Warranty & License Agreements
UNIVERSAL SYNAPTICS CORPORATION’S TEST SYSTEMS LIMITED WARRANTY
This Limited Warranty is applicable to the components defined in Table 1.
1. UNIVERSAL SYNAPTICS CORPORATION. (“USC”) warrants to the purchaser of this test equipment that it shall be free from defects in materials and workmanship under normal use and service for a period of one year from the date of receipt, unless separate warranty arrangements have been made in writing with the Customer. If purchased directly from USC or from an authorized USC Dealer, should the equipment prove defective by reason of improper workmanship and/or material:
a. Parts: Parts are warranted for a period of one year from the date of receipt. USC will repair or replace, at our option, any defective part without charge. Parts used for replacement may be replaced with those of like kind and quality and may be new or remanufactured. Parts used for replacement are warranted for the remainder of the original product warranty period.
b. Embedded Software: USC warrants that, with the exclusion of NODES™, all USC software incorporated into this test system (the “Embedded Software”) will perform in accordance with the functional description in all material respects, but USC does not warrant that the Embedded Software is error-free. USC also does not warrant that the Embedded Software will be compatible with products produced by any other manufacturer or with any upgrade to the Operating System or other manufacturer’s software. The limited warranty contained in this section shall continue for a period of time specified by the manufacturer’s warranty from the date of the original purchase. If, after notice within the warranty period, USC determines that the Embedded Software has failed to perform in accordance with such functional description in all material respects and if such failure is not due to accident, misuse, modification or misapplication of the Embedded Software, then USC shall modify or replace the nonconforming Embedded Software at no charge, which at USC’s sole discretion may be fulfilled by means of modification or replacement software either e-mailed or delivered on other media for Purchaser installation. The foregoing shall be USC’s sole obligation to you under this limited warranty. All rights under this limited warranty on the Embedded Software are also subject to your compliance with the terms of the Software License Agreement as shown below, applicable to this test system, and this limited warranty on the Embedded Software shall be null and void if the Embedded Software is modified or changed in any manner except as specifically authorized in writing by USC.
c. Labor. For certain items that are designed to be replaced by the purchaser, some Embedded Software, the consumer is solely responsible for any replacement labor. For all other hardware parts, USC will provide the labor for a warranty repair by USC without charge for a period of time specified by the manufacturer’s warranty from the date of the original purchase at retail.
d. Notice. To obtain warranty service, Purchaser must notify USC or its authorised dealer of any defect within the applicable warranty time period.
2. THIS LIMITED WARRANTY DOES NOT COVER:
a. Damage to the equipment or computer system used in association with this test system or any other product where such damage is caused by case entry, hardware/software modification, alteration, tampering, repairs to or service of the product by anyone.
b. Physical abuse to or misuse of the product (including any failure to carry out any maintenance as described in the supplied User Manual or any product damaged caused by excessive physical or electrical stress).
c. Any products with a serial number, tamper proof seal or any part thereof altered, defaced or removed; product used in any manner contrary to the supplied User Manual or freight damage.
d. Any damage caused by acts of God or other factors beyond the reasonable control of USC or their authorized dealer, such as power surge damage caused by electrical system or lightning, or set-ups, or any adjustments of User controls.
3. ANY EXPRESS WARRANTY NOT PROVIDED HEREIN, AND ANY REMEDY WHICH, BUT FOR THIS PROVISION, MIGHT ARISE BY IMPLICATION OR OPERATION OF LAW, IS HEREBY EXCLUDED AND DISCLAIMED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY LIMITED TO THE TERM OF THE WARRANTY.
4. UNDER NO CIRCUMSTANCES SHALL USC BE LIABLE TO PURCHASER OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, OR OTHERWISE.
5. BEFORE REQUESTING SERVICE, please review the supplied User Manual to ensure proper installation and correct customer application.
6. TO OBTAIN WARRANTY SERVICE: Contact the authorized USC dealer via the contact details stated in the supplied User Manual.
UNIVERSAL SYNAPTICS CORPORATION’S TEST EQUIPMENT SOFTWARE/HARDWARE END-USER LICENSE AGREEMENT FOR EMBEDDED SOFTWARE AND PROPRIETARY HARDWARE
IMPORTANT – READ CAREFULLY: This License Agreement is a legal agreement between you (either an individual or an entity – “Purchaser”) and Universal Synaptics Corporation (“USC”) for all software/firmware/hardware preinstalled and/or provided along with this test system, excluding the Controlling Computer, Instrument Card and NODES™ . By utilizing this test system, you agree to be bound by the terms of this License Agreement. The Software/Hardware is protected by United States copyright/patent laws and international treaty provisions, as well as other intellectual property laws and treaties. The Software/Firmware is licensed, not sold.
