GW Custom App Generator for Sushi Sensor Software License Agreement 



IMPORTANT - PLEASE READ THIS AGREEMENT CAREFULLY: 


THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN THE USER (“LICENSEE”) AND YOKOGAWA ELECTRIC CORPORATION AND ITS DESIGNATED SUBSIDIARIES (COLLECTIVELY, “YOKOGAWA”) FOR LICENSEE TO INSTALL OR USE YOKOGAWA GW Custom App Generator for Sushi Sensor SOFTWARE PRODUCT. BY INSTALLING THE ENCLOSED SOFTWARE PRODUCT LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. 
IF LICENSEE DOES NOT AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE SHALL NOT INSTALL, COPY OR USE THE SOFTWARE PRODUCT AND PROMPTLY RETURN IT TO THE RESPONSIBLE DEPARTMENT OF YOKOGAWA. 


1. Grant of License 
(1) Subject to the terms and conditions of this Agreement, Yokogawa hereby grants to Licensee a non-exclusive and non-transferable right to use the enclosed “GW Custom App Generator for Sushi Sensor” and associated materials and documentation in printed or electronic format (collectively “Licensed Software”) free of charge. 
(2) Licensee shall have the right to use the Licensed Software in the operating environment identified by Yokogawa, either (a) to the extent specified in the contract specification agreed upon by both parties, or (b) if not specified, on a single computer. 
(3) Licensee may use the Licensed Software solely for its setting up instruments having communication functions. Use of the Licensed Software for any purpose other than those as expressly specified in the documentation provided by Yokogawa shall be prohibited and any result or damage therefrom shall be at Licensee’s own risk and responsibility. 
(4) In no event shall Licensee make any use of the Licensed Software in any other manner than stipulated hereunder. 
(5) The Licensed Software contains open source software (“OSS”), for which the special terms and conditions set forth in Appendix 1 shall take precedence over this Agreement.

The specification and the purpose of the Licensed Software are described detail in chapter 5.5 “Message Transfer Settings” of TI 01W06A51-50EN.

2. Restriction 
Licensee shall not: (a) remove any product identification, proprietary notices, or other notices or restrictions from the Licensed Software; (b) copy, transfer, sell, assign, sublicense or otherwise convey the Licensed Software to another party without Yokogawa’s written consent; or (c) cause, permit or attempt the reverse engineering, disassembly, decompilation, translation or adaptation of the Licensed Software. Licensee shall not assign its rights or obligations under this Agreement without prior written consent of Yokogawa.

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 trade secret of Yokogawa and is protected by copyright and other intellectual property laws and treaties. Licensee acquires only the 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. Yokogawa 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 proprietary property and trade secret to any other individual or entity than the Licensee’s personnel who reasonably need to know and the Licensee shall impose strictly confidential obligations with respect to such proprietary property and trade secret on such Licensee’s personnel. 

4. Warranty / Liability 
(1) THE LICENSED SOFTWARE SHALL BE PROVIDED TO LICENSEE ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNLESS OTHERWISE EXPRESSLY PROVIDED BY YOKOGAWA, YOKOGAWA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION, NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL YOKOGAWA BE LIABLE TO LICENSEE FOR ANY DAMAGE OR LOSS, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE OF THE LICENSED SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WHETHER BASED IN WARRANTY (EXPRESS OR IMPLIED), CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE GROUNDS UNLESS OTHERWISE IT IS CAUSED BY YOKOGAWA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 
(2) THIS PARAGRAPH 4 STATES THE ENTIRE WARRANTY AND LIABILITY OF YOKOGAWA IN CONNECTION WITH THE LICENSED SOFTWARE. THIS PARAGRAPH 4 ALLOCATES RISKS UNDER THIS AGREEMENT BETWEEN LICENSEE AND YOKOGAWA AND COMPRISES FUNDAMENTAL ELEMENTS OF THIS LICENSE. 
(3) LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS YOKOGAWA 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 YOKOGAWA ARISING OUT OF ANY ACT OR USE OF LICENSED SOFTWARE BY LICENSEE. 

