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TI 01W06A51-41EN
identification shown in the Software Product; or
f) to develop or have developed derivative software or other computer programs which are
based on the Software Product unless otherwise permitted by Yokogawa in writing.
2.3 Any and all technology, algorithms, know-how and process contained in or applicable on
the Software Product are the intellectual property or trade secret of Yokogawa or any of its
licensors. Copyright, trademark and any other intellectual property rights in and ownership
of the Software Product shall be retained by Yokogawa or any of its licensors and none of
the rights will be transferred to Licensee hereunder.
2.4 Licensee agrees to maintain the aforementioned intellectual property and trade secrets of
Yokogawa or any of its licensors and key codes (software license files) in strict confidence,
not to disclose it to any party other than Licensee’s 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, any copies of the Software Product
retained in Recommended Terminals shall be deleted irretrievably. If Licensee disposes of
Recommended Terminals in which the Software Product or its copy is stored, the contents
shall be irretrievably deleted.
3. Restrictions on use
3.1 Unless otherwise agreed in writing between Licensee and Yokogawa, the Software Product
is not intended, designed, produced or licensed for aircraft operation or control, ship
navigation, or ground facility or device for support of the aforesaid operation or control, nor
for planning, construction, maintenance or operation of any nuclear related facility.
3.2 If the Software Product is used for the above mentioned purposes, neither Yokogawa nor
Supplier assumes liability for any claim or damage arising from the said use and Licensee
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. No Warranty
THE SOFTWARE PRODUCT SHALL BE PROVIDED TO LICENSEE ON AN “AS IS”
BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOKOGAWA DISCLAIMS
ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS. YOKOGAWA DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE SOFTWARE PRODUCT WILL MEET ANY REQUIREMENTS OR
NEEDS LICENSEE MAY HAVE, THAT THE SOFTWARE PRODUCT WILL OPERATE ERROR
FREE, OR IN AN UNINTERRUPTED FASHION, THAT ANY DEFECTS OR ERRORS IN
THE SOFTWARE PRODUCT WILL BE CORRECTED, THAT THE SOFTWARE PRODUCT
HAS NO INCONSISTENCY OR INTERFERENCE WITH OTHER SOFTWARE, THAT
THE SOFTWARE PRODUCT OR THE RESULTS ARISING THEREFROM IS PRECISE,
RELIABLE OR UP-TO-DATE, THAT THE SOFTWARE PRODUCT IS COMPATIBLE WITH ANY
PARTICULAR SOFTWARE REQUIRED TO RUN THE SOFTWARE PRODUCT, OR THAT
THE SOFTWARE PRODUCT IS FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED
WARRANTIES SO THEY MAY NOT APPLY TO LICENSEE.
5. Limitation of Liability
EXCEPT TO THE EXTENT THAT LIABILITY MAY NOT LAWFULLY BE EXCLUDED ,
YOKOGAWA SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGE OR LOSS,
WHETHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS
Mar.26,2019-00