1. LICENSE GRANT. USC grants Purchaser a non-exclusive, non-transferable, limited right and license to use one copy of the Software/Firmware only with the USC test system model that is included in this owner’s guide.
2. RIGHTS AND LIMITATIONS.
a. Software Not for Resale. Purchaser may not resell or otherwise transfer for value the Software/Firmware, except in conjunction with a sale of the Hardware Equipment where the Software/Firmware has been preinstalled.
b. Prohibition on Reverse Engineering, Decompilation and Disassembly. The Software/Firmware/Hardware contains trade secrets or other proprietary material and to protect them, Purchaser may not reverse engineer, decompile, or disassemble, or otherwise reduce the Software/Firmware/Hardware to any human perceivable form, except to the extent that the foregoing restriction is expressly prohibited by applicable law.
c. Separation of Components. The Software/Firmware is licensed as a single product. Its component parts may not be separated for use on more than one piece of Test Equipment.
d. No Rental. Purchaser may not rent, lease, lend, or sublicense the Software/Hardware.
e. Trademarks. This License Agreement does not grant you any rights to any trademarks of USC.
3. VIOLATIONS. Purchaser understands that any use, copying, transfer, decompiling, reverse engineering of the Software/Firmware/Hardware, may subject purchaser to serious criminal and civil penalties including damages and an award of attorneys’ fees to USC in connection with any violation of this License. Purchaser further understand that you may be held legally responsible for any copyright infringement or other violation of intellectual property rights that is caused, encouraged, or induced by your failure to abide by the terms of the License. This license is effective until terminated, and will terminate immediately without notice from USC or judicial resolution if purchaser fails to comply with any provision of this License.
4. COPYRIGHT. All title and intellectual property rights in and to the Software/Firmware (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software), and any accompanying printed materials are owned by or licensed to USC. All title and intellectual property rights in and to the content which may be accessed through use of the Software/Firmware is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This License Agreement grants purchaser no rights to use such content, except that purchaser owns the media on which the Software is recorded. USC and its licensors retain ownership of the Software/Firmware itself. All rights not expressly granted are reserved by USC.
5. EXPORT RESTRICTIONS. Purchaser specifically agrees not to export the Software or Hardware/Equipment: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria, or to any National of any such country, wherever located, who intends to transmit or transport the Software or Hardware/Equipment back to such country; (ii) to any person or entity who purchaser knows or has reason to know will utilize the Software/Hardware in the design, development, or production of nuclear, chemical, or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. Purchaser warrants and represents that neither the BXA nor any other U.S. federal agency has suspended, revoked, or denied its export privileges.
6. DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE PROVIDED IN THIS LICENSE OR IN THE LIMITED WARRANTY APPLICABLE TO THE TEST EQUIPMENT, UNIVERSAL SYNAPTICS CORPORATION MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE EQUIPMENT AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT. ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED BY UNIVERSAL SYNAPTICS CORPORATION. IN NO EVENT SHALL UNIVERSAL SYNAPTICS CORPORATION BE LIABLE TO PURCHASER OR ANY THIRD PARTIES, IN CONTRACT, IN TORT OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE. BECAUSE SOME JURISDITIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY. UNIVERSAL SYNAPTICS CORPORATION SHALL NOT, UNDER ANY CIRCUMSTANCES BE LIABLE TO PURCHASER OR ANY THIRD PARTIES FOR ANY DAMAGES OF ANY NATURE, WHETHER INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS FOR LOST PROFITS, LOSS OF GOOD WILL OR EXPENDITURES MADE OR COMMITTED FOR IN RELIANCE ON THE CONTINUATION OF THIS LICENSE. PURCHASER AGREES THAT NEITHER UNIVERSAL SYNAPTICS CORPORATION’S BREACH OF THIS LICENSE NOR ITS FAILURE TO REPAIR A DEFECT, ERROR OR BUG SHALL CONSTITUTE A FAILURE OF THE ESSENTIAL PURPOSE OF THIS LICENSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO PURCHASER. UNIVERSAL SYNAPTICS CORPORATION’S liability to you for direct damages for any cause whatsoever and regardless of the form of the action, will be limited to the money paid by you for the Equipment (based on fair market value of the Equipment) that caused the damages.
8. GENERAL. This License Agreement will be governed by the laws of the State of Utah, USA.
COPERNICUS TECHNOLOGY LTD’S END-USER LICENCE AGREEMENT AND LIMITED WARRANTY FOR NODES™ SOFTWARE
1 INTRODUCTION
This Licence Agreement (“Agreement”) is an agreement between COPERNICUS TECHNOLOGY LIMITED of BIRCHFIELD HOUSE, URQUHART, ELGIN, MORAY, IV30 8LR, UK (“CTL”) and you as end-User of the Software Product (as defined below) which is the subject of this Agreement (“END USER”).
