U-WAVEPAK-BW License Agreement

Important

Please read this U-WAVEPAK-BW License Agreement (hereinafter “Agreement”) carefully before using U-WAVEPAK-BW (”Software”).

This Agreement constitutes an agreement between a user of the Software (“User”) and Mitutoyo Corporation (“Mitutoyo”).

The User is deemed to have agreed to be bound by and will comply with the provisions of this Agreement if the User clicks the “Agree” button, downloads the Software, installs the Software or uses any part of the Software.

If the User does not agree with any part of this Agreement, the User should not click the “Agree” button, download the Software, install the Software or use any part of the Software.

Under the condition that the User agrees with the entirety of this Agreement, the User may use the Software in accordance with the provisions below:

1. License

Under the conditions provided in this Agreement, Mitutoyo grants the User a non-transferable and non-exclusive license limited to the installation and use of a copy (in an object code format only) of the Software in a computer system. The User shall agree that Mitutoyo reserves the only and exclusive rights, ownership and interest to and in the Software. The User shall also agree that the User does not possess any rights, ownership or interest to and in the Software except for the right to use it granted by the provisions of this Agreement. Mitutoyo shall reserve any other rights not explicitly granted to the User by Mitutoyo in this Agreement.

2. Restrictions

Except for the cases explicitly permitted in this Agreement, the User may not print or duplicate any or all parts of the Software, alter the Software, reverse compile, reverse assemble or otherwise reverse engineer any or all parts of the Software.

In addition, the User may not lend, lease, sublicense, distribute or sell the Software or produce any derivative works from the Software.

3. Copyright

The copyright to the Software exclusively belongs to Mitutoyo or its licensor. The User may not remove, alter or otherwise modify any of the copyright, trademark or other intellectual property right notices from any part of the Software.

4. Warranty

The Software shall be provided “as is.” In case Mitutoyo finds anything in the Software that Mitutoyo believes to critically affect any of its material functions, however, Mitutoyo may at its sole discretion provide a revised version of the Software through its homepage.

The entire remedy for the User as well as the responsibility of Mitutoyo, its supplier and affiliates under this Warranty shall be limited to the preceding paragraph in this section.

Under no circumstances shall Mitutoyo guarantee that this Software is error free or that the User may be able to use the Software without any difficulties or hindrances, or that this Software may be used in connection with any third party hardware or software products.

This warranty shall not be applied if the Software or its components, elements or any apparatus that is designed to be used with the Software are (a) altered or modified, (b) not installed, used, repaired or maintained according to the instructions provided from Mitutoyo, (c) exposed to abnormal physical or electrical stress, misuse, negligence or accident or (d) used in an excessively dangerous activity.

Any warranty provided to the apparatus or hardware that this Software is installed in shall not expand or otherwise modify this warranty or any right of the User unless explicitly stated to the contrary in this Agreement.

Except for the warranty provided in this section, any explicit or implicit conditions, representation or warranty of any nature (including but not limited to the warranty of merchantability, warranty of fitness for a particular purpose, warranty of non-infringement or warranty that may arise through the transaction, use or trade practices) shall be excluded to the extent permitted under the applicable laws.

The User shall be responsible for any and all results arising from choosing the Software in order to achieve the intended purpose(s) of the User.

5. Disclaimer

Under no circumstances are Mitutoyo, its affiliates and their suppliers responsible for any special, direct, indirect, consequential, incidental, or punitive damages arising from the use or inability to use the Software regardless of its cause or the responsibility theory even if Mitutoyo, its affiliates or their suppliers have been notified of the possibility of such damages.

Exclusion or limitation of consequential or incidental damages may not be permitted in certain countries, states or jurisdictions. The responsibility of Mitutoyo in such countries, states or jurisdictions shall be excluded or limited to the maximum extent permitted under the applicable laws.

6. Termination of the Agreement

The User’s right to use the Software under this Agreement shall remain effective until terminated. The User may terminate this Agreement by destroying all of the User’s copies of the Software.

This Agreement shall be terminated immediately upon notice from Mitutoyo if the User breaches any of the provisions of this Agreement. Upon termination of the Agreement, the User shall destroy all of the User’s copies of the Software (including all of their media and documents).

7. Export control

This Software shall be treated under the export control laws of Japan and applicable export/import control laws of other countries. The User shall strictly observe all applicable rules and shall recognize their responsibility to obtain any licenses required to export, re-export or import the Software.

8. Others

This Agreement shall be governed by the laws of Japan except for the Act on General Rules for Application of Laws and other laws regarding the conflict of law rules.

The User shall agree to the exclusive jurisdiction of Tokyo District Court for any conflicts, disagreements or claims arising from or related to this Agreement or rights or obligations of the parties thereunder. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to this Agreement. In case any part of this Agreement is found invalid or unenforceable, the remaining provisions of this Agreement shall remain fully valid and enforceable.

This Agreement shall constitute the entire agreement between the User and Mitutoyo for this subject matter.

The User shall compensate, protect and indemnify Mitutoyo for any claims or responsibility of any nature arising from the User’s breach of this Agreement.