Appendix B
Operator’s Manual, RAMP
®
Reader
50
Upon return of the Recalled Product to the distributor (or Response if purchased directly), the purchaser’s sole and exclusive
remedy, and Response’s sole obligation will be to, at Response’s option repair the Recalled Product or replace the Recalled
Product with a an equivalent Response product (if available) of equal or lesser value. Failure to return the Recalled Product
may result in Response, at their sole discretion, deciding not to repair or replace the Recalled Product.
End User License Agreement
Subject to the terms and conditions of this Agreement, Response grants to the purchaser a limited, non-exclusive license to
use RAMP
®
for its intended purpose, and to use the Reader Software solely as preinstalled on the Reader. The Reader
Software is referred to as “Software”. This license may be terminated by Response effective upon notice to the purchaser if the
purchaser fails to pay in full all fees for RAMP
®
. Response reserves all rights not expressly granted to the purchaser in this
Agreement, including all proprietary rights in and to all designs and other technology and information pertaining to RAMP
®
.
Response further retains all right, title, and interest, including all intellectual property rights, in and to the Software. The
Software is licensed, not sold, to the purchaser by Response and its suppliers. The purchaser will not have any rights in or to
the Software except as expressly granted in this Agreement. The limited end user license granted hereunder is not transferable
and is limited to the purchaser of RAMP
®
from Response or its duly authorized distributor, except that this end user license
may be transferred together with the permanent transfer of RAMP
®
and associated documentation so long as (a) the purchaser
does not retain any copies of the Software, (b) the transferee agrees to be bound by the terms and conditions of this
Agreement, and (c) the purchaser provides Response with written notice of the transfer within thirty (30) days of the transfer
date. Except as expressly provided in this Agreement, the purchaser will have no right to, and specifically agree not to, (i)
disassemble, reverse engineer, decompile, decrypt, or otherwise reduce RAMP
®
or the Software to a human perceivable form
to gain access to trade secrets or confidential information in RAMP
®
or the Software (except to the extent that such restrictions
are prohibited by applicable law); (ii) modify or adapt or otherwise make error corrections to RAMP
®
or the Software or create
derivative works based upon RAMP
®
or the Software, or permit third parties to do the same; (iii) make or distribute any copies
of RAMP
®
or the Software; and (iv) use the Reader Software except as embedded or preinstalled on the Reader.
Software Updates
Response may, in its sole discretion, provide replacements, updates, modifications, or bug fixes for the Software to the
purchaser or a transferee (“
Software Updates
”). Each Software Update is provided “as is” with no warranty of any kind.
Software Updates will be deemed part of the Software solely for purposes of the sections of this Agreement entitled LIABILITY
LIMITATIONS and END USER LICENSE AGREEMENT.
Feedback
Any materials, including but not limited to feedback, comments, suggestions, or identifying potential errors, improvements,
ideas or other information provided by you in the form of email or other submissions to Response (collectively “
Feedback
”), are
non-confidential and you hereby grant to Response and its subsidiaries and affiliates a nonexclusive, royalty-free, perpetual,
irrevocable, and sublicensable right to use your Feedback for any purpose without compensation or attribution to you.
Governing Law
This Agreement is governed solely by the laws of the Province of British Columbia, Canada and applicable federal laws of
Canada, and expressly excludes the United Nations Convention for the International Sale of Goods, and any rules of private
international law or conflict of laws which would lead to the application of any other laws. Any dispute arising from, connected
with or relating to this Agreement will be resolved by the courts of British Columbia, Canada and the parties hereby irrevocably
submit and attorn to the original and exclusive jurisdiction of those courts in respect to such matters. This Agreement is in the
English language. In the event this Agreement is translated into any other language and any inconsistency or contradiction in
meaning or interpretation results wherefrom, the English language version shall prevail and be controlling as between
Response and the purchaser. This Agreement constitutes the sole and exclusive agreement between the parties regarding
RAMP
®
and the Software. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement
will continue in full force and effect.