“Software Product” shall mean the Ncompass Operator Data Entry/Evaluation System (“NODES™”) and any related updates, including without limitation, computer software and, where applicable, associated media, printed materials, online and/or electronic documentation supplied to END USER by CTL.
1.1 IMPORTANT
Please read the Terms and Conditions of this Agreement carefully before downloading, installing or otherwise using the Software Product, as they contain important information about your rights and obligations and govern the use of the Software Product.
By downloading, installing or otherwise using the Software Product you agree to be bound by all of the terms and conditions of this Agreement as it may be modified and notified to you from time to time. Further, by accepting this Agreement you also represent and warrant that you are duly authorized to accept the terms and conditions of this Agreement on behalf of your employer.
2 LICENCE
Specific Conditions of use which apply to the type of licence you have acquired from CTL are:
2.1 Evaluation Licence Grant. If END USER has been provided with a copy of the Software Product for evaluation purposes, then subject to the terms and conditions of this Agreement (save for Clauses 2.2, 7 [and 8] below) it is hereby granted the non-exclusive, non-transferable right to install and use the Software Product on the following terms:
2.1.1 Installation is permitted either (i) on a single computer only (and not on a network or server) or (ii) on a single designated server being a single computer which provides shared services to multiple single computers linked to the server, subject to the number of concurrent users as agreed to by CTL in writing, as applicable. Further in each case set out in (i) and (ii) above, where such single computer or server is owned, leased or otherwise substantially controlled by END USER, for a term of 28 twenty eight) days from the date of installation of the Software Product (“Evaluation Period”). The Evaluation Licence shall terminate upon expiry of the Evaluation Period or earlier in accordance with Clause 7 below.
2.1.2 END USER shall use the Software Product strictly in a research environment, for the sole purpose of evaluating the suitability of the Software Product for END USER'S internal, end-use purposes (excluding the commercialisation of information technology products and/or services).
2.1.3 END USER shall not be permitted to make any copies of the Software Product for any purpose whatsoever.
2.1.4 The Software Product is provided "as is" without any warranty or condition of any kind, either express or implied, during the Evaluation Period. If the Software Product is not considered to be suitable, End User shall immediately un-install the Software Product and destroy all copies of the Software Product in its possession or under its control.
To the extent that the terms and conditions of the Evaluation Licence as set out in this Clause 2.1 conflict with the other terms and conditions of this Agreement, the terms set out in this Clause 2.1 shall prevail. PROVIDED THAT where it is permissible to do so all statutory imposed or implied terms of warranty or condition as to fitness for purpose and quality are excluded but for the avoidance of doubt, where (as is the case in countries comprising the European free trade area) it is not possible in all circumstances to exclude such obligations warranties or conditions (for example where personal injury or death results) then such implied terms are incorporated herein but not further or otherwise and Clauses 7 & 8 below shall be construed accordingly.
2.2 Standard Licence Grant. If END USER has been provided with a copy of the Software Product for purposes other than evaluation, END USER, subject to payment of a Licence Fee if applicable, is hereby granted by CTL, a non-exclusive, non-transferable Licence, for its internal, end-use purposes only (excluding the commercialisation of information technology products and/or services), in the ordinary course of END USER'S business upon the following terms and conditions:
2.2.1 In respect of a single User Licence, the right to install and use the Software Product on a single computer only (and not on a network or a server),
2.2.2 In respect of a server Licence the right, to install and use the Software Product on a single designated server, being a single computer which provides shared services to multiple single computers linked to the server, subject to the number of concurrent users designated in the applicable purchase order accepted by CTL, in each case where such single computer or server is owned, leased or otherwise substantially controlled by END USER.
2.2.3 In the event the END USER wishes to use this Software Product on more than one single computer, it must obtain either a CTL server Licence (in accordance with 2.2(a) above or a copy of the Software Product must be licensed from CTL (through the Distributor’s sub-licence if the sale is through an authorised Distributor) for each single computer upon which the Software Product is used.
2.2.4 END USER is permitted to make one copy of this Software Product into machine readable form for backup purposes only, provided always that it shall not copy the printed materials that are part of this Software Product. END USER must mark the backup copy media of the Software Product as "backup". The backup copy of the Software Product is subject to the provisions of this Agreement, and all titles, trademarks, copyright notices and other legends shall be reproduced in the backup copy.
3 RESTRICTIONS ON USE
3.1 END USER may not use or copy the Software Product, in whole or in part, except as expressly provided for in this Agreement.
3.2 END USER may not modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Software Product or otherwise attempt to:
3.2.1 Defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the software product including, without limitation, any such mechanism used to restrict or control the functionality of the software product; or
3.2.2 Derive the source code or the underlying ideas, algorithms, structure or organization form of the software product.
