Yokogawa µR20000 - Manual (Page 4)

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IM 04P01B01-61E
Terms and Conditions of the Software License
Yokogawa Electric Corporation, a Japanese corporation (hereinafter called “Yokogawa”), grants permission to use this Yokogawa Software
Program (hereinafter called the “Licensed Software”) to the Licensee on the conditions that the Licensee agrees to the terms and conditions
stipulated in Article 1 hereof.
You, as the Licensee (hereinafter called “Licensee”), shall agree to the following terms and conditions for the software license (hereinafter called
the “Agreement”) based on the use intended for the Licensed Software.
Please note that Yokogawa grants the Licensee permission to use the Licensed Software under the terms and conditions herein and in no event
shall Yokogawa intend to sell or transfer the Licensed Software to the Licensee.
Licensed Software Name: RXA10 Configuration Software
Number of License: 1
Article 1 (Scope Covered by these Terms and Conditions)
1.1 The terms and conditions stipulated herein shall be applied to any Licensee who purchases the Licensed Software on the condition that the
Licensee consents to agree to the terms and conditions stipulated herein.
1.2 The “Licensed Software” herein shall mean and include all applicable programs and documentation, without limitation, all proprietary
technology, algorithms, and know-how such as a factor, invariant or process contained therein.
Article 2 (Grant of License)
2.1 Yokogawa grants the Licensee, for the purpose of single use, non-exclusive and non-transferable license of the Licensed Software with the
license fee separately agreed upon by both parties.
2.2 The Licensee is, unless otherwise agreed in writing by Yokogawa, not entitled to copy, change, sell, distribute, transfer, or sublicense the
Licensed Software.
2.3 The Licensed Software shall not be copied in whole or in part except for keeping one (1) copy for back-up purposes. The Licensee shall
secure or supervise the copy of the Licensed Software by the Licensee itself with great, strict, and due care.
2.4 In no event shall the Licensee dump, reverse assemble, reverse compile, or reverse engineer the Licensed Software so that the Licensee may
translate the Licensed Software into other programs or change it into a man-readable form from the source code of the Licensed Software.
Unless otherwise separately agreed by Yokogawa, Yokogawa shall not provide the Licensee the source code for the Licensed Software.
2.5 The Licensed Software and its related documentation shall be the proprietary property or trade secret of Yokogawa or a third party which
grants Yokogawa the rights. In no event shall the Licensee be transferred, leased, sublicensed, or assigned any rights relating to the Licensed
Software.
2.6 Yokogawa may use or add copy protection in or onto the Licensed Software. In no event shall the Licensee remove or attempt to remove
such copy protection.
2.7 The Licensed Software may include a software program licensed for re-use by a third party (hereinafter called “Third Party Software”,
which may include any software program from affiliates of Yokogawa made or coded by themselves.) In the case that Yokogawa is granted
permission to sublicense to third parties by any licensors (sub-licensor) of the Third Party Software pursuant to different terms and conditions
than those stipulated in this Agreement, the Licensee shall observe such terms and conditions of which Yokogawa notifies the Licensee in
writing separately.
2.8 In no event shall the Licensee modify, remove or delete a copyright notice of Yokogawa and its licenser contained in the Licensed Software,
including any copy thereof.
Article 3 (Restriction of Specific Use)
3.1 The Licensed Software shall not be intended specifically to be designed, developed, constructed, manufactured, distributed or maintained for
the purpose of the following events:
a) Operation of any aviation, vessel, or support of those operations from the ground;,
b) Operation of nuclear products and/or facilities;,
c) Operation of nuclear weapons and/or chemical weapons and/or biological weapons; or
d) Operation of medical instrumentation directly utilized for humankind or the human body.
3.2 Even if the Licensee uses the Licensed Software for the purposes in the preceding Paragraph 3.1, Yokogawa has no liability to or
responsibility for any demand or damage arising out of the use or operations of the Licensed Software, and the Licensee agrees, on its own
responsibility, to solve and settle the claims and damages and to defend, indemnify or hold Yokogawa totally harmless, from or against any
liabilities, losses, damages and expenses (including fees for recalling the Products and reasonable attorney’s fees and court costs), or claims
arising out of and related to the above-said claims and damages.
Article 4 (Warranty)
4.1 The Licensee shall agree that the Licensed Software shall be provided to the Licensee on an “as is” basis when delivered. If defect(s), such
as damage to the medium of the Licensed Software, attributable to Yokogawa is found, Yokogawa agrees to replace, free of charge, any
Licensed Software on condition that the defective Licensed Software shall be returned to Yokogawa’s specified authorized service facility
within seven (7) days after opening the Package at the Licensee’s expense. As the Licensed Software is provided to the Licensee on an “as
is” basis when delivered, in no event shall Yokogawa warrant that any information on or in the Licensed Software, including without limitation,
data on computer programs and program listings, be completely accurate, correct, reliable, or the most updated.
4.2 Notwithstanding the preceding Paragraph 4.1, when third party software is included in the Licensed Software, the warranty period and terms
and conditions that apply shall be those established by the provider of the third party software.
4.3 When Yokogawa decides in its own judgement that it is necessary, Yokogawa may from time to time provide the Licensee with Revision
upgrades and Version upgrades separately specified by Yokogawa (hereinafter called “Updates”).
4.4 Notwithstanding the preceding Paragraph 4.3, in no event shall Yokogawa provide Updates where the Licensee or any third party conducted
renovation or improvement of the Licensed Software.
4.5 THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE,
WRITTEN, ORAL, OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY YOKOGAWA AND ALL THIRD PARTIES LICENSING THIRD
PARTY SOFTWARE TO YOKOGAWA.
4.6 Correction of nonconformity in the manner and for the period of time provided above shall be the Licensee’s sole and exclusive remedy for
any failure of Yokogawa to comply with its obligations and shall constitute fulfillment of all liabilities of Yokogawa and any third party licensing
the Third Party Software to Yokogawa (including any liability for direct, indirect, special, incidental or consequential damages) whether in
warranty, contract, tort (including negligence but excluding willful conduct or gross negligence by Yokogawa) or otherwise with respect to or
arising out of the use of the Licensed Software.