Murata Manufacturing Company, Ltd. ("Murata") grants you a limited, nonexclusive license to use the downloaded excel sheet, documents and materials (collectively the "Tool") for the purpose of exploring the possibility of using Murata’s AMR sensors subject to the terms and conditions set forth in this License Agreement. Use of the Tool is subject to certain system requirements.
2. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the ownership and all intellectual property rights (including but not limited to copyright, patent, trade name, know-how and trade secret) of the Tool are held by Murata or Murata’s licensor.
You shall not disclose the Tool and its content to any third party without the prior written consent of Murata.
4. PROHIBITED MATTERS
||You are not permitted to use the Tool in any manner not expressly authorized by this License Agreement.
||You, without a prior written consent of Murata, shall not:
- copy, reproduce, modify or improve any part of the Tool;
- reverse engineer, decompile or disassemble any part of the Tool;
- distribute, publish, assign, transfer or lend any part of the Tool to any third party;
- collateralize any part of the Tool to any third party; and
- sublicense the rights granted under this License Agreement to any third party or otherwise provide third parties access to any portion of the Tool.
||Notwithstanding the foregoing, you may disclose or make available the Tool and its content to officers and employees belonging to the same company, organization, or other institution, on condition that such officers and employees comply with obligations set forth herein.
5. LIMITED WARRANTY
THE TOOL IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL MURATA BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE TOOL EVEN IF MURATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
In the event that you breach any term or condition of this License Agreement, You shall indemnify Murata from any and all losses, damages, costs and expenses incurred by Murata arising out of the use of the Tool the such breach.
Murata and Murata’s licensor shall not be obligated to provide support, response to inquiries, installation, training or other services for the Tool, or to provide upgrades, updates, error fixes, improvements, or extensions to the Tool.
The Tool is subject to change from time to time or it may be discontinued without notice. Please check the latest version.
10. EXPORT RESTRICTIONS
You agree that you will not export or re-export the Tool in violation of any applicable laws or regulations of the United States or the country in which you obtained them.
11. TERM AND TERMINATION
This License Agreement is effective until terminated. It shall terminate immediately without any notice if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Tool and provide the certificate of such destruction to Murata.
Article 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13 and this Article shall survive termination of this License Agreement.
13. GOVERNING LAW
This License Agreement shall be governed by the laws of Japan.
In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.