LICENSE AGREEMENT
IMPORTANT:
READ THESE TERMS CAREFULLY BEFORE AGREEING TO USE THE LICENSED WORK DESCRIBED BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS IN THIS LICENSE AGREEMENT ("AGREEMENT"), YOU MAY NOT ACCESS OR OTHERWISE USE THIS LICENSED WORK. BY CLICKING ON THE BUTTON MARKED "I ACCEPT" AND BY CONTINUING TO USE THE LICENSED WORK YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT.

  1. LICENSE GRANT; LIMITATIONS ON USE; OWNERSHIP
    1. LICENSE GRANT. Makino grants you a revocable, nonexclusive, nontransferable, limited license, with no right to sublicense, to access and use Makino's proprietary training software (the "Licensed Work") for internal training purposes only and not for the benefit of any other person or entity.
    2. LIMITATIONS ON USE
      1. You may not remove, alter, cover or distort any copyright, trademark or other proprietary rights notices on the Licensed Work.
      2. You may not reverse engineer, reverse assemble, decompile, or disassemble the Licensed Work. You may not copy, modify, distribute, translate, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on Licensed Work or any part thereof.
      3. No service bureau work or time-sharing arrangement is permitted.
      4. The Licensed Work is being licensed, not sold. Makino reserves all rights not expressly granted herein.
    3. OWNERSHIP. You acknowledge and agree that you have no ownership rights in the Licensed Work. Nothing in this Agreement shall operate to assign or transfer ownership of Makino Inc.'s ("Makino's) intellectual property, including without limitation, patents, trade secrets, copyrights, trademarks, moral rights, know-how, inventions, processes, algorithms that relate to Licensed Work.

  2. CONFIDENTIALITY
    1. You acknowledge that the Licensed Work contains proprietary trade secrets of Makino and you hereby agree to maintain the confidentiality of the Licensed Work using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.

  3. ACCESS TO LICENSED WORK
    1. You agree to assume sole responsibility for the security of the password issued to you. Unless expressly approved in writing by Makino in advance, a password is valid for use online in the country in which it is issued. Passwords are subject to cancellation or suspension by Makino at any time, including upon nonuse for such period as Makino may determine, and reissuance or reactivation of such passwords may be subject to Makino's standard charges. If you believe that any password is being used by someone other than you, you must notify Makino in writing immediately.

  4. LIMITED WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY
    1. MAKINO warrants that it is authorized to enter into this Agreement and to perform its obligations hereunder.
    2. OTHER THAN THE WARRANTY IN SECTION 4.01, THE LICENSED WORK IS PROVIDED "AS IS." THE WEBSITE THROUGH WHICH LICENSED WORK IS OFFERED IS PROVIDED BY MAKINO ON AN "AS AVAILABLE" BASIS. MAKINO MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE LICENSED WORK. MAKINO DOES NOT WARRANT THAT LICENSED WORK WILL MEET THE YOUR REQUIREMENTS. MAKINO DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, MERCHANTABILITY FOR COMPUTER PROGRAMS, AND INFORMATIONAL CONTENT.
    3. MAKINO AND ITS AFFILIATES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO LICENSED WORK. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF MAKINO AND ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS RECEIVED FROM YOU UNDER THIS AGREEMENT FOR THE LICENSED WORK DURING THE PRECEDING TWELVE (12) MONTH PERIOD.

  5. GENERAL
    1. This Agreement shall be construed, interpreted and governed by the laws of the State of Ohio without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Hamilton County, State of Ohio, USA. This Agreement constitutes the entire Agreement between the parties hereto. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by the parties hereto. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties.
    2. Makino may terminate this Agreement including the license granted herein any time for any reason.
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