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1-4
<Toc> <Ind> <1. Introduction>
All Rights Reserved Copyright © 2006, Yokogawa Electric Corporation
IM 01C25R51-01E
1.2.3 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 may include trade
secret of Licensor or a third party who grants to Licensor the right of sub-licensing and is
protected by copyright and other intellectual property laws and treaties. Licensee acquires
only 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 trade secret to any other individual
or entity than the Licensee's personnel who reasonably need to know and the Licensee.
1.2.4 No Warranty / Limitation of Liability
(1) THE LICENSED SOFTWARE SHALL BE PROVIDED TO LICENSEE ON AN "AS IS"
BASIS. UNLESS OTHERWISE EXPRESSLY PROVIDED BY LICENSOR, LICEN-
SOR AND THE SUPPLIERS WHO PROVIDE OR LICENSE PART OF THE LI-
CENSED SOFTWARE TO LICENSOR ("SUPPLIERS") HEREBY EXPRESSLY
DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ANY KIND WHATSOEVER,
INCLUDING WITHOUT LIMITATION WARRANTY OF UNINTERRUPTED OR ER-
ROR-FREE OPERATION, SATISFACTORY QUALITY, NON-INFRINGEMENT, MER-
CHANTABILITY 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 VIOLA-
TION, MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY.
(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 ANY LOSS OR DAMAGE INCLUDING CONSEQUENTIAL, INCI-
DENTAL, INDIRECT OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF
REVENUE, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA OR LOSS OF
AVAILABILITY.
(3) THIS SECTION 1.2.4 STATES THE ENTIRE WARRANTY AND LIABILITY OF LI-
CENSOR 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 SOFT-
WARE REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY.
(4) LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD LICENSOR AND SUPPLIERS
FROM ANY CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, JUDGMENTS
OR SETTLEMENTS, INCLUDING ALL REASONABLE COSTS AND EXPENSES
RELATED THERETO INCLUDING ATTORNEY’S FEES, DIRECTLY OR INDIRECTLY
RESULTING FROM ANY CLAIM MADE OR POTENTIAL CLAIM BY A THIRD PARTY
AGAINST LICENSOR OR SUPPLIERS ARISING OUT OF ANY ACT OR USE OF
LICENSED SOFTWARE BY LICENSEE.
1.2.5 Term and Termination
(1) This Agreement shall become effective when the Licensee installs, copies or other-
wise uses the Licensed Software and remain in full force until and terminate when (a)
Licensor terminates this Agreement according to this 1.2.5 (2); or (b) the Licensee
ceases to use the Licensed Product, whichever comes earlier.
(2) Licensor shall have the right to immediately terminate this Agreement without any
notice to Licensee, if Licensee breaches any of the terms and conditions hereof.