CELOS CLUB SERVICETERMS & CONDITIONS
1. Purpose, Scope of Application and Applicability
1.1 These terms of use (hereinafter referred to as “the Terms”) shall apply to any and all matters between
DMG MORI USA, INC., its parents, subsidiaries and affiliates (collectively, “DMG MORI”) andcorporate entities, individuals and organizations (hereinafter referred to as “Customers”) who havepurchased the CELOS Club service (hereinafter referred to as “the Service”).
1.2 By using the Service, or by continuing to use the Service after being notified of a change in the Terms,Customers are deemed to have agreed to the Terms. Customers shall use the Service in accordancewith these Terms.
1.3 Use of the Service is also subject to the DMG MORI USA General Terms and Conditions (“GTC”),
available at https://us.dmgmori.com/terms-and-conditions. In the event of a conflict between any termin the GTC and these Terms, these Terms shall control. If, in addition to these Terms and the GTC,
there exist other documents, including but not limited to software license agreements (hereinafterreferred to as “Individual Terms and Conditions”) that relate to the Service and are distributed by DMG
MORI or posted on its website under titles such as “Terms”, “Guidelines” or “Policy”, Customers must
use the Service in accordance with these Individual Terms and Conditions in addition to these Terms.
1.4 If there are any contradictions between the Individual Terms and Conditions and the Terms, theprovisions of the Individual Terms and Conditions shall apply with precedence in respect to the points
that are subject to these contradictions only.
2. Details of the Service
2.1 This Service is available for machines equipped with ERGOline Touch and that are identified by DMG
MORI as applicable upon subscription to the Service (hereinafter referred to as the Target Machines).
2.2 The content of the Service is as follows.
(1) Annual updates of the CELOS software(2) Privilege to connect to and access information through DMG MORI Messenger GE/LE(3) Remote maintenance service provided by the DMG MORI Service Center(4) Discount on MAPPS software options (20%)
Applicable software (as of January 2018):- Open pocketing with islands- Text engraving- DXF importation- High-speed canned cycles- Area definition- MORI-POST advanced(5) Discount on part charges in event of ERGOline Touch failures of the Target Machines (50%discount)
However, the following restrictions apply.
・Maximum of two instances per year.
・The cost of service work is excluded from the discount.
(6) Additional software options:- CELOS PC-Version- DMG MORI Messenger- DMG MORI Visual Programming- Manufacturing Suite NC Simulation- Simplified 3D machine model
2.3 DMG MORI shall have the option to outsource all or part of the work involved in the Service and theCustomer is deemed to have consented to this in advance.
2.4 Subscription fees for the service shall be based on the then current DMG MORI USA fee schedule.
2.5 Subscription to the CELOS Club shall commence on the date of installation and shall expire at the endof the term of the Service, in accordance to the length of the Service purchased by the Customer(“Expiration Date”). If Customer wishes to renew its subscription to the Service, Customer must notify
DMG MORI USA in writing no later than thirty (30) days before the Expiration Date. Unless Customer
renews its subscription in accordance with this section, the Service shall cease on the Expiration Date.
The Subscription fee for any renewal term shall be based on the DMG MORI USA fee schedule ineffect at the date of renewal notice.

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3. Changes to the Terms
3.1 DMG MORI may change or revise these Terms from time to time, at its sole discretion without priornotice to Customers. DMG MORI may also change, add to or discontinue any or all content of theService stipulated in article 2 of these Terms, at any time for any reason, at its sole discretion with priornotice to the Customers.
3.2 DMG MORI shall notify Customers of any changes by e-mail, facsimile or by mail, or by positing suchchanges on websites designated by DMG MORI.
3.3 Terms that have been changed or revised according to 3.1 above shall become effective (i) when thesaid change is posted on the websites designated by DMG MORI or (ii) when the said change istransmitted or dispatched by e-mail, facsimile or mailing.
4. Issuance of IDs and registration of User information
4.1 DMG MORI will issue IDs and passwords (hereinafter referred to as “IDs, etc.”) to users of the Service(hereinafter referred to as the “Users”). In order to issue IDs, etc., the Users have to be registered.
Users must belong to the entity as the owner of the Target Machine(s). Users must register information
including their name, address, department name, telephone number and e-mail address (hereinafterreferred to as the “User Information”) by following the prescribed procedure.
4.2 Users who have been issued IDs, etc., shall manage the ID on their own responsibility.
4.3 The Users may not lend their own IDs, etc. to third parties or allow third parties to use them, and shalltake full responsibility for outcomes arising out of improper use of their IDs, etc. by other persons.
4.4 Users shall notify DMG MORI promptly about any change to the registered information. DMG MORI
will not be liable for any delay, non-delivery or non-fulfillment of communications, etc., from DMG
MORI due to not receiving notification from the User about changes.
4.5 DMG MORI shall handle the User Information set out in 4.1 above in accordance with the DMG
MORI’s “personal information privacy policy (http://www.dmgmori.co.jp/en/privacy/)”.
