Biotechne ProteinSimple Peggy Sue, User Manual

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Legal Notices page 83
Sally Sue and Peggy Sue User Guide
be encountered while servicing the Licensed Software. Customer may contact Company via telephone at 1-888-607-9692 or e-mail at
support@proteinsimple.com during the hours of 8 a.m. (Pacific Time) and 5 p.m. (Pacific Time) Monday through Friday, excluding
holidays, to report any Error. A list of standard holidays will be provided to Customer upon request. Company shall have the right to
determine in its sole discretion what corrective action Company will perform to support the Licensed Software. Company may
subcontract the Services to a third party contractor provided that Company will be responsible for the third party contractor's
compliance with this Agreement.
3.3 Service Exclusions. Company will not be obligated to provide the Services if (a) Company determines that an Error is caused by
malfunction of any hardware (other than malfunction of the System) or third party software used with the Licensed Software; or (b)
Customer has failed to incorporate the latest Update previously released to Customer.
4. Warranty
4.1 Licensed Software Warranty. Company warrants that the Licensed Software, as properly installed, and under normal use, will
perform substantially in accordance with its Documentation during the Warranty Period. The “Warranty Period” for the Licensed
Software begins on date Customer downloads the Licensed Software and ends twelve (12) months thereafter.
4.2 Remedy. If Customer notifies Company in writing during the Warranty Period of an Error, Company will, at its expense and as its sole
obligation for any breach of the foregoing warranty, use commercially reasonable efforts to correct the Error or replace the Licensed
Software. Any Error correction or replacement of the Licensed Software will not extend the original Warranty Period. The warranty and
the remedies provided above will not apply to the Licensed Software if (a) Company determines that an Error is caused by accident,
abuse, misuse, negligence, fire, earthquake, flood, other force majeure event, failure of electrical power, the use of unauthorized
products, or unauthorized repairs or modifications; (b) Company determines that an Error is caused during or as a result of delivery; (c)
a problem arises from or is based on Company's compliance with Customer's specifications; or (d) Company determines that an Error
is caused by malfunction of any hardware (other than malfunction of the System) or third party software used with the Licensed
Software.
4.3 Disclaimer. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NONINFRINGEMENT.
5. Limitation of Liability. NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER
OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER
THEORY (A) FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF
REVENUES AND LOSS OF PROFITS. COMPANY'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE GREATER OF FIVE
HUNDRED DOLLARS ($500.00).
6. Term and Termination
6.1 Term of Agreement. The Agreement is effective on the date Customer downloads the Licensed Software and shall remain in effect
until terminated by either party as provided in this section.
6.2 Termination For Material Breach. Either party may terminate this Agreement upon written notice if the other party materially
breaches this Agreement and fails to cure such breach within thirty (30) calendar days following receipt of written notice from the
other party specifying the breach in detail. Notwithstanding the foregoing, Company may immediately terminate this Agreement and
all licenses granted hereunder if Customer breaches Section 2 (License and Restrictions) hereof or upon termination of the System
Quotation. The foregoing rights of termination are in addition to any other rights and remedies provided in this Agreement or by law.
6.3 Effect of Termination. Upon termination of this Agreement (or termination or expiration of any license granted hereunder), all rights
of Customer to use the Licensed Software and Documentation will cease and (a) all license rights granted under this Agreement will
immediately terminate and Customer shall promptly stop all use of the Licensed Software and Documentation; (b) all Services will
terminate immediately; (c) Customer shall promptly erase all copies of the Licensed Software from Customer's computers, and destroy
all copies of the Licensed Software and Documentation on tangible media in Customer's possession or control or return such copies
to Company; and (d) upon request by Company, Customer shall certify in writing to Company that it has returned or destroyed such
Licensed Software and Documentation. The parties' rights and obligations under Sections 1 (Definitions), 2.4 (Ownership), 4.3
(Disclaimer), 5 (Limitation of Liability), 6 (Term and Termination), and 7 (General) shall survive termination of this Agreement.
7. General