TERMS & CONDITIONS OF BALLUFF CO., LTD.
FOR THE LICENSING OF STANDARD
SOFTWARE FOR A FEE
As at 12/2021
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General information - Scope
These software conditions apply to the licensing of standard software for a fee by Balluff Co., Ltd. (hereinafter referred
to as "Balluff") to the customer (hereinafter referred to as "customer"). Separate terms and conditions apply to othertypes of software licenses and legal transactions.
The subject matter of these software conditions for the licensing of standard software for a fee (hereinafter referred to as"software conditions") does not include the following: (a) licensing of standard software free of charge; (b) installationof software at the customer's premises; (c) individual setting of variable software parameters according to customer
requirements (customizing); (d) individual program extensions for the customer; (e) adaptations of software interfaces
according to the customer's needs; (f) training of users of the customer; and (g) software updates. This list is not
exhaustive.
These software conditions apply exclusively. Balluff does not recognize conflicting conditions or conditions deviatingfrom these software conditions, as well as conditions of the customer which are not regulated in these software
conditions, unless Balluff has expressly agreed to their validity in writing.
All agreements made between Balluff and the customer in connection with the licensing of the standard software arerecorded in these software conditions and in the respective individual contract.
These software conditions apply only to Business Operators within the meaning of Article 2 paragraph (2) of theJapanese Consumer Contract Act (Act No.61 of 2000).
Subject matter of the contract - Open Source software
The subject matter of these software conditions is the granting of rights of use to the standard software of Balluff
outlined in the licensing documentation (hereinafter referred to as "contract software") for a fee.
The full description of the contract software can be found in the licensing documentation, which is made available to thecustomer on request or unsolicited before or in connection with the conclusion of the contract.
The "licensing documentation" consists of part number code or material number, the product datasheet, as well as an
installation guide/operating instructions.
The contract software consists of the executable program code. The source code is not a subject matter of the contract.
The contract software may include Open Source software and software of third parties that is licensed royalty-free(hereinafter referred to as "OS software"). A list of the OS software and the applicable OS software licensing conditions
shall be made available to the customer on request before conclusion of the contract or at the latest upon delivery of thecontract software.
If software products from third-party providers which are not OS software are also provided with the contract software,these may be used solely in conjunction with the contract software. Special terms of use may apply here, which arepointed out to the customer in a suitable form.
Balluff is entitled to protect the contract software against unauthorized use. The customer may not remove or bypass
such protective measures of the contract software.
Delivery of the contract software - Version
Unless otherwise agreed, Balluff supplies the customer with the contract software in the current version at the time ofdelivery.
Except when otherwise stipulated, the contract software is delivered at the discretion of Balluff either on a data carrier orby providing the contract software as a download and sending the information required for the download.
Rights of use - Backup copy
Balluff grants the customer either a non-exclusive (a) time-limited right of use to the contract software and licensing
documentation in return for a license fee in the form of recurring payment (“Subscription License”), or (b) an unlimited
right of use in terms of time to the contract software and licensing documentation in return for a license fee in the form ofa one-time payment (“Perpetual License”). The difference can be found in the licensing documentation. If the relevant
information is not included in the licensing documentation, a Subscription License is granted.
The license takes effect with the delivery of the contract software.
At the commencement of the license the customer obtains the non-exclusive right to use the contract software and thelicensing documentation in accordance with the licensing documentation, as well as the provisions of these software
conditions. This right of use cannot be sublicensed.
The permitted use of the contract software and the licensing documentation includes the installation, loading into theworking memory, the display and running of the contract software, as well as the intended use of the contract softwareby the customer for its business purposes.
The use of the contract software and the licensing documentation is only permitted in the agreed countries ofdestination. Unless otherwise agreed, this is the country in which the customer has its registered office.
The customer is only allowed to make copies of the contract software and the licensing documentation to the extent thatis necessary for the contractual use of the contract software.

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"Backup copies" within the meaning of these software conditions are copies of the contract software which are made in
the event that the original software is damaged or deleted accidentally.
