LA.Compass.01 1
February 27, 2020
Yaskawa America, Inc.
Yaskawa America, Inc.
Yaskawa Compass TM Software License Agreement
STOP! USE OR INSTALLATION OF THIS SOFTWARE INDICATES THAT YOU ARE AUTHORIZED TO BIND THE
USER IN CONTRACT AND THAT THE USER ACCEPTS THE FOLLOWING TERMS. IF THE AUTHORIZED
REPRESENTATIVE OF THE USER REJECTS THESE TERMS, THE SOFTWARE (AND, IF THE SOFTWARE IS
ALREADY LOADED) MUST BE RETURNED TO YASKAWA AMERICA, INC., OR TO THE AUTHORIZED
DISTRIBUTOR TO THE EXTENT IT WAS ORDERED FROM AN AUTHORIZED DISTRIBUTOR, IMMEDIATELY
FOR A FULL REFUND.
THIS YASKAWA AMERICA, INC. LICENSE AGREEMENT ('LICENSE AGREEMENT") IS A LEGAL AGREEMENT
BETWEEN YOU "THE USER" AND YASKAWA AMERICA, INC., ("YAI") FOR YASKAWA COMPASS TM. BY
USING YASKAWA COMPASS TM, USER AGREES UNCONDITIONALLY TO BE BOUND BY THE TERMS OF THIS
LICENSE AGREEMENT, EVEN IF THIS LICENSE AGREEMENT IS DEEMED A MODIFICATION OF ANY
PREVIOUS ARRANGEMENT OR CONTRACT. IF THE USER DOES NOT AGREE TO THE TERMS OF THIS
LICENSE AGREEMENT, USER MUST NOT USE YASKAWA COMPASS TM. INSTEAD, THE USER MAY RETURN
YASKAWA COMPASS TM TO THE PLACE USER OBTAINED IT FOR A FULL REFUND (IF APPLICABLE).
Name of the software.
Yaskawa Compass TM.
Software Product License.
Yaskawa Compass TM is protected by copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. Yaskawa Compass TM is licensed, not sold.
For purposes of this License Agreement, "Software Product" refers to the computer software and
associated media, printed materials, and "online" or electronic documentation, including, without
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Yaskawa America, Inc.
limitation, any and all executable files, add-ons, stencils, templates, symbols, filters, tutorials, help files
and other files, that accompany the YAI product identified above or in the accompanying
documentation; "Use" means storing, loading (whether into temporary memory (i.e., RAM) or into
permanent memory (e.g., hard disk, CD-ROM or other storage device)), installing, executing or
displaying Yaskawa Compass TM; and "the user" means any company, entity or individual whose funds
are used to pay the license fee or who has otherwise acquired or uses Yaskawa Compass TM.
Grant of License.
Software Product. Subject to the terms and conditions of this License Agreement:
YAI grants the user the non-exclusive, non-sub licensable, limited license to use one copy of Yaskawa
Compass TM on a single computer.
A license for Yaskawa Compass TM may not be shared, rented, leased, or used concurrently on different
computers. The user may make one copy of Yaskawa Compass TM solely for backup or archival purposes
(with the inclusion of all copyright and other proprietary notices), only as long as the user otherwise
complies with the terms and conditions of this License Agreement.
The primary user shall inform all other users of Yaskawa Compass TM of the terms and conditions of this
License Agreement.
Ownership.
Title, ownership rights and intellectual property rights in and to Yaskawa Compass TM shall remain in YAI
and its suppliers and are protected by United States and international copyright laws and copyright
treaties, as well as other intellectual property laws and treaties. Yaskawa Compass TM is licensed, not
sold. There is no transfer to the user of any title to or ownership of Yaskawa Compass TM and the license
granted under this License Agreement should not be construed as a sale of or grant any right in Yaskawa
Compass TM, except as expressly provided and as limited herein, the user must treat Yaskawa Compass
TM
like any other copyrighted materials (e.g., a book or musical recording) except that the user may
make one copy of Yaskawa Compass TM solely for backup or archival purposes (with the inclusion of all
copyright and other proprietary notices), only as long as the user otherwise complies with the terms and
conditions of this License agreement. The user may not make additional copies of Yaskawa Compass TM.
