Parameter Setup Software License Agreement
PLEASE READ THIS PARAMETER SETUP SOFTWARE LICENSE AGREEMENT ("PSLA") CAREFULLY BEFORE USING THE PARAMETER SETUP SOFTWARE PRODUCTS (USED FOR “ABSOLUTE DIGIMATIC INDICATORS FOR CALCULATION APPLICATIONS”,“ABSOLUTE DIGIMATIC INDICATORS FOR PEAK-VALUE HOLD APPLICATIONS”, AND“ABSOLUTE DIGIMATIC INDICATORS FOR BORE GUAGE APPLICATIONS” ; HEREINAFTER REFERRED TO AS THE “SOFTWARE PRODUCTS”). THIS PSLA SHALL CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU/CUSTOMER AND MITUTOYO CORPORATION (“MITUTOYO”) FOR THE SOFTWARE PRODUCT. BY CLICKING ON THE "AGREE" BUTTON, DOWNLOADING THE SOFTWARE PRODUCT, INSTALLING THE SOFTWARE PRODUCT ON AND/OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THE TERMS OF THIS PSLA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS PSLA, DO NOT CLICK ON THE “AGREE” BUTTON AND DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE PRODUCT. THIS SOFTWARE PRODUCT IS LICENSED IN ACCORDANCE WITH PROVISIONS SET FORTH BELOW ONLY WHEN YOU AGREE TO ALL TERMS AND CONDITIONS SET FORTH IN THIS PSLA.
Mitutoyo grants to you/customer (“Customer”) a non-transferable and non-exclusive and limited license to install and use on copy of the Software Product (in object code form only) on computer systems, under the terms and conditions of this PSLA.
Customer acknowledges and agrees that (a) Mitutoyo is and shall remain the sole and exclusive owner of all right, title and interest in and to the Software Product and (b) Customer has no right, title or interest of any nature whatsoever in and to the Software Product, except the right to use the Software Product in accordance with and subject to the terms and conditions of this PSLA. All rights not expressly granted herein by Mitutoyo are reserved by Mitutoyo for the exclusive benefit and use of Mitutoyo and its affiliated and related companies as Mitutoyo deems appropriate.
EXCEPT AS EXPRESSLY AUTHORIZED HEREIN, CUSTOMER SHALL NOT PRINT OR COPY, IN WHOLE OR IN PART, THE SOFTWARE PRODUCT; MODIFY THE SOFTWARE PRODUCT; REVERSE COMPILE OR REVERSE ASSEMBLE/ENGINEER ALL OR ANY PORTION OF THE SOFTWARE PRODUCT; OR RENT, LEASE, SUBLICENSE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE PRODUCT.
Copyright in and to the Software Product shall remain exclusively with Mitutoyo and/or its licensors. Customer may not remove, modify or alter any copyright, trademark or any other intellectual property legend/notice from any part of the Software Product.
The Software Product is provided “AS IS”; provided however, that if a malfunction which Mitutoyo judges as fatal defect affecting an intended material performance or functions of the Software Product, Mitutoyo will at its option provide the modified version of the Software Products on the website of Mitutoyo.
Customer's exclusive remedy and the entire liability of Mitutoyo and its suppliers and related companies under this limited warranty will be, at Mitutoyo's sole and exclusive option, the aforesaid provision of the modified version at its option.
In no event does Mitutoyo warrant that the Software Product is error free or that Customer will be able to operate the Software Product without problems or interruptions or that the Software Product will work in combination with any hardware or application software products provided by third parties.
This warranty does not apply if the Software Product or any component or element thereof (or the equipment upon which such Software Product is intended to operate) (a) has been altered or modified, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Mitutoyo, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultra-hazardous activities.
Any warranty provided by Mitutoyo or its affiliated companies relative to the equipment/hardware upon which the Software Product is installed shall not expand, extend or otherwise modify the limited warranty set forth herein or provide any rights to Customer which are not otherwise expressly set forth herein.
EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
Customer assumes all responsibility for all results arising out of its selection of the Software Product to achieve its intended results.
IN NO EVENT WILL MITUTOYO, ITS AFFILIATED AND RELATED COMPANIES AND SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT EVEN IF MITUTOYO OR ITS AFFILIATED AND RELATED COMPANIES AND/OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
BECAUSE SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, STATES OR JURISDICTIONS, MITUTOYO'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
The license under this PSLA is effective until terminated. Customer may terminate this PSLA at any time by destroying all copies of the Software Product. This PSLA will terminate immediately without notice from Mitutoyo if Customer fails to comply with any provision of this PSLA. Upon termination, Customer must destroy all copies of Software Product including all media and documentation.
The Software Product is subject to Japanese export control laws as well as any other applicable export or import control laws and regulations in other countries. Customer agrees to comply strictly with all such applicable regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Software Product.
This PSLA shall be governed by and construed in accordance with the laws of Japan, without giving effect to the principles of conflict of law. Customer agrees to submit to the exclusive jurisdiction of the district courts in Tokyo, Japan with respect to any dispute, controversy or claim arising out of or relating to this PSLA and the parties respective rights and obligations hereunder. This PSLA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application which is expressly excluded.
If any portion hereof is found to be void or unenforceable, the remaining provisions of this PSLA shall remain in full force and effect.
This PSLA constitutes the entire agreement between Customer and Mitutoyo with respect to the subject matter hereof.
Customer shall indemnify, defend and hold harmless Mitutoyo from and against any and all claims and liability of any nature whatsoever arising out of or in connection with Customer’s breach of this PSLA.