STG global TANVAC HDV3000, Руководство оператора

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Software License Agreement
26 463-3000-01 Rev D. 23-Sep-2013
errors in the Licensed Product can be found in order to be corrected. All warranties provided in in this Agreement are solely for the benefit of, and may
not be transferred by, Licensee, to any third party.
(a)
Limits on Scope of Indemnity. LOFA will have no liability for any infringement arising from (i) the use of the Licensed Product other than as set forth
in its accompanying documentation or specifications; (ii) the modification of the Licensed Product; or (iii) the combination or use of the Licensed
Product with other software, hardware, items or processes to the extent such infringement is not foreseeable use of the Licensed Product. This
Section states LOFA’s entire obligation with respect to any claim regarding the intellectual property rights of any third party.
(b) Licensee Indemnification Obligation. Licensee shall indemnify, defend and hold harmless LOFA, its directors, officers, and employees from and
against any claim, demand, cause of action, loss, damage, liability suit, proceeding, judgment, or cost (including attorney fees), brought against
LOFA which is based on the creation, use or distribution of Licensee Devices to the extent that such suit or proceeding does not arise or result from:
(i) LOFA's material breach of any agreement, obligation, representation, warranty or covenant contained in this Agreement; (ii) any wrongful,
negligent action or failure to act by LOFA, its employees, agents or independent contractors; or, (iii) any liability for which LOFA is obligated to
indemnify Licensee under this Section.
9. Term and Termination.
(a) Term. Unless otherwise specified in Exhibit A, the term of this Agreement will commence on the Effective Date and will continue into perpetuity
unless otherwise terminated earlier under this Agreement.
(b) Termination for Cause. Any of the following shall suffice to terminate this Agreement:
(i) If Licensee materially breaches any term or condition of this Agreement and fails to cure that breach within thirty (30) days after receiving
written notice of the breach.
(ii) This Agreement will terminate automatically without notice and without further action by LOFA in the event Licensee becomes insolvent (i.e.,
becomes unable to pay its debts in the ordinary course of business as they come due), makes an assignment in violation of this Agreement or
makes an assignment for the benefit of creditors or if any other bankruptcy proceedings are commenced by or against Licensee.
(c) Consequences. Upon the termination of this Agreement for any reason: (i) all rights granted hereunder will automatically revert to LOFA; (ii)
Licensee must (A) return to LOFA (or, at LOFA’s option, destroy) the originals and all copies of the Materials in Licensee’s possession or control; (B)
erase any and all of the foregoing from all computer memories and stored Licensee Devices within its possession or control; and (C) provide LOFA
with a written statement certifying that it has complied with the foregoing obligations. End use licenses to Licensee Devices for Customers granted
by Licensee to Customers prior to termination will survive any such termination.
10.
Limitation of Liability.
(a) LICENSEE AGREES THAT ANY LIABILITY ON THE PART OF LOFA FOR BREACH OF THE WARRANTIES CONTAINED HEREIN OR ANY OF THE OTHER
PROVISIONS OF THIS AGREEMENT OR ANY OTHER BREACH GIVING RISE TO LIABILITY OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS
AGREEMENT FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT
LIABILITY, TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), WILL BE LIMITED TO LICENSEE'S DIRECT DAMAGES IN AN
AMOUNT NOT TO EXCEED THE TOTAL AMOUNT PAID TO LOFA BY LICENSEE FOR THE LOFA HARDWARE.
(b) LICENSEE AGREE THAT IN NO EVENT WILL LOFA BE LIABLE FOR DAMAGES IN RESPECT OF INCIDENTAL, ORDINARY, PUNITIVE, EXEMPLARY, INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES EVEN IF LOFA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, BUT NOT LIMITED TO,
BUSINESS INTERRUPTION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ECONOMIC LOSS, LOSS OF DATA, LOSS OF
BUSINESS OPPORTUNITY OR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY
.
(c) LICENSEE ACKNOWLEDGES THAT LOFA’S LIMITED LIABILITY EXPRESSED IN THIS AGREEMENT REPRESENTS A MATERIAL BASIS FOR SETTING THE FEES FOR
LOFA HARDWARE.