The customer may make backup copies of the contract software to the extent necessary according to the general rulesof engineering. Backup copies must be labeled as such and have the copyright notice of the original software.
The use of the backup copy is only permitted in the event of a deterioration or loss of the copy of the contract software
originally provided by Balluff.
The customer shall observe these software conditions with regard to the use of the backup copy.
Without the prior written consent of Balluff, the customer is generally prohibited from selling the contract software andthe licensing documentation or otherwise transferring them to third parties or making them available to third parties (incl.
renting, leasing, loaning, or sublicensing).
If the customer is granted a non-exclusive, perpetual right of use, the customer is entitled to transfer the rights to thecontract software uniformly to a third party with the prior consent of Balluff. Such a transfer of the rights to a third party is
only permitted if the third party fulfills all obligations from the licensing documentation and these software conditions.
A corresponding agreement shall be concluded in writing.
In such a case the customer shall surrender and cease use of the contract software and licensing documentation
uniformly, completely, and definitively, and delete and destroy all backup copies.
Without the prior written consent of Balluff, the customer is prohibited from temporarily or partly licensing the use of thecontract software to third parties for a fee, irrespective of whether the contract software is relinquished in a physical or
non-physical form. The same applies to free licensing.
The customer shall not edit, change, reverse engineer, decompile, or disassemble the contract software or parts
thereof, or fix the contract software in another way, as well as create derivative works of the contract software except tothe extent explicitly permitted under the regulations of Article 20 paragraph (2) item (iii), Article 47-3 and Article 47-4 ofthe Japanese Copyright Act (Act 48 of 1970).
Updated versions of software or files that close security loopholes, correct errors or add functions, are considered to be"patches" within the meaning of these software conditions. New versions of the contract software which contain minor
program improvements or new and/or modified basic functions are said to be "updates" according to these software
conditions. "upgrades" as defined in these software conditions are configurations to a higher version of the contract
software with a significant extension of the function.
If Balluff voluntarily provides the customer with patches or bug fixes, updates or upgrades, these are also subject tothese software conditions, unless otherwise agreed.
Balluff is not obligated to provide the customer with patches or bug fixes, updates or upgrades.
All other rights to the contract software and the licensing documentation not expressly granted, particularly all rights tothe trademark, business secrets, know-how, or other intellectual property rights to the contract software, shall remain
with Balluff.
Markings of the contract software and licensing documentation, particularly copyright notices, brands, serial numbers, orsimilar may not be removed, modified, or disguised.
License fee
The license fees are set out in the respective quotation of Balluff and are payable as a (a) one-time fee and/or (b) in theform of ongoing fees and/or (c) in the form of royalties according to the time intervals specified in the respective
quotation by Balluff.
For updates and upgrades of the contract software, an additional fee defined in the respective quotation is charged as a
one-time fee and/or in the form of ongoing fees. If no additional fee is regulated in the respective quotation of Balluff, theupdates and upgrades of the contract software are realized free of charge.
Ongoing fees are due at the start of the respective invoicing period. For partial periods the fee is invoiced proportionallybased on a 30-day month.
The terms of payment for all fees are regulated in the respective quotation from Balluff. The value added tax is invoiced
separately.
Balluff can change the current license and usage fees and the invoicing periods at its discretion. The customer shall be
notified thereof in writing four months in advance. If the customer does not agree with this change, the customer may
terminate the respective license agreement with three (3) months’ notice to end of the month after receipt of the written
notification.
In the event of a Subscription License, Balluff shall be entitled to suspend the customer from using the contract software
if the customer (a) is in default of payment of the ongoing fee or a not inconsiderable part of the ongoing fee for two
consecutive payment due dates or (b) is in default of payment of the ongoing fees in an amount equal to two periodic
ongoing fees in a period extending over more than two payment due dates. In such a case, Balluff will allow thecustomer to use the contract software again if the customer has paid the due ongoing fees including default interest,
reminder costs and fees to Balluff.
The rights of Balluff pursuant to Clause 10.2 of these Software Terms and Conditions shall remain unaffected.