4.6 DMG MORI may provide the User Information to DMG MORI USA, INC., DMG MORI B.U.G. CO., LTD.
and other subsidiaries and/or affiliates thereof. These subsidiaries and/or associates thereof shallhandle User Information in accordance with the DMG MORI’s “personal information privacy policy(http://www.dmgmori.co.jp/en/privacy/)”.
5. Prohibition of Assignment of Any Rights and Duties
Customer may not assign, allow to inherit or pledge their position and/or the rights and duties thereof, towhich they are entitled in compliance with these Terms, wholly or in part, to any third parties.
6. Resale and Rejection of the Machine
6.1 If a Customer has resold or decommissioned a Target Machine, the Customer may not enjoy theService in relation to the relevant Target Machine.
6.2 Where a Customer has resold or decommissioned a Target Machine, DMG MORI will not refund theService usage charge in relation to the relevant Target Machine.
6.3 If a Customer has resold or decommissioned a Target Machine, the Customer may not transferits/his/her authority to use the Service to other Target Machines that the Customer owns or uses.
6.4 If a Customer has resold or decommissioned a Target Machine, the Customer shall immediately inform
DMG MORI.
7. Attribution of Rights
7.1 All rights (copyright, rights neighboring on copyright, trademark rights, design rights and otherintellectual property rights, and all other rights) relating to the content comprising the Service (meaning
text, video, images, audio, illustrations, designs, trademarks, logos and other information, hereinafterreferred to as “the Contents”) are attributed to DMG MORI or third parties who have granted a license
to use the Contents to DMG MORI.
7.2 Customers shall not act in any way that infringes the rights of DMG MORI or third parties in respect tothe Contents.
8. Exemption from Responsibility
8.1 DMG MORI may temporarily cease or suspend the Service without prior notice to the Customers in thefollowing cases.
(1)
To carry out urgent maintenance of systems, etc.
(2)
When it has become impossible to provide the Service due to fire, a power outage, etc.
(3)
When it has become impossible to provide the Service due to a natural disaster such as anearthquake, volcanic eruption, flood or tsunami.
(4)
When it has become impossible to provide the Service due to war, civil disturbance, insurrection,
riots, or labor disputes.
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(5)Other cases where DMG MORI judges suspension of the Service to be necessary for
operational or technical reasons.
8.2 Where provision of the Service is delayed or suspended in whole or in part for any of the reasons citedin the preceding paragraph, DMG MORI shall bear no responsibility for any loss or damage incurredby the user due to this delay or suspension.
9. LIMITATION OF LIABILITY
9.1 IN NO EVENT, SHALL DMG MORI BE RESPONSIBLE FOR ANY DAMAGE INCURRED BY ANYCUSTOMER OR ANY THIRD PARTY WHILE UTILIZING THE SERVICE, EXCEPT WHEN SUCHDAMAGE HAS BEEN CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF
DMG MORI.
9.2 IN NO EVENT SHALL DMG MORI BE LIABLE UNDER ANY THEORY OF RECOVERY, FOR ANYLOSS OF USE, DATA BUSINESS REVENUE, PROFIT, GOODWILL OR REPUTATION, BUSINESSINTERRUPTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL, ENHANCED OR PUNITIVE DAMAGES, EVEN IF IT WAS ADVISED OF THEPOSSIBILITY OF SUCH LOSSES OR DAMAGES, OR EVEN IF SUCH LOSSES OR DAMAGESWERE OTHERWISE FORESEEABLE.
9.3 IN NO EVENT SHALL DMG MORI’S AGGREGATE LIABILITY ARISING OUT OF RELATED TOTHESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID ORPAYABLE TO DMG MORI FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THEEVENT GIVING RISE TO THE CLAIM.
9.4 THE PROVISIONS OF THIS PARAGRAPH 9 SETS FORTH DMG MORI’S SOLE LIABILITY ANDENTIRE OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY ACTUAL,THREATENED OR ALLEGED CLAIM ARISING OUT OF OR RELATED TO THE TERMS OF USE ORTHE SERVICE.
10. NO WARRANTYTHE SERVICE IS PROVIDED “AS IS”. DMG MORI MAKES NO REPRESENTATIONS, WARRANTIES OFANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES,INCLUDING ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
EXCEPT TO THE EXTENT PROHIBITED BY LAW, DMG MORI DISCLAIM ALL WARRANTIES, INCLUDINGANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIESARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
11. Maintenance of Confidentiality
The Customer shall maintain the confidentiality of DMG MORI’s confidential information (this refers to any
information that DMG MORI has identified as confidential at disclosure, regardless of the method ofdisclosure), and except in cases where disclosure is obligated by law, DMG MORI’s confidential information
shall not be disclosed or leaked to third parties without the written consent of DMG MORI.
These Terms shall become effective on January 1, 2018.

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