Yokogawa FieldMate - Manual (Page 10)

A-4
IM 01R01A01-01E 9th Edition : May 31, 2013-00
2. Restriction
Licensee shall not: (a) remove any product identification, proprietary notices, or other notices or
restrictions from the Licensed Software; (b) transfer, sell, assign, sublicense or otherwise convey
the Licensed Software to another party without Licensor’s written consent; or (c) cause, permit
or attempt the reverse engineering, disassembly, decompilation, translation or adaptation of
the Licensed Software. Any transfer of the Licensed Software is subject to Licensor’s transfer
policies and fees.
3. Copyright / Ownership
The Licensed Software, including but not limited to any technology, algorithm, know-how,
process and others contained therein, is the proprietary property and trade secret of Licensor or
a third party who grant to Licensor the right of sub-licensing and is protected by copyright and
other intellectual property laws and treaties. Licensee acquires only the right to use the Licensed
Software and does not acquire any rights, expressed or implied, in the Licensed Software or
media containing the Licensed Software other than those specified in this Agreement. Licensor
shall at all times retain all rights, titles, and interests, including intellectual property rights, in the
Licensed Software and such media. The Licensee may not disclose or divulge the aforesaid
proprietary property and trade secret to any other individual or entity than the Licensee’s
personnel who reasonably need to know and the Licensee shall impose strictly confidential
obligations with respect to such proprietary property and trade secret on such Licensee’s
personnel.
4. Warranty / Liability
(1) THE LICENSED SOFTWARE SHALL BE PROVIDED TO LICENSEE ON AN “AS IS”
BASIS. UNLESS OTHERWISE EXPRESSLY PROVIDED BY LICENSOR, LICENSOR
AND THE SUPPLIERS WHO PROVIDE OR LICENSE PART OF THE LICENSED
SOFTWARE TO LICENSOR (“SUPPLIERS”) HEREBY EXPRESSLY DISCLAIM ANY AND
ALL IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT
LIMITATION WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION,
SATISFACTORY QUALITY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, AND SHALL NOT BE LIABLE TO LICENSEE FOR
ANY DAMAGE OR LOSS CAUSED BY USE OR INABILITY TO USE OF THE LICENSED
SOFTWARE. LICENSOR AND SUPPLIERS DISCLAIM ANY AND ALL LIABILITY AND
WILL HAVE NO LIABILITY FOR VIOLATION, MISAPPROPRIATION OR INFRINGEMENT
OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, UNLESS IT IS
CAUSED BY LICENSOR OR SUPPLIERS’ GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
(2) IN NO EVENT SHALL LICENSOR AND SUPPLIERS BE LIABLE, WHETHER IN
CONTRACT, TORT OR OTHERWISE AND WHETHER OR NOT LICENSOR AND
SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY
DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OR
GOODWILL, LOSS OF DATA OR LOSS OF AVAILABILITY. IN NO EVENT SHALL
LICENSOR AND SUPPLIERS’ AGGREGATE LIABILITY EXCEED THE AMORTIZED
BALANCE OF THE AMOUNT PAID BY LICENSEE FOR USE OF THE CONCERNED
PART OF THE LICENSED SOFTWARE.
(3) THIS PARAGRAPH 4 STATES THE ENTIRE WARRANTY AND LIABILITY OF LICENSOR
AND SUPPLIERS IN CONNECTION WITH THE LICENSED SOFTWARE. THIS
PARAGRAPH 4 ALLOCATES RISKS UNDER THIS AGREEMENT BETWEEN LICENSEE
AND LICENSOR/SUPPLIERS AND COMPRISES FUNDAMENTAL ELEMENTS OF THIS
LICENSE. LICENSOR’S PRICING OF THE LICENSED SOFTWARE REFLECTS THIS
ALLOCATION OF RISKS AND LIMITATION OF LIABILITY.