Terms and Conditions
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Entek IRD 6600 Series Protection Monitors
D. The limited warranties in this Section constitute Entek IRD's entire warranty as to the
Software provided hereunder. ENTEK IRD AND EACH LICENSOR OF ENTEK IRD
HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION AND INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSES WHATSOEVER.
3. PATENT AND COPYRIGHT INDEMNITY. Entek IRD will at its expense, defend Customer
against any claim that any Entek IRD Software furnished under this Agreement infringes a
United States patent or copyright. Entek IRD will pay all costs, damages and attorney's fees that
a court finally awards as a result of such claim. To qualify for such defense and payment,
Customer must 1) give Entek IRD prompt written notice of any such claim, and 2) allow Entek
IRD to control, and fully cooperate with Entek IRD in, the defense and all related settlement
negotiations.
Customer agrees that if the operation of the Entek IRD Software becomes, or Entek IRD believes is
likely to become, the subject of such a claim, Customer will permit Entek IRD at its option and
expense, either to secure the right for Customer to continue using the Entek IRD Software or to
replace or modify it so that it becomes non-infringing. However, if neither of the foregoing
alternatives is available on terms which are reasonable in Entek IRD's judgment, Customer will
return the Entek IRD Software upon Entek IRD's written request. Entek IRD will grant Customer
a credit for any Entek IRD Software whose total charges are fully paid, as Customer's sole
remedy and Entek IRD shall have no other liabilities therefor.
Entek IRD shall have no obligation with respect to any such claim based upon Customer modification
of any Software or its combination, operation or use with apparatus, data or programs not
furnished by Entek IRD or in other than the specified operating environment. This Section states
Entek IRD's entire obligation to Customer regarding infringement or the like.
4. EXCLUSIVE REMEDIES AND LIABILITY LIMITATION. THE REMEDIES PROVIDED
HEREIN ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, AND ENTEK IRD'S
EXCLUSIVE LIABILITY WHETHER ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY. CUSTOMER
AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO,
INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES,
LOST PRODUCTION, OVERHEAD, LABOR, INJURY TO PERSON OR PROPERTY, OR
ANY OTHER INCIDENTAL LOSS) SHALL BE AVAILABLE TO CUSTOMER. THIS
ALLOCATION OF RISK IS REFLECTED IN THE PRICE OF THE SOFTWARE. ENTEK
IRD'S MAXIMUM LIABILITY HEREUNDER ARISING FROM ANY CAUSE
WHATSOEVER SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SOFTWARE IN
QUESTION. Any suit related to this Agreement, on any legal theory, must be commenced within
one year after the cause of action accrues.
5. SOFTWARE LICENSE TERM. The Software license granted hereunder shall be effective until
terminated. Customer may terminate the license at any time by returning to Entek IRD the
Software and related documentation together with all copies, modifications, and merged portions
in any form. Entek IRD may terminate this license if Customer breaches any term of this license.
This license will terminate automatically when Customer ceases to use the Software, except for
temporary periods not exceeding one year. When the license terminates no refund shall be made
by Entek IRD, and Customer shall at its expense return to Entek IRD the Software and all related
keys and documentation together with all copies, modifications, and merged portions in any
form. Upon termination Customer must discontinue use and destroy or return to Entek IRD all
copies of the Software and all documentation.
6. MAINTENANCE AND SERVICE. Entek IRD has no obligation, except as otherwise expressly
stated in the Quotation or herein, to provide service, support, technical assistance, updates or
training.
