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END USER LICENSE AGREEMENT (EULA)

  1. INSTALLATION NOTICE: THIS IS A CONTRACT. BEFORE YOU DOWNLOAD THE SOFTWARE AND/OR COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING THE SOFTWARE AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON TO CANCEL THE INSTALLATION PROCESS, DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS OF RECEIPT OF THE SOFTWARE (INCLUDING ALL ACCOMPANYING WRITTEN MATERIALS, ALONG WITH THEIR CONTAINERS, REFERRED TO HEREIN AS THE LICENSED MATERIALS) TO THE PLACE YOU OBTAINED THEM. ALL RETURNS SHALL BE SUBJECT TO ZTECS THEN-CURRENT RETURN POLICY.
  2. License Grant. ZTEC grants you a non-exclusive license, nontransferable license to use one copy of the Licensed Materials. If you acquired the Licensed Materials in connection with a device rightfully acquired from ZTEC, then "use" means to install, store, display, execute and use the software only in connection with the device (a Device License). If you acquired the Licensed Materials other than in connection with such a device, then "use" means to install, store, display, execute and use the software only for noncommercial, nonproduction use for evaluation (an Evaluation License).
  3. Upgrades. This license does not entitle you to receive upgrades, updates or technical support. If the Licensed Materials include an upgrade to previously licensed material, your license in that material is automatically terminated and you must destroy the previous content and any copies or adaptations. If you receive an update or upgrade to the Licensed Materials, then that update or upgrade is automatically part of the Licensed Materials and subject to this EULA unless the update or upgrade has its own license terms.
  4. License Restrictions. You may make copies or adaptations of the Licensed Materials only for archival purposes or only when copying or adaptation is an essential step in the authorized use of the Licensed Materials. You must reproduce all copyright notices in the original Licensed Materials on all permitted copies or adaptations. Except as expressly provided here, you may not:
    1. copy, modify or translate the Licensed Materials or disable any of its features;
    2. copy the Licensed Materials onto any public or distributed network or service bureau;
    3. lease, rent or sublicense the Licensed Materials without ZTECs prior written consent;
    4. reverse engineer, decompile, or disassemble the Licensed Materials (except to the extent such foregoing restriction is expressly prohibited by applicable law);
    5. distribute in whole or part, modify, or create derivatives of the Licensed Materials or distribute applications created with the Licensed Materials;
    6. directly or indirectly, export, re-export, download, or ship the Licensed Materials in violation of the laws and regulations of the U.S.A. and the laws and regulations of the applicable jurisdiction in which you use or are downloading the Licensed Materials;
    7. use the Licensed Materials in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
    8. You may use the Licensed Materials only in accordance with the applicable documentation that accompanies the Licensed Materials and not in any manner intended to (or that) circumvents such documentation or the intent of this EULA. You may use the Licensed Materials and documentation only in a manner that complies with all applicable laws in the jurisdictions in which you use the Licensed Materials and documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
  5. Termination. ZTEC may terminate your license upon notice for failure to comply with any part of this EULA. Upon termination, you must immediately destroy the Licensed Materials, together with all copies, adaptations and merged portions in any form. Unless otherwise terminated, a Device License shall continue for as long as you own the device with which the Licensed Materials were shipped, and an Evaluation License shall continue for 30 days from the date of your first download or installation of the Licensed Materials.
  6. Transfer. You can transfer a Device License only to a subsequent acquirer of the corresponding device, and only if the acquirer agrees to all the provisions of this EULA. You have no further rights in the Licensed Materials after such transfer.
  7. Copyright; No Other Licenses. The Licensed Materials are owned by ZTEC or its suppliers and is protected by applicable copyright laws and international treaty provisions. All rights not expressly granted to you in this EULA are reserved to ZTEC. Further, and without limiting the foregoing, no license or any right of any kind (whether by express license, implied license, the doctrine of exhaustion, or otherwise) is granted under any ZTEC patents (whether identified herein or not) or other intellectual property right of ZTEC with respect to any other product(s) of ZTEC or of any third party, including without limitation, the right to use any of these other products.
  8. Limited Warranty. Licensed Materials provided under an evaluation license are provided without warranty. For Licensed Materials provided under a Device License, ZTEC warrants, for your benefit alone, that for a period of ninety (90) days from the date the Licensed Materials are first shipped to you or downloaded by you, (i) the Licensed Materials will perform substantially in accordance with the accompanying written materials, and (ii) the medium on which the Licensed Materials is shipped from ZTEC (if any) will be free from defects in materials and workmanship under normal use and service. Any replacement Licensed Materials will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Some states/jurisdictions do not allow limitations on duration of an express or implied warranty, so the above or any other limitation provided herein may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by applicable law. You must obtain a Return Material Authorization number from ZTEC before returning the Licensed Materials under warranty to ZTEC and you agree to pay expenses for shipment to and from ZTEC. The Limited Warranty is void if failure of the Licensed Materials has resulted from accident, abuse, misapplication, improper calibration by you, third party products (i.e., hardware or software) used by you which are not intended by ZTEC for use with the Licensed Materials, or unauthorized maintenance of the SOFTWARE.
  9. Customer Remedies. ZTECs sole obligation (and your sole remedy) with respect to the foregoing Limited Warranty shall be to, at ZTECs option, return the fees paid or repair/replace the Licensed Materials, provided that ZTEC receives written notice of applicable defects during the warranty period. You may not bring an action to enforce your remedies under the foregoing Limited Warranty more than one (1) year after the accrual of such cause of action.
  10. No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. ZTEC DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. ZTEC EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.
  11. High Risk Activities. The Licensed Materials are not specifically designed, manufactured or intended for use in the planning, construction, maintenance or direct operation of a nuclear facility, nor for use in on-line control or fail safe operation of aircraft navigation, control or communication systems, weapon systems or direct life support systems.
  12. Limitation On Liability. The entire liability of ZTEC and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall ZTEC and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the Licensed Materials, any technical support services relating to the Licensed Materials, or related hardware even if ZTEC or its licensors, distributors, and suppliers has been advised of the possibility of such damages. You acknowledge that the applicable fees and prices reflect this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because the Licensed Materials, the services, or the hardware is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall ZTECs liability for property damage exceed the license fee paid for the Licensed Materials.
  13. U.S. Government Restricted Rights. If you are an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of the Licensed Materials, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 (as amended or supplanted) for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 (as amended or supplanted) for military agencies. The Licensed Materials is commercial computer software and the related documentation is commercial computer software documentation. The use of the Licensed Materials and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. The Contractor/Manufacturer is ZTEC Instruments, Inc., Albuquerque, New Mexico.
  14. Governing Law. This Agreement is governed by the laws of the State of New Mexico, U.S.A., exclusive of any provisions of the United Nations Convention on the International Sale of Goods, and without regard to principles of conflicts of law, and the non-exclusive venue for all actions under this Agreement shall be in the courts located in Bernalillo County, New Mexico, U.S.A. and the parties agree to submit to the jurisdiction of such courts.
  15. Entire Agreement. This Agreement constitutes the complete agreement between you and ZTEC regarding the Licensed Materials and it supersedes any oral or written proposals, prior agreements, purchase orders, or any other communication between you and ZTEC relating to the subject matter of this Agreement.
© 2012 ZTEC Instruments, Inc.