Software License Agreement for 2JCIE series Software

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You (either an individual or a legal entity) may use the Licensed Software defined below as a Licensee, only when you agree to the SOFTWARE LICENSE AGREEMENT (this “Agreement) set forth below. This Agreement is a legal agreement between you and OMRON Corporation. By clicking “I Agree”, downloading, installing, copying or otherwise using this Licensed Software, you agree to be bound by and comply with the terms and conditions of this Agreement. If you do not agree with such terms and conditions, do not install, copy or use any part of this Licensed Software.

SOFTWARE LICENSE AGREEMENT

Subject to the aforementioned compliance by Licensee, Omron grants to Licensee a non-exclusive and non-transferable license to use internally the Licensed Software only on the Designated Equipment as follows:

1.DEFINITION

As used herein, the following terms shall have the following meanings:

2.GRANT

1. Subject to the terms and conditions in this Agreement, Omron hereby grants to Licensee the following limited, revocable, non-transferable, non-exclusive, “as-is” and non-sublicensable license to use internally the Licensed Software only in connection with the Designated Equipment.
   Licensee may use the Licensed Software free of charge unless otherwise specified by Omron.
2. Except as expressly permitted by this Agreement, Licensee shall not:
   1. a. sublicense, distribute, publish, sell, assign, transfer, rent, lease or upload to any website or server the Licensed Software;
   2. b. modify, translate, adapt, reverse engineer, de-compile or disassemble the Licensed Software; or
   3. c. use or reproduce the Licensed Software, in whole or in part, other than as expressly permitted by this Agreement.
3. Licensee shall not use the Licensed Software for any unlawful, illegal or unethical activity, nor develop any Licensed Software which promotes or facilitates the commission of a crime, or other tortious, unlawful, illegal or unethical act.
4. Licensee shall not disclose or publish any information that helps any third party do prohibited activities of Licensee in this Agreement.

3.NO WARRANTY AND DISCLAIMER

1. OMRON LICENSES THE LICENSED SOFTWARE TO LICENSEE ON AN “AS IS” BASIS WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE SHALL USE THE LICENSED SOFTWARE, SOLELY ON ITS OWN RESPONSIBILITY, AND AT ITS SOLE COST AND RISK. OMRON DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTEIS INCLUDING, BUT NOT LIMITED TO, TITLE AND NONINFRINGEMENT OF THIRD PARTY’S RIGHTS, THE WARRANTY OF DESIGN, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OMRON DOES NOT WARRANT THAT LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ITS DEFECTS WILL BE CORRECTED, OR THAT IT WILL BE COMPATIBLE WITH ANY OR FUTURE OMRON PRODUCTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OMRON OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OMRON’S OBLIGATIONS UNDER THIS AGREEMENT. LICENSEE HEREBY WAIVES ANY AND ALL CLAIMS THAT LICENSEE MAY HAVE AGAINST OMRON ARISING OUT OF THIS AGREEMENT. Omron may extend, enhance, or otherwise modify the Licensed Software at any time without notice, but Omron has no obligation to provide Licensee with any updates or changes. If updated or changes are made available by Licensee, the terms and conditions in this Agreement shall govern such updates or changes, unless the updates or changes are accompanied by a separate license in which case the terms and conditions of such license will govern.
   Omron has no obligation to provide any support or engineering assistance of any sort to Licensee.
2. Australian Consumer Law (for Licensee in Australia)
   1. In the event that this Agreement constitutes or involves a supply of goods or services to a consumer as defined in the Australian Consumer Law (“ACL”), nothing contained in this Agreement excludes, restricts or modifies any condition, guarantee, warranty or other obligation which is applicable to or is conferred on Omron pursuant to the ACL where to exclude, restrict or modify any such condition, warranty or other obligation is unlawful.
   2. To the extent that Licensee is a consumer for the purposes of the ACL:
      1. Omron goods come with guarantees that cannot be excluded under the ACL. Licensee is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. Licensee is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
      2. To the full extent permitted by Law, where the benefit of any such condition, warranty or other obligation is conferred upon Licensee pursuant to the ACL, Omron’s sole liability for breach of any such condition, warranty, guarantee or other obligation will be limited to: (A) the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods; or (B) the repair of the goods or payment of the cost of having the goods repaired.
3. Consumer Guarantees Act (for Licensee in New Zealand) In the event that Licensee is using Licensed Software for a business purpose, Licensee is deemed to accept and have acknowledged that the Consumer Guarantees Act in New Zealand will not apply to the usage of Licensed Software. For the avoidance of doubt, Licensee shall be deemed to be using Licensed Software for a business purpose if Licensee is acquiring, or hold itself out to be acquiring, the Licensed Software for the purposes of:
   1. resupplying them in trade;
   2. consuming them in the course of a process of production or manufacture; or
   3. repairing or treating in trade other goods or fixtures on land.

4.DAMAGE LIMITATION

THE LICENSED SOFTWARE IS PROVIDED AS A CONVENIENCE AND ACCOMMODATION TO LICENSEE. TO THE EXTENT NO PROHIBITED BY LAW, IN NO EVENT SHALL OMRON, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, STATUTORY OR OTHERWISE, EVIN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY OF THE FOREGOING PARTIES FOR ALL CLAIMS OF EVERY KIND (INCLUDING THOSE ARISING IN TORT) ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSED SOFTWARE.