For international transactions the agreed prices are net prices, i.e. this is the net price to be paid by the customer after
deduction of any foreign taxes. In particular, the term "foreign taxes" covers corporation tax, trade tax, value added tax,
goods and service tax, other withholding taxes, customs, or other surcharges and costs, as well as other fees andduties, which are collected by a foreign state or a foreign municipality. All foreign taxes shall be assumed and paid in fullby the customer. The customer undertakes to provide Balluff with all necessary tax certificates, tax assessments and allother documents, which are required by Balluff in order to fulfill the tax obligations of Balluff abroad and in Japan.

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Customer's obligations
The customer shall register before using the contract software according to the respective specifications of Balluff.
The customer is solely responsible for ensuring that the contract software is suitable for its purposes; in case of doubt,
the customer shall seek advice from a third-party specialist before conclusion of the contract.
The customer is solely responsible for ensuring that the hardware and software environments meet the system
requirements of the contract software; in case of doubt, the customer shall seek advice from a third-party specialist
before conclusion of the contract.
The customer is responsible for the installation of the contract software. At Customer’s request, Balluff may, if
necessary, undertake the installation for a separately agreed fee.
When using the software, the customer is obligated to exercise the required due care and diligence.
The customer shall follow the instructions given by Balluff for the operation of the contract software.
The customer is obligated to protect the contract software against access by unauthorized third parties by adopting
appropriate measures, particularly to keep safe all copies of the contract software in a protected place.
The customer is obligated to take appropriate precautions in the event that the contract software does not work
completely or partially (e.g. with daily data backup).
The customer shall immediately notify Balluff in text form of any defects and errors with the contract software.
If Balluff voluntarily provides the customer with patches or bug fixes, updates or upgrades for the contract software, thenthe customer shall install and use them.
Liability for defects
The parties agree that software can generally not be created without any errors; this also applies to the contract
software.
The characteristics of the contract software are set out exclusively and definitively in the licensing documentation.
The information in the licensing documentation should be viewed solely as performance specifications and not as
guarantees.
Before concluding the contract with Balluff concerning the licensing of the contract software, the customer shall checkthat the licensing documentation and the contract software meet its wishes and requirements. The customer shallfamiliarize themselves with the essential functional characteristics and conditions of the contract software.
For the permanent provision of contract software Balluff shall eliminate defects with the contract software.
All rights of the customer owing to defects with the contract software become time-barred within 12 months. This period
begins on the day the license key is provided.
If and to the extent to which the customer and Balluff have agreed the provision of maintenance and support services by
Balluff in an individual agreement, the details agreed in this respect shall apply to the scope and time limits of theelimination of defects and errors.
The rights of the customer owing to defects with the contract software are excluded, provided this involves minor orinsignificant deviations from the agreed or assumed quality, and in the case of only minor interference of the usability.
Balluff is not responsible for defects which are based on improper use or handling of the contract software or unsuitable
operating conditions for the contract software at the customer's premises.
If the customer requests supplementary performance in accordance with Article 562 paragraph (1) of the Japanese Civil
Code (Act No.89 of 1896 Amendment of Act 34 of 2018 effective 1 st April 2020), Balluff can, at its discretion, improve or
supply an error-free replacement. Balluff is entitled to eliminate defects by installing a newer version or by means of aworkaround.
If the elimination of a defect has failed three times, the customer is entitled to rescind from the respective contract or to
reduce the payment in accordance with Article 563 (1) of the Japanese Civil Code (Act No.89.of 1896 Amendment of
Act 34 of 2018 effective 1 st April 2020).
The customer is also entitled within the framework of the statutory provisions and these software conditions to demandcompensation and reimbursement of expenses. Claims exerted by the customer for compensation are subject to thelimitations mentioned in clause 9.
The customer shall notify Balluff in writing of any defects with the contract software and enclose a comprehensible anddetailed description of the defect, and, if possible, recordings which demonstrate the defect. The error notification must
enable Balluff to reproduce the defect.
