| Contained within this Agreement are
the terms and conditions of the membership of MECHATROLINK Members
Association (hereinafter referred to as the Association), the
rights and obligations of the Association members (hereinafter
referred to as Members), and the management of the Association. |
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Article 1. Objectives and Principles of the
Association
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The Association shall consist of the
MECHATROLINK product developers and users to promote the use of
MECHATROLINK technology worldwide. All Members will promote construction
of the motion field network MECHATROLINK family over a wide range. |
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| Article 2. Scope of This Agreement |
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1. |
This Agreement applies to any Members who receive
MECHATROLINK Technology (as defined in Articles 7 in this Agreement)
from the Association and implement said MECHATROLINK Technology.
Implementation refers to the development, designing, trial production,
manufacturing, testing, or sales of the MECHATROLINK products
using the said MECHATROLINK Technology. In this Agreement, MECHATROLINK
refers to MECHATROLINK communications of every generation. |
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2. |
This Agreement applies to all Members of four Membership
categories (registered members, regular members, executive members,
and board members) specified in Attachment 1. The registered members
are authorized to read the specifications and attend explanatory
meetings (charged), but have no right to develop or sell the products. |
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3. |
The term of one year in this Agreement starts on
April 1st and ends on March 31st of the succeeding year. |
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4. |
Any modifications to this Agreement shall be executed
upon the approval of the Executive Committee. |
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5. |
This Agreement shall apply to Members from October
1st, 2005. |
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| Article 3. Membership Requirements |
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Members are limited to firms and corporations. The
Association is not open to individuals except for those who receive
special approval from the Association. |
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| Article 4. Membership Application and Modification
Process |
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Use the MECHATROLINK Association Membership Application
Form (Form 1) prepared by the Association. Once the application
is received and approved by the Association, the Association will
issue a Certificate of Membership.
If any change or modification occurs in the contents of the said
application form, the Member agrees to inform said change or modification
to the Association without delay using the MECHATROLINK Association
Membership Application Form (Form1)
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| Article 5. Membership Validity and Termination
by Member's Request |
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1. |
The Membership is valid from the effective date
of the Membership Registration Certificate until March 31st of
the then-current term. The term of the Membership shall automatically
be renewed for the succeeding term of one year unless a Member
notifies of intent not to renew the then-current term at least
three months prior to termination of the then-current term. |
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2. |
The notification by Member not to renew the then-current
term is validated by a written notice to the Association at least
three months prior to termination of the then-current term. The
annual fee that was already paid to the Association is non-refundable. |
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3. |
5-3. Regardless of the reason for termination of
Membership, Articles 9-1, 9-2, 12, 13-2, 13-3, 14, 15, and 16
shall continue to be binding and survive termination of this Agreement. |
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| Article 6. Membership Termination |
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If a Member commits any of the following breaches,
Membership shall be terminated. In such case, the annual fee that
was paid to the Association is non-refundable. |
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Any breach of the provisions under this Agreement |
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Any false declaration on the application form |
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| Article 7. Rights of Member |
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1. |
The regular members, the exclusive members, and
the board members shall have the rights to develop, manufacture,
and sell the MECHATROLINK connected products. |
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2. |
Members shall have the right to receive
free of charge from the Association a copy of the MECHATROLINK
Specifications (hereinafter referred to as the Specifications)
that contain MECHATROLINK Technology. |
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3. |
Members shall have the right to use
(the right to use and exercise) the Specifications and related
technical information disclosed by the Association under the terms
and conditions of this Agreement. However, this right shall not
entitle Members to share the received MECHATROLINK Technology
with any third party. |
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4. |
The regular members, the exclusive
members, and the board members who are approved under Article
9-3 of this Agreement to sell their MECHATROLINK products may
use the MECHATROLINK logo free of charge to indicate that the
said products support MECHATROLINK. Such Members shall bear responsibility
for the performance and quality of their MECHATROLINK products.
Hereby, Members agree not to cause any misunderstanding in the
warranty coverage when using the MECHATROLINK logo. |
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5. |
Any Member is allowed to print or post
free of charge information, such as the name and specifications
on the MECHATROLINK products developed, manufactured, or sold
by the Member in the MECHATROLINK-related product catalog or homepage.
The methods, limits, and period of publication or display shall
be determined by the Association. |
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| Article 8. Revocation of Rights by Membership
Cancellation |
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After termination of Membership by a
request from the Member or under Article 6 of this Agreement,
or modification of member status to the registered member, the
rights set forth in Article 7 shall be revoked immediately. The
following rights, however, shall be binding and survive termination
of this Agreement. |
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Sale of the products remaining
in stock at the time of the termination of Membership or the modification
of member status to the registered member |
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Use of the MECHATROLINK logo on the products
that are already being manufactured or sold at the time of the
termination of Membership or the modification of member status
to the registered member
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| Article 9. Obligations of Member |
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1. Confidentiality |
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1) |
Members shall not disclose, divulge,
or provide to a third party who is a non-Member by any means any
and all MECHATROLINK Technology provided or disclosed by the Association.
