Yokogawa

YOKOGAWA ELECTRIC CORPORATION (hereinafter referred to as "YOKOGAWA") IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE FOLLOWING SITE TERMS OF USE AND IP POLICY CAREFULLY. BY CLICKING ON "AGREE TO OUR SITE TERMS OF USE", YOU WILL INDICATE YOUR INTENT TO AGREE WITH THEM AND TO BE BOUND BY THEM.

COOKIES: Our website uses cookies and web beacons to collect data for providing services that are tailored to the requirements of individual customers, for better delivering information and advertising effectively based on an understanding of which our services are of interest to visitors to our website and for improvement of our website. For detailed information on the cookies and web beacons we use and the purpose for which we use them see "Cookies and Web beacons". If you do not accept the use of cookies and web beacons, you may not be able to log in this site and we may not provide all or a part of the Services.

SITE TERMS OF USE

Last Modified: August 29, 2018

The legal Agreement between you (hereinafter referred to as "Member") and Yokogawa consists of this Site Terms of Use, Privacy Policy and IP Policy which are incorporated herein and accessible on this Customer Portal.

Article1. Definition

As used herein, the following capitalized terms shall have the meanings set forth below.

1. "Services" shall mean the services set forth in Article 2.1, that may be provided by Yokogawa to Member through Customer Portal.

2. "Member" shall mean a person, which has agreed to be bound by this Site Terms of Use, performed the enrollment procedure in accordance with Article 3, and received an approval for the use of Service from Yokogawa.

3. "ID" shall mean basically an e-mail address enrolled by Member in accordance with Article 3, subject to Yokogawa's prior approval for the use of Services by Member.

4. "Member Information" shall mean any information (including personal data) provided by Member to Yokogawa in accordance with Article 3 or collected by Yokogawa through this Site or the Services, ID and password issued by Yokogawa in accordance with Article 4, and any data or information collected by use of cookies and web beacons on this Site.

5. "Database" shall mean a database for Member Information retained by Yokogawa.

6. "Yokogawa Information" shall mean any information, data, know-how, specifications and any other information, including, but not limited to Yokogawa's products information, its technical information and service information, provided by Yokogawa to Member or received by Member through the Services or on Customer Portal. Yokogawa may provide Yokogawa Information orally or visually, by document, by any other ways, or if Member separately expressly agreed, through e-mail newsletters, e-mail magazines, e-mail news alerts.

7. "Intellectual Property Rights" shall mean technology, templates, designs, photos, images, Sites, methodologies, processes, names, strategies, marks, logos, content, documentation, training manuals, and other materials, as well as any and all patent, trade secret, trademark, copyright and other intellectual property and proprietary rights therein and thereto.

8. "Site" shall mean, this Customer Portal, where Yokogawa provides Members the Services.

Article2. Use of Services

2.1 Scope of Service.

(1) Delivery of e-mail newsletters, e-mail magazine and news alerts (including, for marketing purpose) if Member separately expressly agreed;

(2) Providing information, documents regarding Yokogawa's products and services with web search functions;

(3) Support of Member's inquiry;

(4) Providing cloud services and related products subject to payment and separate agreement (hereinafter referred to as "Subscription Services").

2.2 To use Services, Member agrees to be bound by this Site Terms of Use and complete the registration procedure in accordance with Article 3.

2.3 To use Services, Member agrees to comply with the terms of this Site Terms of Use, and in the event of any system troubles, Member shall comply with Yokogawa's instruction.

2.4 Member agrees that Yokogawa may subcontract a part of Services to third party in its sole discretion.

Article3. Registration Procedure

3.1 Applicant shall provide certain current, complete and accurate personal data by filling in the information on the application form ("Registered Information"), provided, however, that Yokogawa does not target this Site to minors and memberships are not available to any minor. When the registration has been approved by Yokogawa and the approval notice has been received by the applicant, the applicant shall qualify as Member.

3.2 If any Registered Information provided by applicant is misleading, untrue, inaccurate, not current or incomplete, or there is a possibility of breach of this Site Terms of Use by the applicant, Yokogawa retains the right, in its sole discretion, not to approve the registration.

3.3 If there is any change of Registered Information, Member shall promptly update such Registered Information as required to keep such information current, complete and accurate on this Site's home page in accordance with the procedure instructed by Yokogawa. Yokogawa shall not be responsible for any damage and loss incurred by Member, arising out of or in connection with such Member's non-performance of the procedure.

3.4 Yokogawa retains the right, in its sole discretion, to rescind the registration approval or delete the Registered Information without prior notice upon the occurrence of any of the following without any liability for Member's damage:

(1) Any material breach of this Site Terms of Use by Member, including without limitation, any failure to provide current, complete and accurate Registered Information.