Within the framework of eliminating defects, Balluff can, at its own discretion, implement measures by means of remote
maintenance by telephone, e-mail, or remote access. The customer grants Balluff access to its systems and thecontract software installed thereon to the extent required. The customer shall create the necessary technical conditions
for remote access at the request of Balluff.
Liability for defects of title
If a third party asserts a claim against the customer owing to an infringement of industrial property rights through the useof the contract software, the customer shall immediately inform Balluff thereof in writing. At its own discretion, Balluff
shall fulfill the claims at its own expense, refuse such claims, or end the dispute through a settlement. The customer
grants Balluff the sole authority to decide on the legal defense and settlement negotiations. The customer shall give
Balluff the necessary authority on a case-by-case basis and support Balluff in a reasonable manner with the defense.
In the event of interference to the contractual use of the contract software owing to a defect of title, Balluff shall rectify
the cause for the infringement of industrial property rights within an appropriate period. This shall happen at thediscretion of Balluff, whereby Balluff obtains the right to continue to use the contract software or changes or replaces it
to a reasonable extent.
Balluff shall only be liable for infringements of property rights if the contract software was used according to contract.
Balluff's liability is waived if the contract software is changed by the customer or third parties or is combined,
commissioned or used with programs or data not provided by Balluff or not approved in advance by Balluff in writing andclaims of third parties arise therefrom.
If any claims are asserted against Balluff, the customer shall indemnify Balluff therefrom upon the first request.
Claims exerted by the customer for compensation are subject to the limitations mentioned in clause 9.
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Liability
Balluff is liable for damages and compensation of futile expenses (hereinafter referred to as "damages") or defects withthe contract software or due to the infringement of other contractual or non-contractual obligations, in particular due totort, only in the case of intent or gross negligence. The foregoing limitation of liability shall not apply in the event of injury
to life, limb or health, the assumption of a guarantee or procurement risk, the breach of material contractual obligations
or liability under the Japanese Product Liability Act (Act No.85 of 1994).
Damages for material breach of contract are limited to compensation for typical contractual losses that Balluff had tohave foreseen as a possible consequence upon entering into the agreement due to circumstances known to Balluff,
except in cases of intent or gross negligence or injury to life, limb or health, assumption of a guarantee or procurement
risk or liability under the Japanese Product Liability Act (Act No.85 of 1994).
Typical, foreseeable losses within the meaning of Section 9.2 are:a) per case of damage: maximum losses in the amount of the net purchase price of the relevant individual contract.
b) per calendar year: maximum losses no more than the net sales amount at which the customer acquired softwarefrom Balluff in the previous calendar year. In the first contract year, maximum losses no more than the net sales
amount at which the customer acquired software from Balluff prior to the loss event.
In any case, contract typical, foreseeable losses within the meaning of Section 9.2 are not indirect losses (such as lossof profit or losses resulting from interruptions in production).
Irrespective of the foregoing provisions, when setting an amount which Balluff must pay the customer as damages, theeconomic circumstances of Balluff, type, scope, and duration of the business relationship, any causation and/or fault
contributions of the customer shall be taken into account in favor of Balluff in accordance with Article 418 of thestJapanese Civil Code (Act No.89 of 1896 Amendment of Act No.34 of 2018 effective 1 April 2020). Any compensatory
damages, costs, or expenses to be borne by Balluff must be proportional to the value of the contract software.
All limitations of liability shall apply to the same extent to vicarious agents.
Any changes in the burden of proof to the detriment of the customer are not associated with the above provisions.
Material breach of contract within the meaning of clauses 9.1 and 9.2 are those obligations whose fulfilment is essential
for the proper execution of the contract and on whose compliance the customer may rely.
Balluff shall only be liable for the recovery of data if the customer has taken all necessary and appropriate data backup
precautions and ensured that the data from data material which is held in machine-readable format can bereconstructed with reasonable efforts.
Term - Revocation - Termination - Expiration of right of use - Return
In the case of a Subscription License, unless otherwise specifically agreed, the contract shall commence upon thecommencement of the license and continue for twelve (12) months. In this case, the contract shall be automaticallyrenewed for a further year unless terminated by either party giving three (3) months’ notice prior to the expiry.
