6.
Term
. The License Agreement is effective upon delivery of the equipment to you and shall
continue until terminated. You may terminate this License Agreement at any time by returning
the equipment to Licensor, or by destroying the equipment. Licensor may terminate this License
Agreement upon your breach of any term hereof. Upon such termination by Licensor, you agree
to return the equipment to Licensor.
7.
Warranty and Disclaimer.
Licensor warrants, for your benefit only, that the Software, when
and as delivered to you, will conform to the specifications described in the instruction manuals
for the equipment purchased, or any specifications agreed to in writing by Licensor with a
particular customer. This warranty does not cover any minor errors or deviations from the
specifications that do not affect the proper functioning of the equipment.
EXCEPT FOR THE
WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS LICENSED “AS IS”, AND
LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
8.
Licensee’s Remedy.
You sole and exclusive remedy for any breach of Licensor’s warranty
shall be the repair or replacement, at Licensor’s sole option, of any Software that does not
conform to stated specifications. Licensor shall not be responsible for any failure arising from
inadequate or improper use of the Software.
9.
Limitation of Liability.
Licensor’s cumulative liability to you or any other party for any loss or
damages resulting from any claims, demands, or actions arising out of or relating to this
Agreement shall not exceed the purchase price paid to Licensor for the equipment. In no event
shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary
damages or lost profits, even if licensor has been advised of the possibility of such damages.
10.
Trademark.
All ZIV trademarks (including ZIVERCOM, ZIVERLOG and ZIVERSYS) are
common law trademarks of Licensor. No right, license or interest to such trademarks is granted
hereunder, and you agree that no such right, license or interest shall be asserted by you with
respect to such trademark.
11.
Licensee’s Indemnity.
You shall defend, indemnify and hold Licensor harmless against any
loss or damage of any kind arising from a breach by you of this License Agreement, or any use
or misuse of the Software by you or your employees, agents or representatives, and from any
other of your conduct or from any claim or action by any of your customers in connection with
the Software or this License Agreement.
12.
Governing Law.
This License Agreement shall be construed and governed in accordance with
the internal laws of the State of Illinois, U.S.A.
13.
No Waiv
er. The failure of either party to enforce any rights granted hereunder or to take action
against the other party in the event of any breach hereunder shall not be deemed a waiver by that
party as to subsequent enforcement of rights or subsequent actions in the event of future
breaches.
14.
Entire Agreement
. This License Agreement is the entire agreement between you and Licensor
with respect to the use of the software and supersedes all prior understandings or agreements
between the parties. This License Agreement may be amended only by a writing signed by an
officer of Licensor.
ZIV Aplicaciones y Tecnología, S.L.
Parque Tecnológico, 2089
48016 Zamudio (Vizcaya)
48080 Bilbao
Spain