(2) Member has been unregistered because of its breach of this Site Terms of Use.

(3) Member registers redundantly.

(4) Member commits any of the prohibited actions stipulated in Article 8.

(5) Member has not logged in to this Site for more than one (1) year.

(6) Member's registered e-mail address does not receive e-mail messages from Yokogawa for more than one (1) month for any reason not attributable to Yokogawa.

(7) Yokogawa finds unapproved e-mail address in the Registered Information

Article4. ID and Password

4.1 Yokogawa will issue the ID and password to Member for the use of Services.

4.2 Member shall keep the ID and password as confidential and be solely responsible for the management and the use of the ID and password, and shall not disclose, share, lease, transfer, assign, sell, license, sublicense or distribute the ID and password to any third party.

4.3 Member shall indemnify and hold Yokogawa harmless from and against any claim, damage, loss, liability or expense arising out of, relating to or in connection with the incorrect or unauthorized use of its ID and password by Member or the use of the same by any third party.

4.4 Yokogawa has the right to disable any ID and password, whether chosen by Member or allocated by Yokogawa, at any time, if in Yokogawa's reasonable opinion Member has failed to comply with any of the terms of this Site Terms of Use.

4.5 If ID or password is lost or stolen, Member shall promptly notify Yokogawa of such troubles in accordance with Article 17.

Article5. E-mail

Member shall use the registered e-mail address in accordance with Article 3 when receiving or sending e-mails from/to Yokogawa.

Article6. Use of Member's Information

6.1 Member agrees that Yokogawa may use and treat Member's Information in accordance with "Privacy Notice for Customer Portal" and Privacy Policy. However, Member should not send any confidential or proprietary information to Yokogawa through Customer Portal unless specifically requested by Yokogawa. Please note that any unsolicited information or material sent to Yokogawa will be deemed not to be confidential or proprietary.

6.2 Member agrees that Yokogawa may use the Member's Information for the purpose of providing the Services.

6.3 Member agrees that Yokogawa may disclose, provide, and share the Member's Information to/with Yokogawa's affiliates and business partners to the extent of necessary for provision of the Service.

6.4 Solely to enable Yokogawa to use Member's Information internally, so that Yokogawa is not violating any rights that Member might have in the information, by providing Member's Information, Member automatically grants to Yokogawa a royalty-free, perpetual, irrevocable, unrestricted, and non-exclusive right and license to use, reproduce, display, perform, modify, adapt, publish, translate, transmit and distribute, or otherwise make available to other such information and material (in whole or in part and for provision of the Service) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter devised, including but not limited to the right and license to (i) convert such Member's Information into digital format such that it can be read, utilized and displayed by Yokogawa's computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the Member's Information with other content provided by Yokogawa in each case by any method or means or in any medium whether now known or hereafter devised. Member also agrees that Yokogawa is free to use any ideas, concepts, know-how, or techniques that Member sends Yokogawa for any purpose.

6.5 Yokogawa may disclose Member's Information (including Member's personal information) if required or authorized to do so by law or in the good-faith belief that such action is necessary to comply with legal requirements or with legal process served on Yokogawa, to protect and defend Yokogawa's rights or property or, in urgent circumstances, to protect the personal safety of any individual.

Article7. Yokogawa's Intellectual Property Right

7.1 This Site and its entire contents, features and functionality (including but not limited to all information, software, text, display, images, video and audio and the design selection and arrangement thereof), are owned by Yokogawa, its licensors or other providers of such material and protected by copyright laws and other applicable laws of respective countries, or by relevant international treaties, including, but not limited to, the industrial property laws, any other intellectual property laws, and/or other applicable laws. Member has a right to use Yokogawa Information only for non-commercial purpose and Member's personal and internal use.
This limited authorization is not a transfer of title in Yokogawa Information and by Member's use of this Site, Member acknowledges that Member does not acquire any license, ownership or other Intellectual Property Rights to Yokogawa Information. Member shall not use, including but not limited to copy, modify, send, distribute, assign, lend, redesign or translate Yokogawa Information exceeding non-commercial purpose and Member's personal and internal use without Yokogawa's prior written approval.

7.2 The company name, company logo and all related names, service names, designs, logos and brands used on this Site are trademarks of Yokogawa, or its affiliates or licensors and protected by Trademark Act, Unfair Competition Prevention Act and other laws. Member shall not use, including but not limited to copy, modify, send, distribute, assign, lend, redesign or translate the trade name, trademarks, service names, designs, logos and brands without Yokogawa's prior written approval.