Balluff is entitled to revoke or terminate the rights of use for good cause at any time and without observing a period ofnotice. One such compelling reason is if the customer uses the contract software outside the extent permitted according
to these software conditions. In the case of a Subscription License, such compelling reason shall also exist for Balluff inparticular if the customer (a) is in arrears with the payment of the ongoing fee or a not inconsiderable part of the ongoingfee for two consecutive payment due dates or (b) is in arrears with the payment of the ongoing fees in an amount whichreaches two periodic ongoing fees in a period which extends over more than two payment due dates.
Balluff reserves the right to assert claims for damages. Statutory rights and claims shall remain unaffected.
Terminations and the revocation must be made in writing.
The customer's right of use in relation to the licensed contract software and the licensing documentation ends (a) upon
termination of the contract for any reason or (b) in the case of a replacement delivery, updates and upgrades. In thecase of lit. b, these software conditions apply to the replacement delivery, updates and upgrades.
When the customer's right of use ends, the customer shall delete or destroy all data carriers, copies of the contract
software including backup copies and the licensing documentation. The customer shall confirm such in writing to Balluff
without being asked, within two weeks of the date customer’s right of use ends.
Confidentiality
The contract software including Source Code (with the exception of any Open Source software components), thelicensing documentation and other materials, which Balluff has marked as "confidential" or are to be otherwise viewed
as confidential, are considered "confidential information" in accordance with these software conditions.
The customer undertakes to treat the confidential information in the strictest confidence and to not make it accessible tothird parties, unless this is necessary for exercising the rights granted to the customer in accordance with these software
conditions.
To protect the confidential information, the customer shall apply the same degree of care and diligence (but not lessthan a reasonable degree) as for its own confidential information.
The confidentiality obligations pursuant to this clause 11 shall not apply to informationa) which was already in the public domain or known to the general public or was state of the art at the time of theirnotification to the customer.
b) which was already known to the customer at the time of disclosure.
c) which has subsequently entered into the public domain or known to the general public or state of the art, without thecustomer being at fault.
d) which is disclosed or made accessible to the customer by an authorized third party.
e) in respect of which Balluff has given its prior written consent to the customer passing on, disclosing or making
accessible to third parties.
The burden of proof for the existence of an exception in the above sense rests with the customer.

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Export restrictions
The parties are aware that the contract software may be subject to export and import restrictions. In particular, there
may be licensing requirements or the use of the contract software or associated technologies abroad may be subject torestrictions. The customer shall observe the applicable export and import control regulations of the Federal Republic of
Germany, the European Union, Japan and the United States of America, as well as all other relevant regulations. The
performance of a contract by Balluff is subject to the proviso that no obstacles stand in the way of its fulfillment due tonational and international regulations of export and import law, as well as any other statutory regulations.
The customer undertakes not to transfer the contract software to a government authority for inspection of any grantingof rights of use or for a further official permit without the prior written consent of Balluff and not to export the contract
software to countries or natural or legal entities for whom export bans apply according to the corresponding export laws.
In addition, the customer is responsible for compliance with all applicable statutory regulations of the country in which
the customer's registered office is located, and other countries in relation to the use of the contract software by thecustomer and its associated companies.
Place of performance - Place of jurisdiction - Applicable law
The registered office of Balluff is deemed to be the place of performance for both parties for all rights and duties fromthese software conditions.
For any disputes relating to these terms and conditions, the Tokyo District Court is agreed as the sole place ofjurisdiction.
This contractual relationship shall be governed by the laws of Japan, excluding its conflict of law provisions. The
applicability of the UN Convention for Contracts for the International Sale of Goods (CISG) is excluded.

Balluff Co., Ltd.
3rd Floor, Kayabacho Daini Heiwa Building,
2-9-8 Nihonbashi-Kayabacho, Chuo-ku,
Tokyo, 103-0025 Japan
Phone +81 (0)3 5645 5880
info.jp@balluff.jp
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