BY ACCESSING THIS SITE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS END USER AGREEMENT (“AGREEMENT”) AND AGREE TO BE BOUND BY THEM. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. ACCESSING THIS SITE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
Restrictions. Yaskawa may provide Developer with the ability to download certain software, information, content, or other materials (collectively, the “Materials”) through a protected site specific to the Program (the “Site”). Certain Materials provided to Developer by Yaskawa may be accompanied by a separate license agreement; Developer acknowledges and agrees that such license agreement shall govern Developer’s use of such Materials, in addition to this Agreement. Developer further agrees that in the event of any inconsistency between this Agreement and the corresponding provisions in the license agreement, the license agreement shall govern. For all Materials made available to Developer for download hereunder and subject to Developer compliance with the terms and conditions of this Agreement, Yaskawa hereby grants Developer a nonexclusive, nontransferable, right and license to use the Materials for Developer’s internal use in connection with creating a Product pursuant to the Program. Developer shall not (nor allow, authorize or assist others to): decompile, reverse engineer, disassemble, modify, sublicense, network, lease, sell, distribute, disclose, publicly display, publish, reproduce, create derivative works based on, assign or transfer the Materials to any other person or entity. Developer shall not remove any copyright, other intellectual property or proprietary notices from the Materials. The Site, including all its Materials, is protected by copyright, trademark and all other laws protecting such property including all rights and title. Yaskawa’s trademarks may be used publicly with permission only from Yaskawa, and nothing in this Agreement shall be construed as granting such permission. This Agreement does not grant Developer any right or license to incorporate or make use of any Yaskawa intellectual property in any product. Except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Yaskawa intellectual property. Yaskawa shall have the right at any time to change, restrict access, suspend or discontinue any aspect or feature of the Site and has no obligation to support or update the Materials, Site or any other aspect of the Program. Use of the Site or Materials to engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited.
Feedback. As a condition of participating in the Program, Developer agrees to provide Yaskawa with any Feedback including but not limited to comments, suggestions, test results, error data, bugs, reports of other information, whether verbal, written of in source code from however learned by whomever collected, relating to the Materials provided by Yaskawa to Developer hereunder (collectively defined as "Feedback").
Developer agrees not to provide Yaskawa with Feedback that (1) Breaches obligations of confidentiality, or (2) infringes on any third-party intellectual property rights or any applicable law. All Feedback is the exclusive property of Yaskawa and Confidential Information (defined below) of Yaskawa. The Developer hereby assigns all Feedback to Yaskawa at no cost. Yaskawa may freely use, reproduce, license, distribute and otherwise commercialize the Feedback without the payment of any fees or royalties, but is under no obligation to use or incorporate Feedback in any way.
Independent Development. Developer agrees that this Agreement is nonexclusive. Accordingly, nothing in this Agreement will be construed as a representation or inference that Yaskawa will not develop, design, manufacture, acquire, market products, or have products developed, designed, manufactured, acquired, or marketed for Yaskawa, that compete with the Developer products or confidential information.
Confidentiality. “Confidential Information” means all the information, know-how, programming techniques, and other ideas contained therein, and any other information disclosed by Yaskawa to Developer and designated by Yaskawa as confidential as well as any technical or proprietary information disclosed by Yaskawa to Developer hereunder, whether or not explicitly designated as confidential information, including, but not limited to, all Materials provided to Developer under the Program; and all Feedback. Developer acknowledges and agrees that the Confidential Information is proprietary and confidential to Yaskawa and includes valuable trade secrets of Yaskawa. Developer shall receive and maintain all Confidential Information in confidence and shall not disclose the same to any person or entity except as otherwise explicitly permitted by this Agreement. Developer shall maintain the confidentiality of and to safeguard all Confidential Information disclosed to it and prevent such Confidential Information from becoming known or disclosed to any unauthorized person or entity. “Confidential Information” does not include any materials or information to the extent that Developer can demonstrate that such materials or information: (1) is publicly available other than by a breach of this Agreement; (2) has been rightfully received by Developer from a third party without confidential limitations; or (3) has been independently developed for Developer by personnel or agents having no access to the Yaskawa Confidential Information. Developer shall disclose Confidential Information only to employees who: (a) have a need to know in connection with their participation in the Program; and (b) have agreed in writing to be bound to nondisclosure terms at least as comprehensive as those set forth herein.
Developer acknowledges that unauthorized disclosure or use of Yaskawa’s Confidential Information could cause Yaskawa irreparable harm and significant injury that may be difficult to ascertain; Developer thereby agrees that Yaskawa will have the right to seek injunctive relief to enforce Developer’s obligations under this Agreement in addition to any other rights and remedies it may have. All obligations of confidentiality shall survive the termination of this Agreement. Yaskawa may, at any time, request the return or certified destruction of any Confidential Information disclosed hereunder.
Residuals. The parties acknowledge and agree that Yaskawa shall be free to use the residuals resulting from access to or work with Developer's information for any purpose, provided that it shall not disclose Developer’s confidential information (which excludes, for clarity, residuals) except as permitted pursuant to the terms of this Agreement. The term “residuals” means information retained in the unaided memory of persons employed or retained by Yaskawa who have had access to or worked with the Developer information, including ideas, concepts, know‐how or techniques contained therein. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to grant a license under any of either party’s intellectual property.
Warranty Disclaimer and Limitation of Liability. YASKAWA IS providing the MATERIALS TO DEVELOPER "AS IS" without any warranty of any kind. YASKAWA AND ITS AFFILIATES HEREBY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL YASKAWA HAVE ANY LIABILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL OR ANY OTHER FORM OF DAMAGES INCLUDING LOST PROFITS SUFFERED OR INCURRED BY DEVELOPER AS A RESULT OF ITS USE OF THE MATERIALS OR ANY PORTION(S) THEREOF, REGARDLESS OF WHETHER SUCH USE COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YASKAWA HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING FROM OR RELATED TO THIS AGREEMENT OR DEVELOPERS USE OF THE MATERIALS OR ANY PORTION(S) THEREOF.
Termination: Either party may terminate this Agreement or suspend or terminate Developer’s participation in the Program at any time. Upon such termination or suspension, all of Developer’s rights and licenses under this Agreement shall cease (including Developer’s right to access the Program and Site), and Developer will immediately destroy the Materials or return all copies of the Materials to Yaskawa and certify to Yaskawa in writing that such actions have been completed. Those provisions in this Agreement, which by their nature need to survive the termination or expiration of this Agreement, shall survive termination or expiration of the Agreement, including but not limited to the sections entitled "Feedback", "Confidentiality", "Warranty Disclaimer and Limitation of Liabilities", and "Termination ".
Governing Law. This Agreement shall be governed by the internal laws of the State of Ohio, without regard to its conflicts of law provisions that would require or permit the application of the laws of another jurisdiction. Any conflicts arising under this Agreement shall be fully and finally decided by a state or federal court located in the State of Ohio, and for the purposes of the foregoing the parties shall submit to the exclusive jurisdiction of the federal or state courts located in Dayton, Ohio, and irrevocably waive any objection based on venue or inconvenient forum with respect to any action instituted therein. The parties further waive any right to trial by jury. To the fullest extent permitted by applicable law, the parties irrevocably consent to the service of process by registered mail, postage prepaid, addressed to the respective principal offices listed above or subsequently provided in writing to the other party. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. The parties shall comply in full with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to this Agreement is exported or re-exported directly or indirectly in violation of the laws or regulations of the United States. Developer shall register this Agreement at its own expense if, as and when required by local law and shall provide Yaskawa with copies and certified translations of any such registration materials.