7.3 If Member prints off, copy or download any part of this Site in breach of this Site Terms of Use, Member's right to use this Site will cease immediately and Member must, at Yokogawa's option, return or destroy any copies of the materials Member has made.

Article8. Prohibited Actions

8.1 With respect to the use of the Services, Member shall not:

(1) infringe Yokogawa's and/or any third party's property rights, portrait rights and privacy rights, including but not limited to, Intellectual Property Rights, or breach the terms and conditions of the IP Policy;

(2) commit a criminal act

(3) be offensive to public order and morals

(4) wage an election campaign or similar actions

(5) use Yokogawa Information exceeding the scope of Article 2 and 7

(6) provide the Services to third party for Member's business operation or Member's commercial purpose.

(7) interfere Yokogawa's business operation, injure Yokogawa's reputation or commit similar actions

(8) place or send harmful computer programs on/to this Site

(9) violate laws or regulations, or commit similar actions

(10) pretend to be someone and use the Services

(11) violate or breach this Site Terms of Use

(12) perform inappropriate behavior or actions

8.2 Yokogawa may suspend access to the Services by Member before deletion of the Registered Information in accordance with Article 3.4, if Member beaches one of prohibited activities set forth in Article 8.1.

Article9. Termination of Membership

9.1 Member agrees that Yokogawa may terminate Member's account and access to the Services for cause without prior notice, upon the occurrence of any one of the followings: (1) rescission of the registration approval by Yokogawa in accordance with Article 3.4. or (2) any breach of the terms of Article 8.1. Further, Member agrees that all terminations shall be made in Yokogawa's sole discretion, and that Yokogawa will not be liable to Member or any third-party for any termination of Member's account or access to the Services.

9.2 Member may at any time offer Yokogawa termination of the membership in accordance with the procedure instructed by Yokogawa. If Member fails to follow the procedure instructed by Yokogawa, the termination procedure may not be completed.

9.3 Yokogawa will delete Member's Information of terminated member from Database after confirming termination of the membership. However, due to the processing time lag during a certain period of time, Member might receive e-mails from Yokogawa even after termination of this membership. Member shall not be able to use the Subscription Services after termination of this membership even when the subscription period of the Subscription Services still remain in effect.

Article10. Change or Termination of the Services

10.1 Yokogawa reserves the right to update, modify and terminate a part of the Services from time to time without prior notice to Member.

10.2 Yokogawa reserves the right to terminate all Services subject to the prior notice to Member unless otherwise agreed.

10.3 Yokogawa shall not be responsible for any claim, damage, loss, liability and expenses incurred by Member, arising out of, relating to or in connection with this Article.

Article11. Suspension of Services

11.1 Yokogawa shall not be liable to Member for any delay or failure of delivery of the Services to the extent such delay or failure is caused by Acts of God, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, communications failures, legal restrictions, direction or guidance of government, or other similar contingencies beyond reasonable control of Yokogawa.

11.2 In the case that system maintenance of this Site or utility work is necessary, Yokogawa reserves the right to temporarily suspend or stop the Services subject to prior notice on Customer Portal (but without notice in the case of emergency situation). In addition, Yokogawa shall not be responsible for any claim, damage, loss, liability or expense incurred by Member, arising out of, relating to or in connection with such suspension or stop of the Services.

Article12. Disclaimer

12.1 IN NO EVENT SHALL YOKOGAWA, ITS AFFILIATES OR THEIR LICENSORS, ITS SUPPLIERS INVOLVING IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, THEIR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO MEMBER AND/OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR OTHER CONSEQUENTIAL DAMAGES, LOSS, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES), ANY PUNITIVE OR SIMILAR DAMAGES OF ANY KIND, AND ANY LOSS OF PROFITS, LOSS OF INCOME, BUSINESS INTERRUPTION, LOSS OF USE LOSS OR DESTRUCTION OF PROGRAMS OR OTHER DATA, LOSS OF AVAILABILITY AND THE LIKE ON MEMBER'S INFORMATION HANDLING SYSTEM OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH MEMBER'S VIOLATION OF THIS SITE TERMS OF USE, MEMBER'S USE, OR INABILITY TO USE THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), WARRANTY (EXPRESS OR IMPLIED), OR ANY OTHER LEGAL GROUNDS, EVEN IF YOKOGAWA HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.2 ALL YOKOGAWA INFORMATION IS PROVIDED "AS IS" BASIS ONLY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOKOGAWA MAKES NO WARRANTY AS TO THE RECENCY, APPROPRIATENESS, RELIABILITY, COMPLETENESS, USEFULNESS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR ACCURACY OF YOKOGAWA INFORMATION AND ANY OTHER INFORMATION CONTAINED IN ANY SUCH WEBSITE. NEITHER DOES YOKOGAWA MAKE WARRANTY FOR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND/OR THE SAFETY OF THIS SITE (INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT THIS SITE IS ERROR-FREE, THAT EACH FUNCTION WORKS NORMALLY AT ALL TIMES, THAT YOKOGAWA CORRECTS PROBLEMS THAT MAY OCCUR, OR THAT THE HOMEPAGE OR SERVER OF THAT WEBSITE CONTAINS NO VIRUS OR HARMFUL CONTENT). BY USING THIS SITE MEMBER ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH MATERIALS, ADVICE, STATEMENT OR INFORMATION SHALL BE AT MEMBER'S SOLE RISK. YOKOGAWA SHALL NOT BE HELD LIABLE FOR DAMAGE OF ANY KIND SUSTAINED BY MEMBER AS A RESULT OF USING OR BEING UNABLE TO USE SUCH INFORMATION.