11. Use of Trademarks.
Any and all trademarks and trade names which LOFA uses in connection with the license granted hereunder (“LOFA Marks”) are and remain the
exclusive property of LOFA. Nothing contained in this Agreement may be deemed to give Licensee any right, title or interest in any LOFA Marks. Subject
to notice from LOFA in writing which modifies or cancels such license at LOFA’s sole discretion, during the continuance of this Agreement, LOFA hereby
grants Licensee a nonexclusive, revocable license to the LOFA Marks for normal advertising, marketing and promotion of Licensee Devices according
to guidelines that LOFA may issue from time to time. Licensee must act consistently with LOFA’s ownership of the LOFA Marks and may not use LOFA
Marks in a disparaging manner. Licensee agrees to use correct trademark notices on advertisements, sales literature, dealer materials, press releases
and other marketing materials, which use or display LOFA Marks. Licensee agrees to provide samples of all Licensee’s marketing materials and Licensee
Devices containing LOFA Marks to LOFA for prior approval. If LOFA rejects any of Licensee’s use of LOFA Marks, then the parties may cooperate
reasonably in order modify such materials for approval prior to release or use by Licensee. To the extent that LOFA withdraws any portion of the
trademark license granted in this subsection, Licensee’s obligations under this Section, above, will also terminate if the rights necessary to comply with
such obligation are withdrawn.
12. Interpretation of This Agreement. This Agreement is the entire Agreement to date between the parties regarding the Materials and supersedes any
such prior agreement or communication. Any subsequent waiver or modification of this Agreement, or any part, shall only be effective if reduced to
writing and signed by both parties. No delay or failure to enforce any right under this Agreement will be considered a waiver of a party's rights
thereafter to enforce each and every right and provision of this Agreement. If any provision of this Agreement is declared by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, such provision will be severed from this Agreement and the other provisions will remain in full force
and effect. This Agreement will be binding upon, and inure to the benefit of, the successors, heirs and assigns of the parties. Neither Licensee nor
Licensee employees, consultants, contractors or agents are agents, employees or joint-venturers of LOFA, nor do they have any authority to bind LOFA
by contract or otherwise to any obligation. Licensee agrees not to make any statements that state or imply that LOFA certifies or guarantees Licensee
Devices or that Licensee Devices are warranted, tested or approved by LOFA. Dates and times by which either party is required to render performance
will be postponed automatically to the extent and for the period of time that such party is prevented from meeting them by reason of any cause
beyond its reasonable control. Unless otherwise specifically expressed in this Agreement, the specific business terms and negotiated customisations to
this Agreement will be considered confidential ("Business Terms"), and neither party my disclose such information to third parties except as follows: (a) to
employees, advisors, financing parties or contractors who are under an obligation of confidentiality to the extent reasonably necessary to conduct
business; (b) to the extent that such Business Terms become publicly known through no fault of the parties; (c) to the extent required to comply with any
valid law, regulation, statute, or order so long as the non-disclosing party receives reasonable advance notice of such potential disclosure; and (d) to
the extent required to enforce, establish, or interpret any right or duty at law or equity with respect to this Agreement.
13.
General.
(a) All notices hereunder will be in writing and must be duly given if delivered personally or sent by registered or certified mail, return receipt
requested, postage prepaid, to the respective addresses of the parties appearing in this Agreement. Any notice given will be deemed to be
received: (i) on the date which it is delivered if delivered personally, (ii) or, if mailed, on the fifth business day next following the mailing thereof.
Either party may change its address for notices by giving notice of such change as required in this clause.
(b) This Agreement, the license rights granted hereunder and the Materials, or any part thereof, may not be assigned or transferred by Licensee,
including by operation of law ("Transfer"), without the prior written consent of LOFA. Any such transfer without the prior written consent of LOFA will
be ineffective. In any case, any such Transfer absent LOFA's written permission will immediately and automatically terminate this Agreement