5. Term and Termination 
(1) This Agreement shall become effective upon the Licensee installs the Licensed Software and remain in full force until and terminate when (a) Yokogawa terminates this Agreement according to paragraph 5 (2) or (3); or (b) the Licensee actually ceases to use the Licensed Software, whichever comes earlier. 
(2) Yokogawa shall have the right to immediately terminate this Agreement without any notice to Licensee, if Licensee breaches any of the terms and conditions hereof. 
(3) Yokogawa shall have the right to terminate this Agreement with or without cause at any time by giving at least thirty (30) days' prior notice in writing or by electromagnetic means. 
(4) Upon termination of this Agreement, Licensee shall immediately, in accordance with instructions by Yokogawa, return all copies of the Licensed Software in its possession to Yokogawa or its designee and erase all copies of the Licensed Software installed in any computer hereunder. 
(5) The provisions of the paragraphs 3, 4, 5 and 6 shall survive any expiration or termination of this Agreement. 

6. General Provisions 
(1) This Agreement shall be governed by and construed in accordance with the laws of Japan. 
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 settled by arbitration in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding upon the parties hereto. 
(2) This Agreement shall supersede any prior representations, discussions, undertakings, communications or advertising with respect to the Licensed Software. 
(3) If any part of this Agreement is found void or unenforceable under any laws or regulations and Yokogawa deems it is not reasonable to license without such void or unenforceable part, Yokogawa is entitled to modify the terms of this Agreement or terminate this Agreement at its option without owing any liability to Licensee. 
(4) Licensee agrees to comply with the export control and related laws, regulations and orders of Japan, the United States of America, and any other applicable countries and, if Licensee exports or re-exports the Licensed Software, to obtain export/import permit and take all necessary procedures under Licensee’s own responsibility and at Licensee’s own expense. 

 
Appendix 1
GW Custom App Generator for Sushi Sensor
Terms and Conditions of Open Source Software

1.	Open Source Software License
The Licensed Software uses or contains software licensed or distributed under any of the following licenses (“Open Source Software”). Notwithstanding anything to the contrary stated in the GW Custom App Generator for Sushi Sensor Software License Agreement, installation or use of Open Source Software shall be subject to the following license terms and this Terms and Conditions of Open Source Software, which shall prevail over the GW Custom App Generator for Sushi Sensor Software License Agreement. Some of Open Source Software may, in its accompanying files, specify different version of the license terms and/or additional terms, which, if any, shall take precedence over the following license terms:

Open Source Software	Licenses
SharpZipLib	MIT License

The text of the above license terms is provided below and available in the above websites.

2.	Limited Warranty
Each Open Source Software shall be provided on an “AS IS” basis without warranty of any kind, and any express or implied warranties, including without limitation, any warranties of title, non-infringement, merchantability or fitness for a particular purpose are disclaimed. 

3.	Limitation of Liability
IN ADDITION TO AND WITHOUT LIMITING THE GENERALITY OF THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN OPEN SOURCE SOFTWARE LICENSES OR THE GW CUSTOM APP GENERATOR FOR SUSHI SENSOR SOFTWARE LICENSE AGREEMENT, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL YOKOGAWA, ITS AFFILIATES AND SUPPLIERS BE LIABLE, IN RELATION TO OPEN SOURCE SOFTWARE, FOR ANY CLAIM, LOSS OR DAMAGE BASED UPON OR RELATED TO, A THIRDPARTY CLAIM, ACTUAL OR ALLEGED INFRINGEMENT, MALFUNCTIONS OR LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, EVEN IF YOKOGAWA, ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.

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-SharpZipLib
(https://github.com/icsharpcode/SharpZipLib/blob/master/LICENSE.txt)

icsharpcode/SharpZipLib is licensed under the 

MIT License
A short and simple permissive license with conditions only requiring preservation of copyright and license notices. Licensed works, modifications, and larger works may be distributed under different terms and without source code.

Copyright © 2000-2018 SharpZipLib Contributors 

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: 

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software. 

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