12.3 Member acknowledges that Member may not use a part of the Services due to Member's inappropriate environmental conditions to access Customer Portal.

12.4 YOKOGAWA SHALL NOT BE RESPONSIBLE FOR MEMBER'S HARDWARE SUCH AS COMPUTER, TABLET, SMARTPHONE FOR USING THE SERVICES, PREPARATION OR INSTALLATION OF COMMUNICATION ENVIRONMENT OR ACCESS TO THIS SITE.

12.5 YOKOGAWA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT MEMBER'S HARDWARE, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO MEMBER'S USE OF THIS SITE OR TO MEMBER'S DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE LINKED TO IT.

12.6 This Site contains open source software ("OSS"), for which separately provided special terms and conditions set forth in Terms and Conditions of Open Source Software shall take precedence over this Site Terms of Use.

Article13. Damages

Member shall indemnify and hold Yokogawa harmless from and against any and all claims and disputes, damages, liabilities and cost and expenses incurred by Yokogawa, including reasonable attorney's fees, which may arise attributable to Member, including, but not limited to Member's breach of this Site Terms of Use or illegal or unlawful use of the Services or this Site.

Article 14. Administration

This Site is administered by Yokogawa from its offices in Japan. Yokogawa makes no representation that the materials at this Site are appropriate or available for use at other locations outside of Japan and access to them from territories where their contents are illegal is prohibited.

Article15. Data Security / Viruses

15.1 The transmission of information via the internet is not completely secure. Although Yokogawa will do its best to protect Member's Information, Yokogawa cannot guarantee the security of Member's Information transmitted to this Site; any transmission is at Member's own risk. Once Yokogawa has received Member's Information, Yokogawa will use strict procedures and security features to try to prevent unauthorized access.

15.2 Yokogawa does not guarantee that this Site will be secure or free from bugs or viruses.

Member shall be responsible for configuring Member's Information technology, computer programs and platform in order to access Customer Portal. Member should use its own virus protection software. Member must not misuse this Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Member must not attempt to gain unauthorised access to this Site, the server on which this Site is stored or any server, computer or database connected to this Site. Member must not attack this Site via a denial-of-service attack or a distributed denial-of service attack. In the case of breaching this provision by Member, Member would commit a criminal offence under applicable laws and regulations. Yokogawa will report any such breach to the relevant law enforcement authorities and Yokogawa will co-operate with those authorities by disclosing Member's identity to them. In the event of such a breach, Member's right to use this Site will cease immediately and termination of membership shall occur under the breach of terms of Article 8.1.

Article16. Confidentiality

Member agrees that all information (excluding any information being public) that Yokogawa provides regarding the Services is Yokogawa's proprietary confidential information. Member agrees to use the confidential information only for use of the Service and for no other purpose and not to disclose such confidential information to any third party without prior written consent of Yokogawa. Member's obligations under this Article 16 shall survive termination of this Site Terms of Use for a period of one (1) year from the termination hereof. In addition, upon termination hereof, Member shall immediately return or securely destroy all confidential information including copies, notes or extracts thereof. If requested, Member will certify in a writing signed by Member as to the return or destruction of all such confidential or proprietary information.

Article 17. Notices

17.1 Even if Member chooses not to subscribe the newsletters, Member can still use the Services (except for newsletters) in this Site, but Yokogawa would need to use Member's e-mail address on record in Registered Information for communicating important matters such as change of terms and conditions of this Site Terms of Use.

