TE Technology TC-48-20 - Manual (Page 5)

5
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.