IM 735201-01E
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Article 6 (Liabilities)
6.1 If and when the Licensee should incur any damage relating to or arising out of the Licensed Software or service that
Yokogawa has provided to the Licensee under the conditions herein due to a reason attributable to Yokogawa, Yokogawa
shall take actions in accordance with this Agreement. However, in no event shall Yokogawa be liable or responsible for any
special, incidental, consequential and/or indirect damage, whether in contract, warranty, tort, negligence, strict liability, or
otherwise, including, without limitation, loss of operational profit or revenue, loss of use of the Licensed Software, or any
associated products or equipment, cost of capital, loss or cost of interruption of the Licensee’s business, substitute
equipment, facilities or services, downtime costs, delays, and loss of business information, or claims of customers of
Licensee or other third parties for such or other damages. Even if Yokogawa is liable or responsible for the damages
attributable to Yokogawa and to the extent of this Article 6, Yokogawa’s liability for the Licensee’s damage shall not exceed
the price amount of the Licensed Software or service fee which Yokogawa has received. Please note that Yokogawa shall
be released or discharged from part or all of the liability under this Agreement if the Licensee modifies, remodels, combines
with other software or products, or causes any deviation from the basic specifications or functional specifications, without
Yokogawa’s prior written consent.
6.2 All causes of action against Yokogawa arising out of or relating to this Agreement or the performance or breach hereof shall
expire unless Yokogawa is notified of the claim within one (1) year of its occurrence.
6.3 In no event, regardless of cause, shall Yokogawa assume responsibility for or be liable for penalties or penalty clauses in any
contracts between the Licensee and its customers.
Article 7 (Limit of Export)
Unless otherwise agreed by Yokogawa, the Licensee shall not directly or indirectly export or transfer the Licensed Software to any
countries other than those where Yokogawa permits export in advance.
Article 8 (Term)
This Agreement shall become effective on the date when the Licensee receives the Licensed Software and continues in effect
unless or until terminated as provided herein, or the Licensee ceases using the Licensed Software by itself or with Yokogawa’s
thirty (30) days prior written notice to the Licensee.
Article 9 (Injunction for Use)
During the term of this Agreement, Yokogawa may, at its own discretion, demand injunction against the Licensee in case that
Yokogawa deems that the Licensed Software is used improperly or under severer environments other than those where
Yokogawa has first approved, or any other condition which Yokogawa may not permit.
Article 10 (Termination)
Yokogawa, at its sole discretion, may terminate this Agreement without any notice or reminder to the Licensee if the Licensee
violates or fails to perform this Agreement. However, Articles 5, 6, and 11 shall survive even after the termination.
Article 11 (Jurisdiction)
Any dispute, controversies, or differences between the parties hereto as to interpretation or execution of this Agreement shall be
resolved amicably through negotiation between the parties upon the basis of mutual trust. Should the parties fail to agree within
ninety (90) days after notice from one of the parties to the other, both parties hereby irrevocably submit to the exclusive jurisdiction
of the Tokyo District Court (main office) in Japan for settlement of the dispute.
Article 12 (Governing Law)
This Agreement shall be governed by and construed in accordance with the laws of Japan. The Licensee expressly agrees to
waive absolutely and irrevocably and to the fullest extent permissible under applicable law any rights against the laws of Japan
which it may have pursuant to the Licensee’s local law.
Article 13 (Severability)
In the event that any provision hereof is declared or found to be illegal by any court or tribunal of competent jurisdiction, such
provision shall be null and void with respect to the jurisdiction of that court or tribunal and all the remaining provisions hereof shall
remain in full force and effect.
