NPR Installation Manual
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Appendix 2
Appendix 1 – Software Agreement - continued
Recipient shall reimburse LIFESAFETY POWER INC . for the reasonable cost of the
audit, in addition to such other rights and remedies as LIFESAFETY POWER INC .
may have . LIFESAFETY POWER INC . will not conduct an audit more than once per
year .
(k)
Trademarks . No rights whatsoever to use any trademarks, registered
or unregistered, are granted by any provision of this AGREEMENT .
3 . Upgrades .
(a)
Upgrades . LIFESAFETY POWER INC . may provide Recipient with cop-
ies of Upgrades without additional charge, from time-to-time . Upon delivery to
Recipient, Upgrades will become part of the Software and will be subject to all
provisions of this AGREEMENT .
(b)
Upgrades and Software License Agreement Terms . LIFESAFETY
POWER INC . may require additional terms that are additional to this AGREEMENT
or that modify or amend this AGREEMENT upon Recipient’s installation and use
of Upgrades . Any such additional terms, modified or amended terms will require
Recipient’s execution of a new Agreement which will subsequently replace and su-
persede this AGREEMENT . Recipient may reject such additional terms, modified
or amended terms by not downloading or installing the associated Upgrade(s) .
(c)
Reservations regarding Upgrades . LIFESAFETY POWER INC . may
cease providing Upgrades at any time and/or may cease providing Upgrades with-
out additional charge and may require an additional charge for Upgrades at any
point in time without notice . Recipient will be informed of any such additional
charges at the time of requesting such Upgrades . Upgrades may be requested by
downloading or by requesting other forms of delivery .
4 .
DISCLAIMER OF WARRANTIES .
(a)
“AS-IS” SOFTWARE . THE SOFTWARE (AS DEFINED IN THIS AGREE-
MENT) IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND WITH ALL
FAULTS .
(b)
WARRANTY DISCLAIMERS, NO WARRANTY . LIFESAFETY POWER
INC . MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER
BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE . LIFESAFETY POWER INC . MAKES NO
WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR
IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHER-
WISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION PERFORMANCE,
RESULTS, NONINFRINGEMENT OF ANY PARTY'S RIGHTS, MERCHANTABILITY,
INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR
PURPOSE .
(c)
LIFESAFETY POWER PROVIDES NO TECHNICAL SUPPORT OR REM-
EDIES FOR THE SOFTWARE .
(d)
LIFESAFETY POWER INC . does not warrant that the Software will per-
form without error or that it will run without immaterial interruption . LIFESAFETY
POWER INC . provides no warranty regarding, and will have no responsibility for,
any claim arising out of: (i) a modification of the Software; or (ii) use of the Soft-
ware in combination with any operating system or Third Party Information not
authorized in the Documentation or with hardware or software specifically forbid-
den by the Documentation .
5 .
LIMITATION OF LIABILITY .
(a)
Limitations . Except as provided below: (i) IN NO EVENT WILL LIFE-
SAFETY POWER INC .’S, OR ANY OF ITS OFFICERS’, DIRECTORS’, SHAREHOLD-
ERS’, PARENTS’, SUBSIDIARIES’, AGENTS’, INSURERS’, SUCCESSORS’, AND/
OR ASSIGNS’, LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
EXCEED THE AGGREGATE OF FEES PAYABLE TO LIFESAFETY POWER INC . PUR-
SUANT TO THIS AGREEMENT (INCLUDING FEES BOTH PAID AND DUE) AT THE
TIME OF THE EVENT GIVING RISE TO THE LIABILITY; AND (ii) IN NO EVENT WILL
LIFESAFETY POWER INC . OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLD-
ERS, PARENTS, SUBSIDIARIES, AGENTS, INSURERS, SUCCESSORS, AND/OR
ASSIGNS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDEN-
TAL, OR PUNITIVE DAMAGES . THE LIABILITIES LIMITED BY THIS SUBSECTION
5(a) APPLY: (A) TO LIABILITY FOR NEGLIGENCE; (B) REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABIL-
ITY, OR OTHERWISE; (C) EVEN IF LIFESAFETY POWER INC ., AND/OR ANY OF ITS
OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AGENTS,
INSURERS, SUCCESSORS, AND/OR ASSIGNS IS/ARE ADVISED IN ADVANCE OF
THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAM-
AGES WERE FORESEEABLE; AND (D) EVEN IF RECIPIENT’S REMEDIES FAIL OF
THEIR ESSENTIAL PURPOSE . If applicable law limits the application of the provi-
sions of this Section 5(a), LIFESAFETY POWER INC .’s liability will be limited to the
maximum extent permissible .
