License and Sales Agreement ··· 45
License and Sales Agreement
YOU WILL NOT BE ABLE TO INSTALL AND USE THIS PRODUCT UNLESS
YOU AGREE TO THESE PROVISIONS. RETURN THE PRODUCT PROMPTLY
FOR A REFUND IF YOU DO NOT AGREE.
Introduction.
This Agreement sets forth the provisions under which Vocera
Communications, Inc. (“Vocera”) is willing to sell to you its communication
badge product, consisting of a wireless unit and a single-bay or eight-bay
charger (“Badge”) and other accessories (e.g., clips, lanyards, etc.) (“Accesso-
ries”) and license you to use certain associated software (“Software”).
License.
Vocera grants you, a single business entity, the non-exclusive right to
install, access, run, or interact with (“Use”) the Software solely in conjunction
with a Badge, for your internal business purposes, and subject to the restrictions
below. Vocera may, in its sole discretion, make available future updates or
upgrades to the Software, each of which is also Software subject hereto. All
patent rights, copyrights and other intellectual property rights in the Software
are retained by Licensor and its direct and indirect suppliers and licensors
(“Licensors”).
Restrictions.
The Software may not be Used (a) on or from any platform other
than a Badge; (b) so as to circumvent any technological measure provided by
Licensor from time to time to control access to or limit use of the Software; or (c)
other than as contemplated by its documentation. The Badge and Software may
not be imported or exported into any jurisdiction except in compliance with all
applicable laws of the United States and such jurisdiction. The Software may not
be rented, leased or lent to third parties (except that a Badge and the corre-
sponding Software may be transferred to a third party who has agreed in writ-
ing to be bound hereby. You may not copy all or any part of the Software or
attempt, encourage or permit any third party to modify, adapt, make derivative
works from, reverse engineer, reverse compile, disassemble or decompile the
Software or any portion thereof except and only to the extent that such activity
is expressly permitted by law notwithstanding this limitation. You may not mod-
ify or copy the Software. You agree to retain all product identification, copyright
and other proprietary notices of Vocera and Licensors. Your rights are only as
expressly stated herein.
Violation of any of the foregoing is a material
breach hereof. Vocera may immediately terminate your rights if you vio-
late the provisions hereof.
Limited Warranty.
Vocera warrants that the Badge and Software conforms
substantially to Vocera's standard published specifications and is free from
defects in materials and workmanship for One (1) year from purchase. Vocera
further warrants that Accessories are free from defects in materials and work-
manship for Thirty (30) days from purchase. This limited warranty extends only
to the original buyer/user of the badge. You may provide written notice that any
of the foregoing are not as warranted by contacting the reseller from whom you
purchased the defective component no later than ten (10) days following expira-
tion of the applicable warranty period. As your sole and exclusive remedy, the
defective component will be repaired or replaced or, if Vocera determines that is
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