The user may not copy the printed materials accompanying Yaskawa Compass
TM.
All rights not
specifically granted under this License Agreement are reserved by YAI.
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Yaskawa America, Inc.
Description of Other Rights and Limitations.
Limitations on Reverse-Engineering, Decompilation and Disassembly; other Restrictions. The user
acknowledges that Yaskawa Compass TM in its entirety and its component parts, including, but not
limited to its source code(s), remains a confidential trade secret of YAI and therefore the user agrees not
to reverse-engineer, decompile or disassemble Yaskawa Compass TM, or make any attempt to discover
the source code(s) to Yaskawa Compass TM. Except as expressly permitted in this License Agreement,
Yaskawa Compass TM may not be used, copied, translated, redistributed, retransmitted, published, sold,
rented, leased, marketed, sublicensed, pledged, assigned, disposed of, encumbered, transferred,
altered, modified or enhanced, whether in whole or in part, nor may the user create derivative works
from or based on Yaskawa Compass TM. The user may not remove any proprietary notices, marks or
labels from any aspect, part or display of Yaskawa Compass TM.
Separation of Components.
Yaskawa Compass TM is licensed as a single product and its component parts may not be separated or
used on more than one computer.
Assignment.
The user shall not sublicense, transfer or assign any of its rights or obligations hereunder or permit the
same to be assigned by operation of law, except with YAI's prior written consent. An assignment shall
be deemed to include, without limitation, a merger of the user with another party, whether or not the
user is the surviving entity, or the acquisition of more than 25% of the user's voting stock or assets. This
Agreement shall be binding upon and inure to the benefit of each party's permitted successors and
assigns.
Transfer of Software Product.
Subject to all other provisions of this Agreement, the user may transfer the entirety of the user's license
under this License Agreement to another computer within the same organization that purchased the
original copy of Yaskawa Compass
TM
on a permanent basis only, provided: (i) The user retain no copies,
and ceases use of the Licensed Product; (ii) the user transfer the License Agreement, the corresponding
serial number (if applicable) and all Yaskawa Compass TM (including without limitation all component
parts, media and printed materials, and any upgrades); and (iii) the recipient acknowledges and agrees
to all the terms and conditions of this License Agreement. If Yaskawa Compass TM is an upgrade product,
any transfer must include the latest release, all prior versions and any prior products used to obtain
Yaskawa Compass TM.
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Yaskawa America, Inc.
Termination.
This License Agreement shall remain in effect until terminated. The user may terminate it at any time by
destroying Yaskawa Compass TM and all copies the user has made. Unauthorized copying or duplication
of Yaskawa Compass TM will result in automatic termination of this License Agreement. Without
prejudice to any other rights, YAI may terminate this License Agreement if the user fails to comply with
any term or condition of this License Agreement. Upon termination of this License Agreement, the user
agrees to destroy Yaskawa Compass TM and all copies the user has made.
Notwithstanding any other terms and conditions of this License Agreement, the user may not, for value
or other consideration, distribute, resell, dispose of, or transfer Yaskawa Compass TM, unless expressly
permitted by YAI in writing and then only subject to the terms and limitations set forth in such writing.
Support Services.
YAI may, at YAI's sole discretion and subject to YAI's terms, provide the user with customer and technical
support services related to Yaskawa Compass TM ("Support Services"). Use of Support Services will be
governed by YAI's policies and programs described in the user manual, in "online" or electronic
documentation, and/or in other YAI materials. Any supplemental software code provided to the user as
part of the Support Services shall be considered part of Yaskawa Compass
TM
and subject to the terms
and conditions of this License Agreement. With respect to any technical information the user provides
to YAI as part of the Support Services, YAI may, without cost or obligation to the user, use such
information for YAI's business purposes, including product support and development.
Upgrades.
