TE Technology TC-36-25-RS485 - Manual (Page 5)

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TE TECHNOLOGY, INC. (TE TECH)
License Agreement
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS PACKAGE OR SIGNIFYING YOUR ACCEPTANCE BY CLICKING THE APPROPRIATE DIALOG
BOX. OPENING THIS PACKAGE, CLICKING THE APPROPRIATE DIALOG BOX OR USING ANY PART OF THE SOFTWARE SIGNIFIES YOUR ACCEPTANCE OF (1) THESE TERMS AND
CONDITIONS FOR THE LICENSED SOFTWARE, AND (2) THE TERMS OF ACCEPTANCE OF TE TECH FOR ANY PRODUCTS PURCHASED FROM TE TECH. IF YOU DO NOT AGREE WITH
THEM, PROMPTLY RETURN THE PACKAGE UNOPENED AND UNUSED ALONG WITH ANY OTHER ITEM THAT WAS INCLUDED IN THE SAME PRODUCT NUMBER FOR FULL CREDIT.
You, as the Customer, agree as follows:
1.
DEFINITIONS
“Application Software” shall mean those portions of the Licensed Software created by TE TECH.
“Designated Hardware” shall mean the one (1) hardware device, purchased from TE TECH, upon which Customer shall run the Licensed Software.
“Licensed Software” shall mean the Application Software plus any other software supplied by TE TECH pursuant to this Agreement.
“Third Party Software” shall mean software owned or licensed by a third party, including but not limited to operating systems, that is embedded within the Licensed Software
or otherwise included with any product provided to Customer from TE TECH.
2.
LICENSE
2.1
Except as provided in section 2.2 below, you are granted only a personal, non‐transferable, nonexclusive license to use the Licensed Software only on the
Designated Hardware. You may copy the Licensed Software into machine readable form for backup purposes or to support your use of the Licensed Software on the
Designated Hardware. No other copies shall be made unless authorized in writing by TE TECH. You may not (i) reverse engineer, decompile, or disassemble the Licensed
Software (except to the extent such foregoing restriction is expressly prohibited by applicable law); (ii) sub‐license, lease, or rent the Licensed Software; (iii) distribute in part,
modify, or create derivatives of the Licensed Software; (iv) amend, modify, or supplement Licensed Software with any additional code except for the purpose of further
configuring the Licensed Software for use with Designated Hardware; or (v) directly or indirectly, export, re‐export, download, or ship the Licensed Software in violation of the
laws and regulations of the U.S. The Licensed Software, comprising proprietary trade secret information of TE TECH and/or its Licensor’s, shall be held in confidence by
Customer and protected from disclosure to third parties. No title to the intellectual property is transferred, You must reproduce and include all applicable copyright notices on
any copy. Licensed Software shall not be copied, reproduced, or used for any other purpose outside of operation of the TE TECH hardware, and shall not be used on any other
piece of hardware other than the TE TECH hardware with, or for, which it was provided. Notwithstanding the foregoing, in the event that you download the Licensed Software
from the internet without purchasing Designated Hardware, the Licensed Software may only be used for evaluation purposes and must be deleted (including all copies) within
fifteen (15) days of downloading. You may not use the Licensed Software with any other equipment other than the Designated Hardware without prior written approval from
TE TECH. If no operating system software is included in the software provided under this Agreement, you must make provision for any required operating system software
licenses. At its option, TE TECH may, upon request, provide the source code for the Licensed Software. The limited warranty provided in section 3 below shall be null and void
immediately upon TE TECH providing the source code, or any portion thereof, to you.
2.2
If you are an authorized TE TECH distributor or an Original Equipment Manufacturer who incorporates the Licensed Software into your equipment for sale to an
end user, or you use the Licensed Software to create redistributables, you may transfer the Licensed Software to an end user provided that the end user agrees to be bound
by the provisions of this Agreement. You shall use your best efforts to enforce your agreement with customers made in accordance with this Section 2.2 and shall promptly
report any violation or suspected violation to TE TECH. In the event that your customer violates any portion of this agreement, you agree to defend, hold harmless and
indemnify TE TECH from any and all such claims. TE TECH may, at its option, bring suit against your customer to enforce the terms of this agreement, TE TECH’s costs and
expenses incurred as a result of such action (including reasonable attorneys’ fees) shall be your responsibility.
2.3
The Licensed Software may include Third Party Software licensed to TE TECH. Customer hereby acknowledges and agrees that any Third Party Software provided
by TE TECH to Customer hereunder (a) shall not be modified and shall be used and/or used and redistributed or resold (to the extent permitted under Section 2.2) only
embedded within the TE TECH hardware product as provided by TE TECH, (b) shall always contain and only be redistributed (to the extent permitted under Section 2.2) with
all proprietary markings present as provided to Customer hereunder and under the same terms and conditions as set forth in this Agreement. All rights and benefits afforded
to TE TECH under this Agreement shall apply equally to the owner of the Third Party Software (the “Third Party”) and its licensors with respect to the Third Party Software. The
Third Party and its licensors are intended third party beneficiaries of this Agreement, and the provisions of this Agreement relating to the Licensed Software, as the same
incorporate the Third Party Software, are made expressly for the benefit of, and are enforceable by, the Third Party and its licensors. The Third Party and its licensors retain
ownership of all copies of the Third Party Software. Unless a pass‐through warranty covering the Third Party Software is extended directly to you by the Third Party, all
Third Party Software is provided “AS IS” without warranty of any kind, and each Third Party and its licensors disclaim all warranties, either express or implied, including
but not limited to the implied warranties of merchantability, title, non‐infringement or fitness for a particular purpose with regard to the Third Party Software. The Third
Party shall not have any liability for special, indirect, punitive, incidental or consequential damages.
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