MITUTOYO SOFTWARE LICENSE AGREEMENT

Please be sure to read before use.
Your/Customer’s consent to the following Software License Agreement is a prerequisite for using the Software Products. Before using the Software Products, please be sure to read the contents of the following agreement.

By clicking on the "agree" button, downloading the Software Products, installing the Software Products, and/or using anything contained in the Software Products, you/Customer are deemed to have consented to be bound by (to comply with) the provisions of this Agreement.

If you/Customer do not agree to any part of this Agreement, please do not click on the "agree" key or download, install, or use the Software Products.

1. Right to use

MITUTOYO CORPORATION (hereinafter referred to as "Mitutoyo") grants to you/Customer (hereinafter referred to as "Customer") the non-exclusive right to use the Software Program and manuals provided with this Agreement (hereinafter referred to as the "Software Products"), subject to compliance with this Agreement.
This License is a license to use and does not assign any rights to the Software Products to Customer.
Customer shall not acquire any rights in or to the Software Products except as set forth in this Agreement.

2. Terms of Use

(1) Customer may use the Software Products licensed under this Agreement after downloading and installing them on only one terminal.
When using the Software Products on another terminal, Customer must obtain a right to use the Software Products separately.
(2) Customer shall not print, copy, reverse engineer, reverse compile, reverse assemble, modify the whole or any part of the Software Products except as set forth in the Manual.
(3) Customer may not assign, grant, or transfer to any third party this Agreement, rights of use under this Agreement, or any of the Software Products or other items to which this Agreement applies without the prior written consent of Mitutoyo.
(4) If Customer violates the terms and conditions of this Agreement, Mitutoyo may immediately cancel Customer's right of use.
(5) If Customer stop using the Software Products by him/herself or Mitutoyo cancels Customer’s right to use it, the Customer shall not use the Software Products at all and must remove all the components of the Software Products from the terminal.

3. Scope of Warranty

(1) If Mitutoyo finds any defect that has a fatal effect on the important functions of the Software Products, Mitutoyo will provide a revised version of the Software Products at Mitutoyo's discretion.
Provided, however, that Mitutoyo does not guarantee that the Software Products will be error-free or that Customer will be able to use the Software Products without any problems or failures, nor does it guarantee that the Software Products can be used with any hardware or software products provided by a third party.
The remedies and responsibilities of Mitutoyo, its suppliers and affiliates to customers are limited to the above responses at Mitutoyo's sole discretion.
(2) The warranty provided in the preceding paragraph shall not apply if the Software Products, or any component or element thereof, or any terminal upon which such Software Products is intended to operate
(a) has been altered or modified, (b) has not been installed, used, repaired, or maintained in accordance with the instructions provided by Mitutoyo, (c) has been subjected to abnormal physical or electrical stress, abuse, negligence, or accident; or (d) is used in ultra-hazardous activities.
(3) No warranty provided by Mitutoyo's supplier or any of its affiliates in connection with the equipment or hardware on which the Software Products are installed may extend or modify Mitutoyo's warranty or any of Customer’s rights to Mitutoyo as set forth in this Agreement, unless expressly specified to the contrary in this Agreement.
(4) Except as provided in this Warranty Clause, all express and implied conditions, representations and warranties (including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringing warranties or warranties arising out of the course of trade, use or trading practices) of any nature are hereby excluded To the maximum extent permitted by applicable laws and regulations.
Customer shall assume all responsibility for all results arising from Customer's selection of the Software Products to achieve the intended results.

4. Indemnification

(1) The Software Products shall be provided to Customer as is.
(2) Mitutoyo has no other warranty, express or implied, relating to the Software Products, including merchantability and fitness for any particular purpose, which is not provided in this Agreement.
In no event shall Mitutoyo be liable for any damages arising out of the use or disablement of the Software Products, including, but not limited to, loss of business profit, interruption of business, loss of business information, damages resulting from the acquisition of personal data or trade secrets, or other financial damages, regardless of the type of legal cause of the claim.
(3) Please avoid reusing passwords used in this software in third-party applications. Mitutoyo shall not be liable for any damage caused by the reuse of Customer’s password.
(4) If a new version of the Software becomes available, the Software may be automatically updated on Customer’s terminal. Mitutoyo shall not be liable for any damage caused by such automatic renewal.

5. How to contact

(1) Mitutoyo shall be entitled to amend this Agreement whenever it deems necessary. The provisions of amended Agreement shall take effect from the time when it is posted at an appropriate place on the website operated by Mitutoyo, and the customer shall be considered to have agreed to the amended Agreement by continuing to use the Software Products after the change of this Agreement. Please refer to the latest Agreement from time to time when using the Software Products.
(2) Other communications from Mitutoyo to Customer regarding the Software Products may be made by posting on the Mitutoyo’s website at any appropriate location or by any other means deemed appropriate by Mitutoyo.
(3) Any communication from Customer to Mitutoyo with respect to the Software Products shall be made by contacting a contact point located at a suitable location on the Mitutoyo website or by a method specified by Mitutoyo.

6. Other

(1) Customer may not export or re-export the Software Products and copies thereof in any manner or for any purpose in violation of the Export Control Regulations of Japan and other relevant countries.
(2) This Agreement shall be governed by the laws of Japan (except the General Law Concerning the Application of Laws and other laws and regulations relating to conflicts of laws). Any dispute arising out of or in connection with this Agreement shall be settled by the Tokyo District Court or the Tokyo Summary Court as the exclusive agreed jurisdictional court depending on the amount of the suit.

Enforced on July 1st, 2020