If Yaskawa Compass TM is identified as an "upgrade", the user must be properly licensed to use the
product, whether from YAI or another supplier that is specified by YAI as being eligible for the upgrade
in order to use Yaskawa Compass TM. A Software Product identified as an upgrade replaces or
supplements the product that formed the basis for the user's eligibility for the upgrade. Free upgrades
are only provided within minor version changes. Upgrading from 11.x.xxxx.x to 12.x.xxxx.x for example
requires purchase of a new copy of the Software Product. Notwithstanding any other terms and
conditions of this License Agreement, the user may transfer Yaskawa Compass TM only in conjunction
with the product that formed the basis for the user's eligibility for the upgrade, unless the user destroys
such product. If Yaskawa Compass TM is an upgrade from a component of a package of software
programs which the user licensed as a single product, Yaskawa Compass TM may be used or transferred
only as part of that single product package and may not be separated for use on more than one
computer.
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Yaskawa America, Inc.
Multiple Media Software.
The user may receive Yaskawa Compass
TM
in one of several media formats (CD-ROM, USB, or website
download for example). Regardless of the type or size of medium user receives, the user may only use
the one medium that is appropriate for the user's computer. The user may not use another medium for
another computer, and may not distribute, transmit, loan, sell, lease or otherwise transfer the other
medium to another user, except as part of a permanent transfer to Yaskawa Compass TM pursuant to the
terms and conditions of this License Agreement.
Audit Rights.
The user shall institute reasonable measures to ensure compliance with the terms and conditions of this
License Agreement. Upon YAI's reasonable request, the user agrees to provide documentation relating
to the user's use of Yaskawa Compass TM as necessary to demonstrate the user's compliance with the
terms and conditions of this License Agreement. The user further agrees that YAI has the right, upon
reasonable notification, to audit the user's records and facilities to verify the user's compliance with the
terms and conditions of this License Agreement.
U.S. Government Restricted Rights.
Yaskawa Compass TM and documentation are provided with RESTRICTED RIGHTS. Use, duplication or
disclosure by the Government is subject to the restrictions as set forth in any applicable statute,
regulation or administrative guideline or standard, including but not limited to, subparagraph (c) (1) (ii)
of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs
(c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19. The
contractor/manufacturer is Yaskawa America, Inc. 2121 Norman Drive South, Waukegan, IL 60085, USA.
Export Restrictions.
The user shall not, nor permit any other person or entity to, export or re export Yaskawa Compass TM or
any underlying information or technology, except in full compliance with all applicable laws and
regulations of the United States and other applicable jurisdictions. In particular, but without limitation,
neither the entirety nor any portion of Yaskawa Compass TM or underlying information or technology
may be exported or re-exported (a) into (or to a national resident of) Cuba, Haiti, Iran, Iraq, Libya,
Serbia, Montenegro, North Korea, Sudan or Syria or (b) to anyone on the U.S. Dept. of Treasury's list of
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Yaskawa America, Inc.
Specially Designated Nationals or the U.S. Dept. of Commerce's Table of Deny Orders, as such countries,
lists and Orders may be amended or modified from time to time. By using Yaskawa Compass TM, the
user specifically agrees, to the foregoing and the user is representing and warranting that the user is not
located in, under the control of, or a national or resident of any such country or on any such list.
Entire Agreement.
This License Agreement constitutes the entire agreement between YAI (and any parent, affiliate or
supplier of YAI) and the user with regard to Yaskawa Compass TM and subject matters herein and
supersedes any and all prior agreements, understandings and representations, whether written or oral,
concerning this License Agreement, Yaskawa Compass TM or such subject matters. This License
Agreement shall not be modified except by a written agreement executed by a duly authorized
representative of Yaskawa America, Inc. and the user.
Nothing in this License Agreement is intended to exclude, modify or restrict the operation of any
applicable statute or other law, the provision of which cannot lawfully be excluded, modified or
restricted. If any court of competent jurisdiction determines that a provision of this License Agreement
is illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed modified to
the minimum extent necessary to make it comply with the applicable statute or law of such jurisdiction,
but the remaining provisions of this License Agreement shall continue in full force and effect. Any such
modification shall not affect any other provisions of this License Agreement in any other jurisdiction.
If the user acquires Yaskawa Compass TM in Canada, the user agrees to the following: Yaskawa America,
Inc. and the user hereby agree that this License Agreement has been written and shall be interpreted
solely in the English Language.