5.INTELLECTUAL PROPERTY RIGHTS

Title and ownership of all Intellectual Property Rights in the Licensed Software will at all times remain with Omron. The rights granted to Licensee by Omron under such Intellectual Property Rights are only for the purposes set forth in Section 2. Licensee shall not remove any copyright, patent, trade secret, proprietary and/or other legal notices contained on or in the Licensed Software, including any associated software, programming, or documentation. Licensee shall not use any information or data disclosed by Omron in connection with this Agreement to contest the validity of any Omron intellectual property rights. Any such use of Omron’s information and data shall constitute a material, non-curable breach of this Agreement. Licensee shall not use any Confidential Information disclosed by Omron to Licensee in connection with this Agreement to contest the validity of any Omron intellectual property, including the Licensed Software. Any such use of Omron’s information and data shall constitute a material, non-curable breach of this Agreement.

6.INDEMNIFICATION

Licensee agrees to indemnify, defend and hold harmless Omron (including its Affiliates, directors, officers or employees) (collectively, the “Omron Indemnitees”) from actual or alleged claims, losses, liabilities, damages, expenses and costs, including reasonable attorney’s fees and expert costs, incurred by any Omron Indemnitees as a result of (a) a breach of this Agreement by Licensee, (b) Licensee’s violation of applicable law, or (c) the negligence or other wrongful conduct of Licensee.

7.EXPORT/IMPORT CONTROL

Licensee shall comply fully with all relevant export and import laws and regulations of the place of residence and all other relevant jurisdictions (“Export/Import Laws”) in the case of export/import or taking action deemed as export/import by Export/Import Laws. Licensee shall indemnify, defend and hold harmless Omron from and against any claims, demands, fines, sanctions, damages, or costs arising out of Licensee’s breach of this Section.

8.TERM

This Agreement is effective until terminated.

1. Omron may terminate this Agreement immediately, in case that:
   1. Licensee fails to comply with any term in this Agreement;
   2. there is a threat of or actual lawsuit relating to the Licensed Software; or
   3. there shall be filed by or against Licensee application for bankruptcy, dissolution, liquidation, compositions or company reorganization

9.EFFECT OF TERMINATION

1. Upon termination of this Agreement for any reason or for convenience, the license and rights granted hereunder shall automatically and immediately terminate and expire and Licensee shall immediately (i) cease using the Licensed Software in any manner, (ii) return to Omron or destroy under Omron’s instruction the Licensed Software (including all copies thereof) to Omron.
2. 9.2 The rights and obligations under Section 3(WARRANTY AND DISCLAIMER), 4(DAMAGE LIMITATION), 5(INTELLECTUAL PROPERTY RIGHTS), 6(INDEMNIFICATION), 10(MISCELLANEOUS) and this Section shall survive expiration or termination of this Agreement and bind the parties and their legal representatives, successors and assigns thereafter.

10.MISCELLANEOUS

1. If the performance of this Agreement or any obligation hereunder is prevented, delayed or restricted by reason of the cause beyond the reasonable control of the party so affected, including, but not limited to, war, hostility, riot, revolution, embargo, enforcement of any law, order or regulation, fire, wind, earthquake, flood, severe weather or other acts of God, the party so affected shall be excused from such performance to the extent of such prevention, delay or restriction and shall not constitute a breach of this Agreement.
2. Licensee shall not assign to a third party this Agreement, or any rights or obligations hereunder, in whole or in part, without the prior written approval of Omron. Any attempted assignment without such approval shall be wholly void and totally ineffective for all purposes. Omron may assign this Agreement, without Licensee’s consent, to any Affiliate, or in the event of a merger, acquisition, or sale of all or substantially all of its assets.
3. If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The invalid provision shall be replaced by a valid one which achieves to the extent possible the original purpose of the invalid provision.
4. Any failure of either party hereto to enforce at any time or for any period of time, any of the provisions of this Agreement shall not be construed as a waiver of such provision or right or remedy of the party to enforce such provision.
5. This Agreement does not authorize either party an agent, partner or employee or legal representative of the other party for any purpose whatsoever. Neither party is granted any right or authority to assume or create any obligation or responsibility, expressly or impliedly, on behalf of or in the name of the other party or to bind the other party in any manner or thing whatsoever.
6. Any and all disputes, controversies or differences which may arise between the parties hereto out of or in relation to or in connection with this Agreement shall be finally and exclusively settled by the competent courts of Japan.
7. The formation, validity, construction and performance of this Agreement and all amendments and supplements hereto shall be governed and interpreted by and in accordance with the laws of Japan without reference to conflict of law rules.
8. The prevailing party in any judicial action, if any, brought to enforce or interpret this Agreement or for relief for the breach hereof shall be entitled to recover its reasonable attorneys fees therein incurred.
9. The headings of this Agreement and respective Section hereof are used for convenience only and shall not affect in any way the construction of the provisions to which they refer.
10. This Agreement constitutes the final and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous negotiations, representations, statements, agreement or commitments, whether oral or in writing and whether express or implied, between the parties hereto.
11. Omron may, at its discretion, change this Agreement at any time by any reason. Licensee is deemed to agree to all provisions of the changed Agreement if Licensee uses the Licensed Software after such changes are made.

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