(b)
Further Limitations . IN NO EVENT WILL LIFESAFETY POWER INC . OR
ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIAR-
IES, AGENTS, INSURERS, SUCCESSORS, AND/OR ASSIGNS BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES
ARISING OUT OF OR RELATED TO ANY OF THE FOLLOWING:
(i)
revisions to the Software made without the express, written consent of
LIFESAFETY POWER INC .;
(ii)
Recipient’s failure to incorporate Software Upgrades that would have
avoided the alleged liability, provided LIFESAFETY POWER INC . offered such Up-
grades without fees or charges and with notice to Recipient thereof;
(iii)
use of the Software in combination with hardware or software or Third
Party Information not provided by LIFESAFETY POWER INC .: (A) that is specifi-
cally forbidden by the Documentation; or (B) that is not designated in the Docu-
mentation as available for interface with the Software .
6 .
Term and Termination .
(a)
Term . This AGREEMENT shall remain in effect so long as the Recipient
continues to use and/or maintain any copies of the Software within Recipient’s
possession or control in any storage medium without limitation .
(b)
Termination for Cause . Either party may terminate this AGREEMENT
for material breach by written notice, effective in 30 days unless the other party
first cures such breach .
(c)
Effects of Termination . Upon termination of this AGREEMENT, the li-
censes granted herein shall terminate and Recipient shall cease all use of the Soft-
ware and delete all copies in its possession or control . The following provisions
will survive termination of this AGREEMENT: (i) any obligation of Recipient to pay
for Software and/or Upgrades rendered before termination; (ii) Sections 4, 5 and
7 of this AGREEMENT; and (iii) any other provision of this AGREEMENT that must
survive termination to fulfill its essential purpose .
7 . Miscellaneous .
(a)
Notice and Contact Information . LIFESAFETY POWER INC . may be
contacted at the mailing address below or by the LIFESAFETY POWER INC . web-
site . Notices pursuant to this AGREEMENT should be sent to the address below,
or to such others as may be provided in writing . Such notices will be deemed
received at such addresses upon the earlier of (i) actual receipt or (ii) delivery
in person, by fax with written confirmation of receipt, or by certified mail return
receipt requested .
(i)
Corporate Headquarters, Mailing Address: LIFESAFETY POWER INC .,
49 Range Road, Windham, NH, 03087 USA .
(ii)
Website Address: www .lifesafetypower .com
(b)
Independent Contractors . The parties are independent contractors
and will so represent themselves in all regards . Neither party is the agent of the
other and neither may bind the other in any way . Nothing in this AGREEMENT
is intended or shall be construed to create between the Parties a relationship of
principal and agent, partners, joint venturers, or employer and employee . No
Party shall hold itself out to others or seek to bind or commit another Party in any
manner inconsistent with this AGREEMENT .
(c)
No Waiver . Neither party will be deemed to have waived any of its
rights under this AGREEMENT by lapse of time or by any statement or representa-
tion other than (i) by an Authorized Representative and (ii) in an explicit written
waiver . No waiver of a breach of this AGREEMENT will constitute a waiver of any
prior or subsequent breach of this AGREEMENT .
(d)
Force Majeure . To the extent caused by force majeure, no delay, fail-
ure, or default will constitute a breach of this AGREEMENT .
(e)
Choice of Law & Jurisdiction . This AGREEMENT shall be governed
solely by the internal laws of the State of Illinois, without reference to such State’s
principles of conflicts of law . The parties consent to the personal and exclusive
jurisdiction of the federal and state courts of Illinois, United States of America .
(f)
Severability . All of the provisions of this AGREEMENT are intended to