Governing Law.
THIS LICENSE AGREEMENT IS GOVERNED BY THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF
ILLINOIS, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES AND WITHOUT REFERENCE TO
THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS THE APPLICATION OF
WHICH CONVENTION USER HEREBY DISCLAIMS.
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Yaskawa America, Inc.
Software Product Limited Warranty.
YASKAWA AMERICA, INC. PROVIDES THE FOLLOWING WARRANTIES AND REMEDIES WHICH SHALL BE
SUBJECT TO THE LIMITATIONS SET FORTH BELOW:
Limited Warranty. YASKAWA AMERICA, INC. WARRANTS TO THE ORIGINAL USER ONLY THAT (a) FOR A
PERIOD OF SIXTY (60) DAYS FROM THE DATE OF ORIGINAL PURCHASE ("WARRANTY PERIOD") AS
EVIDENCED BY USER'S RECEIPT OR OTHER PROOF OF PURCHASE (i) YASKAWA COMPASS TM, UNLESS
MODIFIED OR OTHERWISE ALTERED, WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE
ACCOMPANYING WRITTEN MATERIALS, AND (ii) THE MEDIA ON WHICH YASKAWA COMPASS TM IS
FURNISHED WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE;
AND (b) ANY SUPPORT SERVICES PROVIDED BY YAI SHALL BE SUBSTANTIALLY AS DESCRIBED IN
APPLICABLE WRITTEN MATERIALS PROVIDED TO USER BY YAI. YAI DOES NOT WARRANT THAT YASKAWA
COMPASS TM WILL MEET THE USER'S REQUIREMENTS OR THAT USE OF YASKAWA COMPASS TM WILL BE
UNINTERRUPTED OR ERROR-FREE. USER (WHETHER THE ORIGINAL OR ANY SUBSEQUENT USER) AGREES
THAT YAI (ITS PARENT, AFFILIATES AND THEIR RESPECTIVE SUPPLIERS) SHALL NOT BE RESPONSIBLE FOR
ANY PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF COMPUTER HARDWARE
OR COMPUTER OPERATING SYSTEMS WHICH ARE MADE AFTER THE RELEASE OF YASKAWA COMPASS TM,
NOR FOR PROBLEMS IN THE INTERACTION OF YASKAWA COMPASS TM WITH NON-YASKAWA AMERICA,
INC. SOFTWARE PRODUCTS. THIS LIMITED WARRANTY GIVES THE USER SPECIFIC AND LIMITED LEGAL
RIGHTS. THE USER MAY HAVE OTHER RIGHTS AND/OR LIMITATIONS, WHICH MAY VARY BY
JURISDICTION.
EXCLUSIVE REMEDIES. USER AGREES THAT THE ENTIRE LIABILITY OF YAI (ITS PARENT, AFFILIATES AND
THEIR RESPECTIVE SUPPLIERS), AND THE USER'S EXCLUSIVE REMEDY, UNDER THIS LIMITED WARRANTY
OR OTHERWISE SHALL BE, AT YAI'S OPTION, EITHER (A) REPLACEMENT OF THE DEFECTIVE MEDIA, (B)
REPAIR OR REPLACEMENT OF YASKAWA COMPASS TM THAT DOES NOT MEET YAI'S LIMITED WARRANTY,
OR (C) RETURN OF THE PRICE PAID, IF ANY, AND TERMINATION OF THE LICENSE AGREEMENT. THIS
REMEDY IS SUBJECT TO RETURN OF YASKAWA COMPASS TM TO YASKAWA AMERICA, INC. WITH A COPY
OF THE USER'S PROOF OF PURCHASE WITHIN THE WARRANTY PERIOD OR, SOLELY FOR SOFTWARE
PRODUCT THAT WAS OBTAINED ELECTRONICALLY VIA "ELECTRONIC SOFTWARE DISTRIBUTION", TO
DELIVERY TO YASKAWA AMERICA, INC. OF A YASKAWA AMERICA, INC. APPROVED "CERTIFICATION OF
DESTRUCTION" TOGETHER WITH PROOF OF PURCHASE WITHIN THE WARRANTY PERIOD. THIS LIMITED
WARRANTY IS VOID IF FAILURE OF YASKAWA COMPASS TM HAS RESULTED FROM ACCIDENT, ABUSE OR
MISAPPLICATION. ANY REPLACEMENT SOFTWARE PRODUCT WILL BE WARRANTED FOR THE
REMAINDER OF THE ORIGINAL WARRANTY PERIOD OR THIRTY (30) DAYS, WHICHEVER IS LONGER.