17.2 In the case of notice to the entire Member, Yokogawa may post information on this Site or use e-mail address on record in Registered Information.

17.3 If Member has any inquiry about the Services, Member may give notice to Yokogawa at any time by contacting support@cs.jp.yokogawa.com.

Article18. Changes to the Site Terms of Use

Yokogawa reserves the right to modify or change this Site Terms of Use at any time by posting an amended Site Terms of Use that is always accessible through a link on this Site or by giving Member notice of modifications or changes. All modifications or changes are effective on latest modified date specified in the amended Site Terms of Use ("Latest Modified Date"), provided that Yokogawa posts the amended Site Terms of Use on this Site or gives Member notice of such modifications or changes prior to the Latest Modified Date. Member should check this Site Terms of Use periodically for modifications or changes by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION OR CHANGE IS UNACCEPTABLE TO MEMBER, MEMBER'S ONLY RECOURSE IS TO TERMINATE THIS SITE TERMS OF USE IN ACCORDANCE WITH ARTICLE 9 HEREOF. MEMBER'S CONTINUED USE OF THE SERVICES AFTER THE LATEST MODIFIED DATE WILL CONSTITUTE BINDING ACCEPTANCE.

Article19. Compliance with Laws

19.1 (1) Member shall not export, sell, transfer, lease or license Yokogawa Information or any other information disclosed or delivered by Yokogawa under this Site Terms of Use and any or all copies thereof to anyone having purpose of (i) developing, designing, manufacturing, maintaining or using weapons of mass destruction including, but not limited to, nuclear, chemical, and biological weapons or missiles, or (ii) using them for the military purposes, or (iii) otherwise disturbing the maintenance of international peace and safety; nor shall Member use or have any third party use them with any of the foregoing purposes.

(2) Member shall not export or re-export, directly or indirectly, Yokogawa Information or any other information disclosed or delivered by Yokogawa under this Site Terms of Use and any or all copies thereof and/or any of the direct products resulting therefrom in contradiction to any applicable export control laws and regulation, including, but not limited to, those of Japan and the United States.

19.2 Member shall comply with all applicable laws having jurisdiction over the Member, Member Information and Yokogawa Information and/or the location where Member obtains the Services or Yokogawa Information through this Site. Member shall, to the maximum extent permitted by law, indemnify and defend Yokogawa from and against any loss, cost (including attorneys' fees), liability, claim or damage incurred or suffered as a result of Member's non-compliance with applicable laws or failure to obtain permits and/or approvals.

Article 20. Download Service

20.1 Downloading of instruction manuals, catalogs, other documents, software, or tool from this Site is available on the following conditions:

(1) When there are changes in product specifications, Yokogawa reserves the right to change the documents available on this Site without giving advance notice. Accordingly, the product features or specifications described in these documents may differ from those of a previously purchased product.

(2) This Site does not contain documents for all the products available from Yokogawa. This Site may also include documents for discontinued products.

(3) Depending on the browser or viewer software version, Member may not be able to use the download service or open a downloaded document. Also, certain types of printers may not be able to print the documents available on this Site.

(4) Portions of a downloaded file may be illegible due to conversion of the document into portable document format (PDF). The downloaded document may also contain errors that appeared in the printed document and were not corrected when it was published on this Site.

(5) Reproduction, edition, or distribution of the downloaded file for commercial purpose is strictly prohibited.

Article 21. Applicable Laws and Jurisdiction

21.1 This Site Terms of Use shall be governed by and construed in accordance with the laws of Japan, without giving effect to any principles of conflicts of law.

21.2 All disputes and controversies arising out of or in connection with the use of the Services and this Site Terms of Use shall be submitted to the exclusive jurisdiction of the Tokyo District Court in Tokyo (main office), Japan as the Court of first instance.

Article22. Miscellaneous

22.1 Entire Agreement. This Site Terms of Use, and IP Policy constitute the entire agreement of the parties with respect to this Site and shall supersede and replace any prior communications, representations, and agreements.

22.2 Language. This Site Terms of Use is written in English, and English is its controlling language.
If any translation of Site Terms of Use is made in case required by local laws, only the English original shall have the effect of a contract and such translation shall have no effect.

22.3 Assignability. Member shall not assign or delegate any of the rights or obligations under this Site Terms of Use, and any such attempted assignment or delegation shall be void without prior written consent of Yokogawa. Subject to the preceding sentence, this Site Terms of Use is binding on and inures to the benefit of the respective successors, heirs and assigns of each party.

22.4 Severability. If any provision of this Site Terms of Use is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Site Terms of Use, and this Site Terms of Use shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

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