Digi-Star Landoll 5210 - Manual (Page 16)

License Agreement
14 Landoll 5210 Grain Drill Scale Kit D3949-US-Rev A
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.