TE Technology TC-720 - Manual (Page 6)

2.4 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF YOU TRANSFER POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY
WITHOUT WRITTEN CONSENT OF TE TECH, YOUR LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense, assign or transfer any of
the right, duties or obligations hereunder is void.
2.5 If the Licensed Software or associated documentation is provided to any U.S. Government entity, unit, or agency, the restrictions set forth at
section 52.227-19(c) (“Commercial computer software - restricted rights”) of the Federal Acquisition Regulations (FARs) shall apply. If the Licensed
Software or associated documentation is provided to the U.S. Government, Department of Defense (DOD), or any entity, unit, or agency thereof, the
restrictions set forth at section 252.227-7015 (“Technical Data -Commercial Items”) of the DOD FAR Supplement (DFARS) shall also apply.
2.6 For rights granted in this Agreement, Customer shall pay to TE TECH the then-current product price (license fee) for each copy of the Licensed
Software provided by TE TECH to Customer.
2.7 Customer shall pay all import duties and registration fees and all sales, use and excise taxes (and any other assessments in the nature of taxes
however designated) on the Licensed Software or its license to use the Licensed Software, or resulting from this Agreement, exclusive of taxes based on TE
TECH’s net income.
2.8 Customer acknowledges that the Licensed Software, including, without limitation, TE TECH logos, trademarks and all information contained
therein, is proprietary to TE TECH, is valuable, gives a competitive advantage to TE TECH, and could not, without significant expense and difficulty, be
obtained or duplicated by others who have not been able to acquire the same through means expressly authorized in this agreement. You agree that,
unless you first obtain the prior written consent of TE TECH ,or unless required by law, you shall not communicate or disclose, directly or indirectly, to any
person or firm, or use at any time, any of the TE TECH’s proprietary information, except as provided in this Agreement. The provisions of the section,
among certain others, shall survive the termination of this Agreement for whatever reason. The Licensed Software shall be and remain the exclusive
property of TE TECH.
3. WARRANTY
3.1 Only if Customer has purchased Designated Hardware (the purchase price of which automatically includes the license fee), TE TECH warrants
that the Application Software will be in substantial conformance with the specifications in the manual pertaining thereto as of the date of shipment by TE
TECH. If, within ninety (90) days of date of shipment, it is shown that the Application Software does not meet this warranty, TE TECH will, at its option,
either correct the defect or error in the Application Software, free of charge, or make available to Customer satisfactory substitute software, or, as a last
resort, return to Customer all payments made as license fees and terminate the license with respect to the Application Software affected. TE TECH does
not warrant that operation of the Application Software will be uninterrupted or error free or that it will meet Customer’s needs. All other portions of the
Licensed Software are provided “as is” without warranty of any kind.
3.2 TE TECH warrants that the media on which the Application Software is delivered will be free from defects in material or workmanship under
normal use and service for a period of ninety (90) days from the date of delivery. If any defects are discovered in the media is discovered and reported by
Customer within ninety (90) days after delivery TE TECH shall, at no cost to Customer, upon return of same to TE TECH, replace the media and deliver
(electronically) to Customer a new and complete copy of the Licensed Software.
3.3 Any modification to the Licensed Software by the Customer without the express written consent of TE TECH shall void the warranty.
3.4 THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE
WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE SHALL APPLY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNLESS CUSTOMER HAS PAID TE TECH A SEPARATE LICENSE FEE THEREFOR, TE TECH
MAKES NO WARRANTIES AS TO THE LICENSED SOFTWARE, WHICH IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR
IMPLIED.
4. LIMITATION OF LIABILITY
4.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
SHALL TE TECH OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS
OF PROFIT OR REVENUES, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THEREOF, OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED
EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF
CUSTOMER’S CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF TE TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.2 EXCEPT AS PROVIDED IN SECTION 5, INDEMNITY, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL TE TECH’S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM
THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE LICENSED SOFTWARE OR ANY PART THEREOF, OR FROM ANY SERVICE
FURNISHED HEREUNDER, EXCEED THE QUOTED CHARGES FOR THE LICENSED SOFTWARE. ANY SUCH LIABILITY SHALL TERMINATE UPON THE TERMINATION
OF THE WARRANTY PERIOD AS SET FORTH IN SECTION 3.
4.3 If TE TECH furnishes Customer with advice or other assistance which concerns Licensed Software or any portion thereof supplied hereunder or
any system or equipment on which any such software may be installed and which is not required pursuant to this Agreement the furnishing of such advice
or assistance will not subject TE TECH to any liability, whether in contract, warranty, tort (including negligence) or otherwise.
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