EULA Schedule
WORKRITE Ergonomics sierra interface software – End User License Agreement
Introduction
This End User License Agreement (“EULA”) applies to any agreement concerning a Customer’s (“Customer”) use of software developed or provided by Workrite Ergonomics, 2277 Pine View Way Suite 100, Petaluma, CA, 94954 (“WORKRITE”) or any associated companies, unless otherwise agreed.
Please read this EULA carefully. The terms and conditions of the EULA govern the Customer’s use of the software and any future upgrades or addendums hereto unless otherwise specified and agreed in writing with WORKRITE at that particular time.
IMPORTANT! BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE THAT ACCOMPANIES THIS EULA, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT AGREE WITH THE SAID TERMS AND CONDITIONS, YOU MUST NOT DOWNLOAD, INSTALL, USE, ACCESS OR RETAIN ANY COPIES OF THE SOFTWARE.
1. Grant of license
1.1 The Customer is granted a non‑exclusive right to use the WORKRITE software provided by WORKRITE (“WORKRITE software”) for its own internal purposes in connection with a WORKRITE control box unit installed in furniture products acquired by the Customer.
1.2 The Customer will be provided with one copy of an executable object code of the WORKRITE software.
1.3 Except as expressly authorized, the Customer shall not:
– distribute, sell or rent the WORKRITE software itself or documentation, if any, to any third party; or
– sub-license the WORKRITE software or provide outsourcing, rental or other such services thereof to any third party.
1.4 Except as expressly authorized herein, or as expressly permitted by mandatory statutory provisions of applicable law, the Customer shall not:
– copy, in whole or in part, the WORKRITE software other than for backup purposes; or
– reverse engineer or otherwise derive product source code from the licensed executable code.
1.5 In case of third party software, which is not an embedded part of the WORKRITE software, the Customer’s rights and obligations regarding such third party software is subject to the particular third party’s license terms and conditions.
2. Documentation, use and editing
2.1 The Customer is allowed to copy the accompanying documentation and standard training material, if any, for internal purposes only.
2.2 Documentation and standard training material from WORKRITE shall, however, not be edited unless written permission has been granted. This is also valid for documentation developed specifically for the Customer.
3. Intellectual property rights
3.1 The Customer acknowledges that the WORKRITE software and all intellectual property rights, including copyright, thereto are the property of (or are licensed by third parties to) WORKRITE and that nothing in this EULA is intended to transfer ownership of the WORKRITE software and associated intellectual property rights to the Customer. The Customer is only granted a limited license to use the software as described in this EULA.
4. Defects
4.1 The Customer acknowledges that software in general is not error-free or without defects and agrees that the existence of such errors or defects in the WORKRITE software or other software provided to the Customer shall not constitute a breach of this EULA.
4.2 WORKRITE warrants that the software will not infringe the rights of any third parties, including copyrights. This warranty is subject to the condition that WORKRITE shall be given prompt notice of any such claim of infringement that is made against the Customer and WORKRITE shall have the right to defend any such claims and make settlements thereof at its own discretion and the Customer shall give such assistance as WORKRITE may reasonably require to settle or oppose any such claims.
4.3 WORKRITE disclaims all warranties, expressed or implied, with regard to the software, including but not limited to, warranties of merchantability or fitness for any particular purpose.
4.4 WORKRITE may at its own discretion choose to 1) correct or replace that portion of the software which is defective or which infringes third party rights, or 2) terminate the Customer’s right to use the Software with immediate effect. WORKRITE shall in no event be under an obligation to remedy:
– altered, damaged or modified software;
– software that is not the current or previous sequential release;
– software problems caused by the Customer’s negligence, hardware malfunction or other cause beyond the control of WORKRITE;
– defective data;
– problems caused by an incorrect interface to other software or data sources; or
– software installed in an operating environment not supported by WORKRITE.
4.5 Third party software, if any, is provided “as is” without warranties of any kind, although the original manufacturers of third party software or third party suppliers of such software may provide their own warranties.
5. Limitation of liability
5.1 WORKRITE shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this EULA, the WORKRITE software or other software, its use or otherwise, except to the extent to which it is unlawful to exclude such liability under the applicable law.
5.2 Notwithstanding the generality of the above, WORKRITE expressly excludes liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of the particular software, its use or in respect of equipment or property, or for loss of profit, business, turnover, goodwill, data or anticipated savings.
5.3 In the event that any exclusion contained in this EULA shall be held to be invalid for any reason and WORKRITE becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the annual or one-time license fee paid by the Customer, however, not to exceed USD 100.
6. Confidentiality
6.1 All information including, but not limited to, data, drawings, specifications, documentation, software listings, object or source code, pricing, which the Customer may have received relating to the WORKRITE software (other than the ideas and principles which underlie the software) is proprietary and confidential. The Customer hereby agrees that it shall use such information solely in accordance with the provisions of this EULA and that it shall not at any time during or after expiry or termination of this EULA, disclose the information, whether directly or indirectly, to any third party without the prior written consent of WORKRITE.
6.2 The above shall not prevent the disclosure or use by the Customer of any information, which is or hereafter, through no fault of the Customer, becomes public knowledge or to the extent permitted by law.
7. Audit
7.1 WORKRITE reserves the right to audit, at the expense of WORKRITE, the Customer’s deployment and use of the WORKRITE software for compliance with this EULA at any mutually agreeable time during the Customer’s normal business hours.
7.2 The Customer shall implement reasonable controls to ensure that it does not violate the rights to use the software granted in this EULA.
8. Termination
8.1 The EULA may be terminated by either party with immediate effect in the event of the other party committing any material breach of any of the terms of this EULA (and if such breach is remediable) fails to remedy such breach within 30 days of being notified of the breach.
8.2 Any violation by the Customer of the terms of this EULA or any other applicable terms regarding the Customer’s license to use the WORKRITE software, documentation and/or standard training material pursuant to clauses 1 and 2 above shall be considered a material breach of this EULA.
8.3 Upon termination of the EULA, the Customer shall cease all use of any WORKRITE software. In addition, the Customer shall either destroy or return all copies of the software according to the instructions of WORKRITE.
9. Disputes
9.1 Any dispute arising out of or in connection with this EULA, including any disputes regarding the existence, validity or termination thereof, shall be governed by Michigan law.
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