3.3 END USER WILL AT ALL TIMES, INCLUDING DURING AND AFTER THE TERM OF THIS LICENCE, KEEP THE SOFTWARE PRODUCT CONFIDENTIAL. END USER SHALL COMPLY WITH ALL APPLICABLE EXPORT LAWS AND REGULATIONS.
3.4 END USER SHALL NOT USE THE Software Product in any way other than in a manner specifically licensed under this Agreement.
4 OWNERSHIP & INTELLECTUAL PROPERTY RIGHTS
The copyright, patents, trademarks and all other intellectual property rights in the Software Product and related documentation are owned by and remain the property of CTL. All right, title and interest in and to the Software Product are and will remain vested in CTL. These rights are protected by national and other laws and international treaties. END USER acknowledges that no rights, licence or interest to any CTL trademarks or trade marks of any superior licensor are granted hereunder.
5 TERM OF LICENCE
This Agreement shall commence from the time END USER installs or commences usage of the Software Product, or otherwise expressly accepts the terms and conditions of this Agreement, and shall remain in effect until terminated in accordance with Clauses 6 and 7 below.
6 TERMINATION
This Licence will terminate automatically if END USER fails to comply with any term or condition of this Agreement including failure to pay any applicable Licence fee. END USER agrees upon termination of this Agreement for any reason to immediately un-install the Software Product and destroy all copies of the Software Product in its possession and/or under its control.
7 LIMITED WARRANTY
CTL warrant that, for a period of ninety (90) days from the date of delivery of the Software Product to END USER, the Software Product will perform in all material respects in accordance with the accompanying User Manual, and the media on which the Software Product resides will be free from defects in materials and workmanship under normal use. CTL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET END USER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. END USER MUST NOTIFY CTL IN WRITING OF ANY LIMITED WARRANTY CLAIMS WITHIN THE LIMITED WARRANTY PERIOD IN ACCORDANCE WITH THE PROCEDURE SET OUT IN THE USER MANUAL.
8 LIMITATION OF LIABILITY
8.1 CTL’S entire aggregate liability and END USER's exclusive remedy under the limited warranty provision shall be, at CTL's option, either:
8.1.1 Return of the price paid for the Software Product; or
8.1.2 Repair or replacement of the portions of the Software Product that do not comply with CTL's limited warranty.
8.2 This limited warranty shall not apply and CTL shall not have any liability if failure of the Software Product has resulted from:
8.2.1 Failure to use the software product in accordance with the then current User Manual supplied by CTL;
8.2.2 Accident, abuse, or misapplication;
8.2.3 Use in products or equipment not specified by CTL as being compatible with the Software Product;
8.2.4 If END USER has not notified CTL in writing of the defect within the above warranty period;
8.2.5 Failure to install any update provided by CTL or the distributor; or
8.2.6 Alleged errors or defects which are not reproducible by CTL.
Except and to the extent expressly provided in this clause and in clause 2 above, the Software Product is provided "as is" without any warranty or condition of any kind, either express or implied. Without limitation, to the fullest extent allowable by law, this exclusion of all other warranties or conditions extends to implied warranties or conditions of merchantable quality and fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade. The aggregate liability of CTL and/or the distributor, if any, arising out of or in any way related to this agreement or the subject matter hereof, is limited to direct money damages not to exceed the total of prior payments made by end User to CTL and/or to the distributor for the Software Product, or, at CTL's discretion, to replacement of the software product or equitable adjustment of the payments. Notwithstanding anything to the contrary contained herein, in no event shall CTL and/or the distributor be liable under any theory of contract, tort, strict liability or other legal or equitable theory for any indirect, consequential, special or incidental damages, even if CTL and/or any distributor has been advised of the possibility thereof including, without limitation, lost profits, lost business revenue, other economic loss or any loss of recorded data arising out of the use of or inability to use the software product or the cost of procuring substitute products or services.
9 GENERAL PROVISIONS
9.1 The limitations of liability and ownership rights of CTL contained herein and END USER's obligations following termination of this Agreement shall survive the termination of this Agreement for any reason.
9.2 END USER may not sub-license, assign, share, pledge, rent or transfer any of its rights under this Agreement in relation to the Software Product or any portion thereof including documentation.
9.3 No amendments or modifications may be made to this Agreement except in writing signed by both parties.
9.4 If one or more provisions of this Agreement are found to be invalid or unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect.
9.5 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and merges all prior communications except that a "hard-copy" form of licensing agreement relating to the Software Product previously agreed to in writing by CTL (1) and END USER (2) shall supersede and govern in the event of any conflicting provisions.
9.6 This Agreement shall be governed by and interpreted in accordance with the laws of Scotland. Any dispute or claims relating to this Agreement shall be subject to the exclusive jurisdiction of the Scottish Courts.
