Yokogawa SPS24 - Manual (Page 5)

iv
IM 12A01S02-01E 1st Edition : May 10, 2013-00
(3) During the Warranty Period defined above, if the Software Product fails to operate in accordance with the steps of the Instruction Manual etc. attributable to Yokogawa,
or defects such as damage of media of the Software Product attributable to Yokogawa are found and you notify Yokogawa of such purport in writing within the Warranty
Period, Yokogawa agrees to either repair it or replace the media free of charge, providing the use under the proper operating environment and circumstance which
Yokogawa designates. Such repair or replacement shall be executed by sending of the media from Yokogawa to you. At your request and upon availability, other works
except for such sending of the media (including but not limited to installation, setting-up) shall be executed with charge separately.
5. Exception of Warranty
Yokogawa’s warranty set forth in Article 4. above shall not apply if the defect of the Software Product is caused by any of the following:
a) where the Software Product was used or operated under the operating environment and circumstance, which does not comply with the terms that Yokogawa or vendors of
hardware and operation system designated by Yokogawa;
b) where you or a party you designate (including your customer) misused, renovated, up-graded, or used the Software Product for any other purpose than set forth in the
Instruction Manual etc.;
c) where you or your customer does not execute the proper trouble or non-conformity avoiding measures (including repair or replacement) Yokogawa proposed;
d) where any third party other than entrusted by Yokogawa conducted renovation, or improvement of the Software Product; or
e) other cause of defect not attributable to Yokogawa
6. If You are not the End User
If you are not the end user of the Software Product, you shall present the terms and conditions of this Agreement to your end user and have your end user observe such terms
and conditions. If Yokogawa incurs damage due to the breach of such terms and conditions by your end user, you shall indemnify and hold Yokogawa harmless. In this case,
the license of the Software Product is the end user, and if you are not the end user, you shall transfer the possession of media and related materials of the Software Product to
your end user.
7. Patent or Copyright Infringement
If and when any third party should demand injunction, initiate a law suit, or demand damages against you under patent right (including utility model right, design patent, and
trade mark) copyright any other rights relating to any of the Software Product including related materials, you shall notify Yokogawa to that effect in writing without delay. In such
case, you shall assign to Yokogawa all of the rights to defend you and to negotiate with the claiming party. Further you shall provide Yokogawa with necessary information or
any other assistance for Yokogawa’s defense and negotiation. If and when such a claim should be attributable to Yokogawa, Yokogawa shall defend you and negotiate with the
claiming party at Yokogawa’s cost and expense and be responsible for the final settlement or judgment granted to such claiming party.
8. Limitation of Liability
Yokogawa shall not be responsible for any indirect damage (including but not limited to loss of operational profit, loss of interruption of your business, and loss of business
information) and that Yokogawa’s liability to your damage shall not exceed the price amount of the Software Product, which Yokogawa received, even if Yokogawa has been
advised of the possibility of such damage. Please note that Yokogawa shall be released and discharged from part or all of the liability hereunder, if you modify, remodel,
combine with other software etc., or cause any deviation from the original specifications, without Yokogawa’s prior written consent.
9. Export
You shall not (re-)export or transmit, regardless of direct or indirect, the Software Product, its related documents and technical information, and results, which is created through
the use of the Software Product without observation of the export control laws and regulations of Japan and other related countries and acquisition of necessary (re-)export or
import license at your responsibility.
10. Commencement of Validity
This Agreement shall become effective from the day which you install the Software Puroduct, or thirty (30) days after the day which you receive the Software Product, whichever
comes first.
11. Termination by without Cause
You or Yokogawa may terminate this Agreement with thirty (30) days written notice to the other party.
12. Termination by Cause
Yokogawa may terminate this Agreement without any notice or demand to you immediately, if you breach any of the terms and conditions of the Agreement.
13. Effect of Termination
(1) Article 2. (5), 7., 8. and 14. shall survive any termination of this Agreement.
(2) When this Agreement is terminated, you shall return the Software Product and its copies to Yokogawa without delay, and if you destroy and dispose of the medium of the
Software Product under Yokogawa’s consent, you shall delete the contents of such media or destroy media surely.
(3) When this Agreement is terminated, Yokogawa shall not obligate to refund the price amount Yokogawa received to you.
14. Governing Law
(1) This Agreement shall be governed by and construed under the laws of Japan.
(2) All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement 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 the parties hereto.
Concluded.