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IM 720120-61E
Terms and Conditions of the Software License
Yokogawa Electric Corporation and Yokogawa Test & Measurement Corporation, Japanese corporations (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: SL1000 Acquisition Software
Article 1 (Scope Covered by these Terms and Conditions)
1.1The 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.
1.2The “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)
2.1Yokogawa grants the Licensee, for the purpose of single use, non-exclusive and non-transferable license of the Licensed Software.
2.2The Licensee is, unless otherwise agreed in writing by Yokogawa, not entitled to copy, change, sell, distribute, transfer, or sublicense the Licensed Software.
2.3The 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.
2.4In 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.
2.5The 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.
2.6Yokogawa 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.
2.7The 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.
2.8In 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)
3.1The 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.
3.2Even 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)
4.1The 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.
4.2Notwithstanding 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.
4.3When 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”).
4.4Notwithstanding 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.
4.5THE 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.
4.6Correction 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.
Article 5 (Infringement)
5.1If and when any third party should demand injunction, initiate a law suit, or demand compensation for damages against the Licensee under patent right (including utility
model right, design patent, and trade mark), copy right, and any other rights relating to any of the Licensed Software, the Licensee shall notify Yokogawa in writing to
that effect without delay.
5.2In the case of the preceding Paragraph 5.1, the Licensee shall assign to Yokogawa all of the rights to defend the Licensee and to negotiate with the claiming party.
Furthermore, the Licensee 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, subject to the written notice to Yokogawa stated in the preceding Paragraph 5.1, Yokogawa shall defend the Licensee and
negotiate with the claiming party at Yokogawa’s cost and expense and be responsible for the final settlement or judgment granted to the claiming party in the preceding
Paragraph 5.1.
5.3When any assertion or allegation of the infringement of the third party’s rights defined in Paragraph 5.1 is made, or when at Yokogawa’s judgment there is possibility of
such assertion or allegation, Yokogawa will, at its own discretion, take any of the following countermeasures at Yokogawa’s cost and expense.
a) To acquire the necessary right from a third party which has lawful ownership of the right so that the Licensee will be able to continue to use the Licensed Software;
b) To replace the Licensed Software with an alternative one which avoids the infringement; or
c) To remodel the Licensed Software so that the Licensed Software can avoid the infringement of such third party’s right.
5.4If and when Yokogawa fails to take either of the countermeasures as set forth in the preceding subparagraphs of Paragraph 5.3, Yokogawa shall indemnify the Licensee
only by paying back the price amount of the Licensed Software which Yokogawa has received from the Licensee. THE FOREGOING PARAGRAPHS STATE THE
ENTIRE LIABILITY OF YOKOGAWA AND ANY THIRD PARTY LICENSING THIRD PARTY SOFTWARE TO YOKOGAWA WITH RESPECT TO INFRINGEMENT OF
THE INTELLECTUAL PROPERTY RIGHTS INCLUDING BUT NOT LIMITED TO, PATENT AND COPYRIGHT.