NEITHER THESE REMEDIES NOR ANY SUPPORT SERVICES ARE AVAILABLE WITHOUT PROOF OF
PURCHASE FROM AN AUTHORIZED SOURCE.
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Yaskawa America, Inc.
NO OTHER WARRANTIES. THE ABOVE WARRANTIES ARE EXCLUSIVE AND LIMITED TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW AND YASKAWA AMERICA, INC (AND ITS PARENT, AFFILIATES
AND THEIR RESPECTIVE SUPPLIERS) DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER
EXPRESS STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND
THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING, CONCERNING YASKAWA COMPASS
TM
, AND/OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY YAI ITS PARENT, AFFILIATES OR SUPPLIERS, OR THEIR RESPECTIVE
AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES SHALL INCREASE THE SCOPE OF THE ABOVE
WARRANTIES OR REMEDIES OR CREATE ANY OTHER WARRANTIES OR REMEDIES.
NO LIABILITY FOR DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
YAI, OR ITS PARENT, AFFILIATES, OR SUPPLIERS (OR THEIR RESPECTIVE AGENTS DISTRIBUTORS OR
EMPLOYEES) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC, PUNITIVE OR SIMILAR DAMAGES, OR
DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER
FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION OR ANY AND ALL OTHER COMMERCIAL
OR PECUNIARY DAMAGES OR LOSSES) ARISING OUT OF THE USE OF OR INABILITY TO USE YASKAWA
COMPASS
TM
OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, HOWEVER CAUSED,
AND BASED UPON ANY LEGAL THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT OR OTHERWISE),
EVEN IF YAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY
OTHER PARTY. USER HEREBY DISCLAIMS ANY SUCH DAMAGES AND SHALL NOT ASSERT ANY CLAIM OR
DEMAND FOR SUCH DAMAGES, AND USER'S ACKNOWLEDGES THAT THE LICENSE FEE REFLECTS THIS
ALLOCATION OF RISK. IN NO EVENT SHALL THE ENTIRE LIABILITY OF YAI, ITS PARENT, AFFILIATE OR
SUPPLIERS, WITH RESPECT TO YASKAWA COMPASS TM, SUPPORT SERVICES OR THIS AGREEMENT EXCEED
TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY THE USER TO LICENSE YASKAWA COMPASS TM
AND FIVE UNITED STATES DOLLARS (U.S. $5.00), OR, IN THE CASE OF SUPPORT SERVICES TO YAI'S
PROVIDING SUCH SUPPORT SERVICES AGAIN OR REFUNDING THE COST THEREOF, AT YAI'S OPTION.
DISPUTE RESOLUTION.
The user hereby agrees that, in the event user claims or asserts a claim against YAI, YAI's parent,
affiliates or suppliers with respect to Yaskawa Compass TM, Support Services, this License Agreement, or
the relationship of the parties, the user shall file and pursue such claims exclusively in the state or
federal courts located in Cook or Lake County, Illinois. To the extent that the user asserts, files or
pursues any such claim in any other court, the user hereby agrees, upon the request of YAI, to either
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Yaskawa America, Inc.
dismiss such action or to consent to the transfer of such action to a state or federal court located in
Cook or Lake County, Illinois and to reimburse YAI for all of YAI's expenses and costs in connection with
any such dismissal or transfer. The user further consents to the personal jurisdiction of the state and
federal courts located in Cook or Lake County, Illinois. To the fullest extent possible, the user agrees to
waive any trial by jury.
SURVIVAL OF PROVISIONS.
The user hereby agrees that each of the user's obligations under this License Agreement shall survive
any termination or expiration of this License Agreement.
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