROBLEM ARISING FROM OR CAUSED BY THE SOFTWARE, YOU SHALL BE RESPONSIBLE TO SETTLE ALL SUCH PROBLEMS AT YOUR OWN COSTS.

5. Limitation of Liability

   JKC SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES RELATING TO THE SOFTWARE. YOU WILL INDEMNIFY AND HOLD HARMLESS JKC FROM ANY LOSS, LIABILITY OR COSTS ARISING OUT OF OR IN ANY WAY CONNECTED TO CLAIMS FROM ANY OTHER PERSONS RELATING TO THE USE OF THE SOFTWARE.

   IN NO EVENT JKC'S LIABILITY FOR THE SOFTWARE SHALL EXCEED JKC'S LIABILITY FOR THE PRODUCT.

6. Term

   This Agreement will become effective on the date when You download the Software, and continue to be in effect until the termination under the reasons as below:

   Should You breach any provision of this Agreement, JKC may terminate this Agreement without giving any notice to You. In this event, JKC may claim against You any damages caused by Your breach. Should this Agreement be terminated, You will cease to use the Software, and will not possess the Software embedded in the Product.

7. U.S. Government User

   If You are an agency of the United States of America (the "Government"), You acknowledge JKC's representation that the Software is a "Commercial Item" as defined in Federal Acquisition Regulation (FAR) part 2.101 (g) consisting of unpublished "Commercial Computer Software" as those items are used at FAR part 12.212 and is only licensed to You with the same use rights JKC grants all commercial end users pursuant to the terms of this Agreement.

8. General

   (1) No modification, change, addition, deletion or other alteration of or to the Agreement will be valid unless reduced to writing and signed by an authorized representative of JKC.

   (2) To the maximum extent permitted by the applicable law where the Software was acquired, any conditions or warranties imposed or implied by law are hereby excluded. You may nevertheless have the benefit of certain rights or remedies pursuant to the applicable law in respect of which liability may not be excluded.

   (3) Even if any part of the Agreement is held invalid by or in conflict with any law having jurisdiction over this Agreement, the remaining provisions will remain in full force and effect.

   (4) The Agreement shall be governed by and interpreted under the laws of Japan. The Tokyo District Court has jurisdiction over all disputes which may arise with respect to the execution, interpretation and performance of this Agreement.