Orally disclosed information, which is explicitly known to be
confidential information on its disclosure, shall be documented
by the Association within thirty (30) days after disclosure. Further,
Members shall only disclose MECHATROLINK Technology to their employees
on a need-to-know basis. If required for the purpose of development,
manufacture, of sale of MECHATROLINK products by the Member, however,
the Member may disclose the MECHATROLINK Technology to a relevant
third party, such as the company's subcontracted manufacturer,
upon prior permission with Approval for Request of Secondary Disclosure
from the Association. In such cases, the Member and relevant third
party are equally bound by the obligations under Article 9-1 and
9-2 of this Agreement, and the Member shall share equal responsibility
for any misconduct of the said third party. |
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2) |
The foregoing restrictions
will not apply to the information under any of the following conditions: |
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The Member can prove that the information had
been in the possession of the Member at the time it was disclosed
or provided by the Association
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The disclosed or provided information had been
publicly known.
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The information becomes a part of the public
domain after its disclosure to the Member through no fault of
the Member.
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The technology was rightfully acquired free
of any obligation of confidence subsequent to the time it was
disclosed or provided by the Association.
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The Member can prove with written evidence that
the information was developed by the Member independently of
and without reference to any information disclosed or provided
by the Association.
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2. Use of MECHATROLINK Technology |
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1) |
Members are permitted to use MECHATROLINK Technology
solely for incorporation in MECHATROLINK products to be used
with MECHATROLINK.
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2) |
Members shall obtain prior authorization from
the Association before duplicating, altering, or modifying any
MECHATROLINK Technology, including the hardware and software.
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3) |
Members are permitted to use the name MECHATROLINK
in catalogs, manuals, Internet websites or other media created
by themselves.
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4) |
Members are prohibited from conduct such as
assigning, subleasing, or providing as collateral, in whole
or in part, the rights licensed by the Association under the
terms and conditions of this Agreement to any third party.
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3. Compliance Certification Test |
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1)
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Members must pass the compliance test and obtain
certification from the Association before introducing a MECHATROLINK
compatible product developed using MECHATROLINK Technology to
the market.
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2)
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When the Association judges from the results
of the compliance test the developed product to be complied
with the MECHATROLINK common specifications, the Association
will issue a Certificate of Compliance to the Member and grant
the use of the MECHATROLINK logo on the compliant product.
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3)
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When the Association judges from the results
of the compliance test the developed product did not comply
with the MECHATROLINK common specifications, the Association
will waive the first re-testing cost for the said product.
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4)
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Regardless of the results of the compliance
test, the Association shall report the test results to the concerned
Member in writing or other visible format.
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5)
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Members agree to submit the Association a specified
application form with all required documents attached for each
request of the compliance test including the re-test.
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6)
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The Compliance Certification Test is conducted
by the Association to verify that the products developed by
Members comply with the MECHATROLINK common specifications stipulated
by the Association. The Certificate of Compliance issued by
the Association does not guarantee the performance and quality
of the said products.
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| Article 10. Management |
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1. Organization |
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The Association shall have a Chairman, General
Meetings, Executive Committee, and Secretariat.
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2. Chairman
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The Chairman represents the Association and
supervises the activities of the Association.
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1) |
A Chairman's term of office
shall be two years, however, the Chairman may hold the office
for another term. |
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2)
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Whenever the office of the Chairman shall become
vacant, the Chairman shall appoint a Member to assume the duties
of the Chairman until a successor shall be decided.
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3. General Meetings
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There shall be an ordinary general meeting
and extraordinary general meeting. These meetings shall be open
to the regular members, the exclusive members, and the board members. |
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1)
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An ordinary general meeting shall be held annually
after the end of the term of one year, for which prior notice
shall be given to the regular members, the exclusive members,
and the board members.
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2)
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The Chairman and the General Secretary may
call an extraordinary general meeting as deemed necessary.
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3)
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General meetings shall be called and held by
the Chairman.
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4)
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The resolutions of the Executive Committee may
be reported to Members at a general meeting.
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4. Executive Committee |
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1) |
The Executive Committee is the legislative
body of the Association to assist in the smooth operation of
the Association.
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2) |
The Executive Committee shall consist of the
board members and the leaders of subcommittees.
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3) |
A President shall be selected from among the
board members. The President represents and superintends the
Executive Committee.
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4) |
APresident's term of office is two years, however,
the President may hold the office for another term.
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5) |
The President and the General Secretary may
call the Executive Committee as deemed necessary.
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6) |
A quorum for the Executive Committee meeting
shall require the presence of two thirds (2/3) of the board
members (including proxies). All resolutions of the Committee
shall be adopted by the affirmative vote of more than fifty
(50) percent of the presences and proxies.
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7) |
The following matters shall be approved by the
resolution of the Executive Committee. All the resolutions shall
be reported to Members at a general meeting.
