Digi-Star AGCO - White 8816 - Manual (Page 14)

License Agreement
12 AGCO – White – 8800/8500 Series D3879-US – Rev B
LICENSE AGREEMENT
IMPORTANT NOTICE: Acceptance and use of the enclosed electronic scale products (hereinafter referred to as
“Purchased Product”) constitutes your agreement to the following terms and conditions. Please carefully read the
following terms and conditions before using or reselling the Purchased Product.
1. Limited License. Digi-Star, LLC, a Wisconsin limited liability company
(“Owner”) is the owner of the following U.S. Patents related to grain
drills: 6,732,667, 7,059,258, 7,273,017, 7,357,087, 7,448,335,
7,523,710 and any other patents which result from continuation
applications thereof (“Patents”). Owner hereby grants to the customer
(“Customer”) a non-exclusive, non-transferable, revocable, limited
license to use the technology described in the Patents to use the
Purchased Product to assemble a seed planter product covered by the
Patents (“Licensed Product”), and to sell and offer for sale one (1) unit
of the Licensed Product in accordance with the terms and conditions set
forth herein. Alternatively, Customer may resell the Purchased Product
to another entity for the purpose of that entity assembling one (1) unit of
a Licensed Product under a permitted sublicense from the Customer
with the same terms as this Agreement. If Customer would like to
assemble, use, sell or offer for sale more than one (1) Licensed Product,
or resell more than one (1) Purchased Product, Customer understands
and agrees that it must purchase another Purchased Product from Owner
or acquire a separate license by requesting and purchasing another unit
of the same SKU number that resulted in this purchase.
2. Acceptance of Terms and Conditions. Customer warrants that it has the
authority to enter into this binding agreement. If Customer does not
accept the terms and conditions, Customer shall not use the Purchased
Product. Customer understands and agrees that if it uses the Purchased
Product as permitted herein, it will be deemed to have accepted these
terms and conditions and they shall become a binding agreement.
3. Limitations on Use. Customer agrees that it will use the Licensed
Product only as expressly authorized in this Agreement, and that any
use not expressly authorized in this Agreement is prohibited. Customer
agrees that it will not: (i) loan, rent, lease, assign, sublicense, distribute
or otherwise transfer its rights under this Agreement to a third party,
other than to resell the Purchased Product to another entity for the
purpose of that entity assembling one unit of a Licensed Product; (ii)
copy or reproduce the Licensed Product; or (iii) grant any sublicenses
other than to an end user of the Licensed Product, or to another entity for
the purpose of that entity assembling one unit of a Licensed Product.
Customer agrees to use reasonable efforts to prevent any unauthorized
use or copying of the Licensed Product and will notify Owner
immediately upon learning of any such unauthorized use or copying.
Customer’s obligations under this section shall survive any termination
of this Agreement or the license granted hereunder. Any unauthorized
use of the Licensed Product will result in, among other things, the
immediate termination of this license.
4. Ownership of Proprietary Rights. Customer acknowledges that the
Licensed Product is covered intellectual and/or proprietary rights, and
that all such intellectual and proprietary rights are owned by Owner.
Customer hereby acknowledges that it has no rights in the
foregoing except as expressly granted herein.
5. NO WARRANTY. Customer agrees to fully test and evaluate
the Purchased Product and Customer acknowledges and agrees
that Owner will not assume any product liability or any other
liability for the Purchased Product or the Licensed Product. The
Purchased Product is furnished to Customer “AS IS.” Except as
otherwise provided by separate documentation , OWNER
MAKES NO WARRANTIES, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE PURCHASED
PRODUCT. Customer agrees that Owner shall have no liability
resulting from Customer’s use of the Purchased Product for any
indirect damages including consequential, incidental or special
damages for loss of profit, good will or otherwise. Customer
shall indemnify and hold Owner harmless from any and all
losses, expenses, damages, costs or expenses of any kind,
including but not limited to reasonable attorneys’ fees, incurred
by Owner resulting from Customer’s use of the Purchased
Product. NO ORAL OR WRITTEN STATEMENTS MADE BY
OWNER OR ITS EMPLOYEES INCLUDING BUT NOT
LIMITED TO STATEMENTS REGARDING CAPACITY,
SUITABILITY FOR USE, OR PERFORMANCE OF THE
PURCHASED PRODUCT SHALL BE DEEMED A
WARRANTY OR REPRESENTATION BY OWNER FOR
ANY PURPOSE NOR GIVE RISE TO ANY LIABILITY OR
OBLIGATION OF OWNER.
6. Remedies for Violations . Owner reserves the right to seek all
remedies available at law and in equity for violations of this
Agreement, including but not limited to the right to recover the
Licensed Product.
7. Fees. In consideration for the rights granted under this
Agreement, Customer has paid a license fee that was included in
the amount invoiced to the Customer for the sale of the
Purchased Product.
8. Entire Agreement. Except as expressly stated herein to the
contrary, this Agreement constitutes the entire agreement
between the parties regarding the subject matter hereof, and no
verbal or written prior statements or representations of any sort
made by any party shall be effective or valid for any purpose
whatsoever. This Agreement may be amended only upon the
mutual consent of all parties in writing.
9. Severability. If any provision of this Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby. The failure of any party to
enforce any provision of this Agreement shall not be considered
a waiver thereof, nor shall such failure prevent the future
enforcement of any such provision.
10. Governing Law. This Agreement and the relationship between
the parties shall be governed in all respects by the laws of the
State of Wisconsin and the United States of America. The
parties consent to the jurisdiction and venue of the Wisconsin
and United States courts located in Wisconsin for resolution of
any dispute under to this Agreement.
Use or sale of the Licensed Product or of Purchased Product shall bind Customer to all terms and
conditions herein without the necessity of signatures on this Agreement.