Yokogawa DAQWORX - Manual (Page 6)

6 IM WX1000-01E
Software License Agreement
7. Export Control
You agree not to export or provide to any other countries, whether directly or indirectly, the Software Product, in whole or in part, without prior
written consent of Yokogawa. If Yokogawa agrees such exportation or provision, you shall comply with the export control and related laws,
regulations and orders of Japan, the United States of America, and any other applicable countries and obtain export/import permit and take all
necessary procedures under your own responsibility and at your own expense.
8. Audit; Withholding
8.1 Yokogawa shall have the right to access and audit your facilities and any of your records, including data stored on computers, in relation to
the use of the Software Product as may be reasonably necessary in Yokogawa's opinion to verify that the requirements of this Agreement
are being met.
8. Even after license being granted under this Agreement, should there be any change in circumstances or environment of use which was not
foreseen at the time of delivery and, in Yokogawa's reasonable opinion, is not appropriate for using the Software Product, or if Yokogawa
otherwise reasonably believes it is too inappropriate for you to continue using the Software Product, Yokogawa may suspend or withhold
the license provided hereunder.
9. Assignment
If you transfer or assign the Software Product to a third party, you shall expressly present this Agreement to the assignee to ensure that the
assignee comply with this Agreement, transfer all copies and whole part of the Software Product to the assignee and shall delete any and all
copy of the Software Product in your possession irretrievably. This Agreement shall inure to the benefit of and shall be binding on the assignees
and successors of the parties.
10. Termination
Yokogawa shall have the right to terminate this Agreement with immediate effect upon notice to you, if you breach any of the terms and
conditions hereof. Upon termination of this Agreement, you shall promptly cease using the Software Product and, in accordance with sub-clause
.5, return or irretrievably delete all copies of the Software Product, certifying the same in writing. In this case the license fee paid by you for the
Software Product shall not be refunded. Clauses .4 and .5, 3, 5, 6 and 11 shall survive any termination of this Agreement.
11. Governing Law; Disputes
This Agreement shall be governed by and construed in accordance with the laws of Japan.
Any dispute, controversies, or differences which may arise between the parties hereto, out of, in relation to or in connection with this Agreement
("Dispute") shall be resolved amicably through negotiation between the parties based on mutual trust. Should the parties fail to settle the Dispute
within ninety (90) days after the notice is given from either party to the other, the Dispute shall be addressed in the following manner:
(i) If you are a Japanese individual or entity, the Dispute shall be brought exclusively in the Tokyo District Court (The Main Court) in
Japan.
(ii) If you are not a Japanese individual or entity, the Dispute shall be finally settled by arbitration in Tokyo, Japan in accordance with the
Commercial Arbitration Rules of the Japan Commercial Arbitration Association. All proceedings in arbitration shall be conducted in
the English language, unless otherwise agreed. The award of arbitration shall be final and binding upon both parties, however, each
party may make an application to any court having jurisdiction for judgment to be entered on the award and/or for enforcement of the
award.
12. Miscellaneous
1.1 This Agreement supersedes all prior oral and written understandings, representations and discussions between the parties concerning
the subject matter hereof to the extent such understandings, representations and discussions should be discrepant or inconsistent with
this Agreement.
1. If any part of this Agreement is found void or unenforceable, it shall not affect the validity of the balance of the Agreement, which shall
remain valid and enforceable according to its terms and conditions. The parties hereby agree to attempt to substitute for such invalid or
unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial
objectives of the invalid or unenforceable provision.
1.3 Failure by either party to insist on performance of this Agreement or to exercise a right when entitled does not prevent such party from
doing so at a later time, either in relation to that default or any subsequent one.
End of document