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* |
Planning and reporting the activities of the
Association
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Statement of budget and accounts of the Association
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Items important on management of the Association
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Vote for New members of the Executive Committee
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Establishment of subcommittees
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8) |
The President shall not have the right to vote
unless the representative of board members serves as the President.
The General Secretary may have the tie breaking right to vote
if the vote was 50-50.
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5. Secretariat |
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1)
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The secretariat of the Association shall be
located at 480 Kamifujisawa, Iruma, Saitama, Japan, and in charge
of administering operations of the Association.
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2)
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The secretariat carries out the following technical
activities.
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Formulation and archiving of specifications
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Study and investigation on various technical
subjects
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Coordination of individual working group
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Publication of technical documents
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3)
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The secretariat carries out the following works
to support venders and users.
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Planning and management for presentations to
exhibitions
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Planning and management of various seminars
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Distribution of information through home page
and internet
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Creation and distribution of the MECHATROLINK
product catalogs of each vendor
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Support for development of MECHATROLINK products
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Practice of compliance certification test
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Reception of applications for membership
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| Article 11. Fees and Payments |
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1. Admission Fee |
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None
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2. Annual Fee |
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The annual fee differs depending on the four
membership categories. Each annual fee is specified in Attachment
1.
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1)
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Initial Term of Membership |
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A member agrees to pay the applicable
initial term member fee due under the invoice issued by the Association: |
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*
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A member whose Membership
Registration Certificate was issued between April and September:
Shall pay the full amount of the annual fee set forth in Attachment
1 to the Association within one month from the effective date
of the Membership Registration Certificate. |
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*
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A member whose Membership
Registration Certificate was issued between October and March:
Shall pay half of the annual fee set forth in Attachment 1 to
the Association within one month from the effective date of the
Membership Registration Certificate. |
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2)
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Successive One-year Terms of Membership |
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Members agree to pay the full amount
of the annual member fee set forth in Attachment 1 and due under
the invoice issued by the Association in the first month of the
then-current term. |
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3. Compliance Certification Test Cost
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Members agree to pay the full amount of the
compliance certification test cost (set forth in Attachment
1) due under the invoice issued by the Association within one
month after reception of the acceptance of the certification
test application.
The cost for re-testing the product that was rejected once will
not be charged.
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4. Payment Method |
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Members shall pay the annual
fees and certification test cost to the following bank account.
<Account>
Mizuho Corporate Bank, Shintokorozawa Banking Division
Account Number: 4150148
Account Name: MECHATROLINK MEMBERS ASSOCIATION |
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| Article 12. Industrial Property Rights |
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Members shall notify the Association, without delay,
of the details of any new invention, design, or other creation
based on the MECHATROLINK Technology provided by the Association
and shall consult with the Association regarding industrial property
rights related to the said creation, including its application. |
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| Article 13. Warranties |
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1.
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The Association shall provide
Members with a copy of the latest specifications in possession
of the Association as they are. |
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2.
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Members shall use MECHATROLINK
Technology at their own risk, without causing any damage to the
Association.
The Association shall not be liable in any way whatsoever for
the performance, quality, safety, or technical or economic issues
(e.g., manufacturing liability) related to MECHATROLINK products
developed and manufactured by Members. Any problem caused by the
disclosed MECHATROLINK Technology itself whenever any such may
occur shall be disclosed without delay and discussed by the Members
and the Association. |
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3.
|
Members whose MECHATROLINK
products and/or materials (catalogs, product manuals, and Internet
websites) related to the said products violate the intellectual
property rights or other rights of a third party and cause or
might cause a dispute with the said third party, shall resolve
the dispute at their own risk and cost. The Association will cooperate
with Members where possible, if it deems such assistance to be
necessary. |
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| Article 14. Certificate of Membership |
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The mail containing the Member Registration
Notification constitutes the Certificate of Membership. Each
Member shall be responsible for managing his own ID numbers,
vendor names, and vendor number provided in the Member Registration
Notification. The ID number, vendor name, and vendor number
are required for member identification when making inquires,
and must not be misused or used illegally by a third party.
The Association shall not be liable in any way whatsoever for
any incorrect use or illegal use by a third party of the ID
number, vendor name, and vendor number.
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| Article 15. Jurisdiction |
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The Tokyo District Court shall have
exclusive jurisdiction over any lawsuit in connection with this
Agreement. |
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Article 16. Agenda
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Any issues not specified in this Agreement,
any objections regarding the terms and conditions of this Agreement,
or any revision of this Agreement shall be resolved in good faith
through consultation between the Association and Members. |
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Article 17. Inquiries
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Inquiries to the Association shall be
sent to MECHATROLINK
Members Association |
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Formulated
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October 1st, 2005
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1st revision
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November 11th, 2005
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2nd revision
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November 22nd, 2005
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3rd revision
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March 1st, 2008
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4th revision
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July 1st, 2008
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Attachment 1 : MECHATROLINK Membership Association Membership
tax excluded
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