Yokogawa Data Logging Software GA10 - Manual (Page 4)

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IM 04L65B01-01EN
Software License Agreement
IMPORTANT - PLEASE READ CAREFULLY BEFORE INSTALLING OR USING:
THANK YOU VERY MUCH FOR SELECTING SOFTWARE OF YOKOGAWA ELECTRIC CORPORATION (“YOKOGAWA”). BY INSTALLING OR OTHERWISE USING THE
SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL NOR USE
THE SOFTWARE PRODUCT AND PROMPTLY RETURN IT TO THE PLACE OF PURCHASE FOR A REFUND, IF APPLICABLE.
1. Scope
This Agreement applies to the following software products and associated documentation of Yokogawa (collectively, “Software Product”). Unless otherwise provided by
Yokogawa, this Agreement applies to the updates and upgrades of the Software Product which may be provided by Yokogawa.
Software Product: SMARTDAC+ Data Logging Software (Model GA10)
2. Grant of License
2.1 Subject to the terms and conditions of this Agreement, Yokogawa hereby grants to you a non-exclusive and non-transferable right to use the Software Product on a single or,
the following specified number of, computer(s) and solely for your internal operation use, in consideration of full payment by you to Yokogawa of the license fee separately
agreed upon.
Granted number of License: the number of purchases
2.2 Unless otherwise agreed or provided by Yokogawa in writing, the following acts are prohibited:
a) to reproduce the Software Product, exce pt for one archival copy for backup purpose, which shall be maintained with due care subject to this Agreement;
b) to sell, lease, distribute, transfer, pledge, sublicense, make available via the network or otherwise convey the Software Product or the license granted herein to any other
person or entity;
c) to use the Software Product on any unauthorized computer via the network;
d) to cause, permit or attempt to dump, disassemble, decompile, reverse-engineer, or otherwise translate or reproduce the Software Product into source code or other human
readable format, or to revise or translate the Software Product into other language and change it to other formats than that in which Yokogawa provided;
e) to cause, permit or attempt to remove any copy protection used or provided in the Software Product; or
f) to remove any copyright notice, trademark notice, logo or other proprietary notices or identification shown in the Software Product.
2.3 Any and all technology, algorithms, know-how and process contained in the Software Product are the property or trade secret of Yokogawa or licensors to Yokogawa.
Ownership of and all the rights in the Software Product shall be retained by Yokogawa or the licensors and none of the rights will be transferred to you hereunder.
2.4 You agree to maintain the aforementioned property and trade secret of Yokogawa or licensors and key codes in strict confidence, not to disclose it to any party other than your
employees, officers, directors or similar staff who have a legitimate need to know to use the Software Product and agreed in writing to abide by the obligations hereunder.
2.5 Upon expiration or termination of this Agreement, the Software Product and its copies, including extracts, shall be returned to Yokogawa and any copies retained in your
computer or media shall be deleted irretrievably. If you dispose of media in which the Software Product or its copy is stored, the contents shall be irretrievably deleted.
2.6 The Software Product may contain software which Yokogawa is granted a right to sublicense or distribute by third party suppliers, including affiliates of Yokogawa (“Third
Party Software”). If suppliers of the Third Party Software (“Supplier”) provide special terms and conditions for the Third Party Software which differ from this Agreement, the
special terms and conditions separately provided by Yokogawa shall prevail over this Agreement. Some software may be licensed to you directly by Supplier.
2.7 The Software Product may contain open source software (“OSS”), for which the special terms and conditions separately provided by Yokogawa shall take precedence over
this Agreement.
3. Restrictions on Application
3.1 Unless otherwise agreed in writing between you and Yokogawa, the Software Product is not intended, designed, produced or licensed for use in relation to aircraft operation
or control, ship navigation or marine equipment control, or ground facility or device for support of the aforesaid operation or control, or for use in relation to rail facility, nuclear
related facility, radiation-related equipment, or medical equipment or facility, or under any other circumstances which may require high safety standards.
3.2 If the Software Product is used for the abovementioned purposes, neither Yokogawa nor Supplier assumes liability for any claim or damage arising from the said use and
you shall indemnify and hold Yokogawa, Supplier, their affiliates, subcontractors, officers, directors, employees and agents harmless from any liability or damage whatsoever,
including any court costs and attorney’s fees, arising out of or related to the said use.
4. Limited Warranty
4.1 The Software Product shall be provided to you on an “as is” basis at the time of delivery and except for physical damage to the recording medium containing the Software
Product, Yokogawa and Supplier shall disclaim all of the warranties whatsoever, express or implied, and all liabilities therefrom. If any physical defect is found on the recording
medium not later than twelve (12) months from delivery, Yokogawa shall replace such defective medium free of charge, provided that the defective medium shall be returned to
the service office designated by Yokogawa at your expense within the said twelve (12) months. THIS LIMITED WARRANTY PROVIDED IN THIS CLAUSE IS IN LIEU OF ALL
OTHER WARRANTIES OF ANY KIND WHATSOEVER AND YOKOGAWA HEREBY DISCLAIMS ALL OTHER WARRANTIES RELATING TO THE SOFTWARE PRODUCT,
WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
PURPOSE, NON-INFRINGEMENT, QUALITY, FUNCTIONALITY, APPROPRIATENESS, ACCURACY, RELIABILITY AND RECENCY. IN NO EVENT SHALL YOKOGAWA
WARRANT THAT THERE IS NO INCONSISTENCY OR INTERFERENCE BETWEEN THE SOFTWARE PRODUCT AND OTHER SOFTWARE NOR SHALL BE LIABLE
THEREFOR. The warranty provisions of the applicable law are expressly excluded to the extent permitted.
4.2 At the sole discretion of Yokogawa, Yokogawa may upgrade the Software Product to the new version number (“Upgrade”) and make it available to you at your expense or
free of charge as Yokogawa deems fit. In no event shall Yokogawa be obliged to upgrade the Software Product or make the Upgrade available to you.
4.3 Certain maintenance service may be available for some types of Software Product at Yokogawa’s current list price. Scope and terms and conditions of the maintenance
service shall be subject to those separately provided by Yokogawa. Unless otherwise provided in Yokogawa catalogues or General Specifications, maintenance services
will be available only for the latest version and the immediately preceding version. In no event will service for the immediately preceding version be available for more than 5
years after the latest version has been released. In addition, no service will be provided by Yokogawa for the Software Product which has been discontinued for more than 5
years. Notwithstanding the foregoing, maintenance service may not be available for non-standard Software Product. Further, in no event shall Yokogawa provide any service
for the Software Product which has been modified or changed by any person other than Yokogawa.
5. Infringement
5.1 If you are warned or receive a claim by a third party that the Software Product in its original form infringes any third party’s patent (which is issued at the time of delivery of
the Software Product), trade mark, copyright or other intellectual property rights (“Claim”), you shall promptly notify Yokogawa thereof in writing.
5.2 If the infringement is attributable to Yokogawa, Yokogawa will defend you from the Claim at Yokogawa’s expense and indemnify you from the damages finally granted by the
court or otherwise agreed by Yokogawa out of court. The foregoing obligation and indemnity of Yokogawa shall be subject to that i) you promptly notify Yokogawa of the Claim
in writing as provided above, ii) you grant to Yokogawa and its designees the full authority to control the defense and settlement of such Claim and iii) you give every and all
necessary information and assistance to Yokogawa upon Yokogawa’s request.