Инструкция по эксплуатации Spectra Precision Survey Pro v5.3 — страница 3

Software and that irrespective of any use of the words “purchase” “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.

4.Payment

You shall pay all fees associated with the Software licensed and any services purchased hereunder as set forth in the applicable Order Form All payments shall be made in U.S dollars within thirty (30) days of your receipt of the applicable invoice unless otherwise specified in writing by the Licensor Supplier Except as expressly set forth herein all fees are non-refundable once paid You shall be responsible for all taxes withholdings duties and levies arising from the order (excluding taxes based on the net income of the Licensor Supplier) Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law whichever is less 5.Term of Agreement

5.1.Term This Agreement is effective as of the Effective Date and expires at such time as all license and service subscriptions hereunder have expired in accordance with their own terms (the “Term”) Either party may terminate this Agreement (including all related Order Forms) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy receivership trust deed creditors arrangement composition or comparable proceeding or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days)) If you have entered into a separate written agreement with Licensor which governs the Software and that agreement is terminated then this Agreement automatically terminates and you shall no longer have any right to use the Software Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement by law or otherwise For clarity even if you have entered into an Order Form with a Licensor distributor or reseller Licensor is a third party beneficiary to that Order Form and has the right to terminate this Agreement as set forth in this Section 5 (Term of Agreement).

5.2.Termination Upon any expiration or termination of this Agreement you shall cease any and all use of any Software and Evaluation Software and destroy all copies thereof and so certify to Licensor in writing rvival Sections 2.4 (License Restrictions) 3 (Ownership) 4 (Payment) 5 (Term of Agreement) 6.3 (Disclaimer of Warranties) 9 (Limitation of Remedies and Damages) 10 (Confidential Information) 11 (Export Compliance) and 12 (General) shall survive any termination or expiration of this Agreement.

6.Limited Warranty and Disclaimer

6.1.Limited Warranty Licensor warrants to you that for a period of ninety (90)
days from the Effective Date (the “Warranty Period”) the Software shall operate in substantial conformity with the Documentation Licensor does not warrant that your use of the Software will be uninterrupted or error-free or that any security mechanisms implemented by the Software will not have inherent limitations Licensor’s sole liability (and your exclusive remedy) for any breach of this warranty shall be in Licensor’s sole discretion to use commercially reasonable efforts to provide you with an error-correction or work-around which corrects the reported non-conformity or if Licensor determines such remedies to be impracticable within a reasonable period of time to refund the license fee paid for the Software A Licensor Supplier other than Licensor may fulfill Licensor’s warranty obligations hereunder on behalf of Licensor Licensor Suppliers shall have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period.

Because the Software is inherently complex and may not be completely free of nonconformities defects or errors you are advised to verify your work Licensor does not warrant that the Software will operate error free or uninterrupted that it will meet your needs or expectations that all nonconformities can or will be corrected or the results obtained through use of the Software.

6.2.Exclusions The above warranty shall not apply: (a) if the Software is used with hardware or software not specified in the Documentation; (b) if any modifications are made to the Software by you or any third party; (c) to defects in the Software due to accident abuse or improper use by you; (d) to Software provided on a no charge or evaluation basis; (e) to any Third Party Software; or (f) to any Software obtained as freeware whether from Licensor a Licensor Supplier or otherwise.

6.3.Disclaimer of Warranties THIS SECTION 6 IS A LIMITED WARRANTY AND EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6 THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS.” NEITHER LICENSOR NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES CONDITIONS OR UNDERTAKINGS EXPRESS OR IMPLIED STATUTORY OR OTHERWISE INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE MERCHANTABILITY FITNESS

FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT YOU MAY HAVE OTHER STATUTORY RIGHTS HOWEVER TO THE FULL EXTENT PERMITTED BY LAW THE DURATION OF STATUTORILY REQUIRED WARRANTIES IF ANY SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE.

pport & Maintenance

Licensor shall provide the support and maintenance services if any as separately purchased by you and specified in the applicable Order Form All support and maintenance shall be provided pursuant to Licensor’s standard service terms which are available upon request from Licensor Licensor Suppliers may provide additional support services under separate written agreement but Licensor is not responsible for any such support unless it is the contracting party.

8.Professional Services.

The Licensor Supplier shall provide the number of person-days if any of professional consulting services (“Professional Services”) purchased in the applicable Order Form and related Statement of Work If Licensor is providing Professional Services unless agreed in a separate written agreement all Professional Services shall be provided pursuant to Licensor’s standard service terms which are available upon request from Licensor If your Order Form is with a Licensor Supplier other than Licensor that party (and not Licensor) is solely responsible for providing Professional Services and Licensor has no liability related to such services.

9.Limitation of Remedies and Damages.

9.1.NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE LOST DATA FAILURE OF SECURITY MECHANISMS INTERRUPTION OF BUSINESS OR ANY INDIRECT SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

9.2.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT LICENSOR AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO LICENSOR UNDER THIS AGREEMENT.

9.3.THE SOFTWARE IS NOT FAULT TOLERANT AND IS NOT DESIGNED MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT MEDICAL EMERGENCY MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS ACTIVITIES (“HIGH RISK ACTIVITIES”) LICENSOR SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE THE SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND AGREE THAT LICENSOR WILL HAVE NO LIABILITY FOR USE OF THE SOFTWARE IN HIGH RISK ACTIVITIES YOU AGREE TO INDEMNIFY AND HOLD HARMLESS LICENSOR FOR ANY DAMAGES LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.

9.4.The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

10.Confidential Information.

Any software documentation or technical information provided by Licensor (or its agents) shall be deemed “Licensor Confidential Information” without any marking or further designation Except as expressly authorized herein you will hold in confidence and not use or disclose any Licensor Confidential Information You acknowledge that disclosure of Licensor Confidential Information would cause substantial harm to Licensor that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by you Licensor shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

11.Export Compliance

You acknowledge that the Software may be subject to export restrictions by the United States government and import restrictions by certain foreign governments You shall not and shall not allow any third party to remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S Commerce Department’s Table of Denial Orders or U.S Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions laws or regulations of any