IMPORTANT: READ CAREFULLY: THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND TIMEX CORPORATION ("LICENSOR") FOR THE TIMEX DATALINK USB SYSTEM SOFTWARE, WHICH INCLUDES COMPUTER SOFTWARE ("SOFTWARE") AND PRINTED AND ONLINE DOCUMENTATION ("DOCUMENTATION"). BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE OR DOCUMENTATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE OR DOCUMENTATION. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE TIMEX DATA LINK USB SYSTEM SOFTWARE AND THE DOCUMENTATION TO YOUR SUPPLIER.
1. LICENSE GRANT
(LICENSOR) hereby grants to you (LICENSEE), a non-exclusive and non-transferable license to use the SOFTWARE AND DOCUMENTATION with a single computer.
2. OWNERSHIP All rights and title to the SOFTWARE AND DOCUMENTATION including all rights in patents, copyrights and trade secrets applicable thereto shall remain vested in LICENSOR. Nothing contained herein shall be deemed to convey any title, right or ownership interest in the SOFTWARE AND DOCUMENTATION to LICENSEE.
LICENSEE agrees not to disclose, transfer, provide on any form, except as otherwise provided in this agreement, the SOFTWARE AND DOCUMENTATION or any portion thereof, to any person other than employees of LICENSEE, without prior written consent of LICENSOR, and any such disclosure or transfer shall be consistent with the use with the single computer.
SOFTWARE is provided in object code only. LICENSEE agrees not to reverse compile, disassemble or otherwise reverse engineer SOFTWARE.
3. COPYING RIGHTS LICENSEE may make copy(ies) of SOFTWARE and DOCUMENTATION, required for backup purposes in support of the use of the SOFTWARE, provided that LICENSEE must include existing copyright and other notices on any such copy. Such notice(s) may appear in several forms, including machine-readable form, and LICENSEE agrees to reproduce such notice(s) in each form in which it appears, to the extent it is physically possible to do so.
4. TERM The term of this license agreement is for as long as LICENSEE abides by the terms and conditions of this agreement and uses the SOFTWARE for its intended purpose. This agreement may be terminated by LICENSEE returning all copies of the SOFTWARE and DOCUMENTATION to LICENSOR. LICENSOR may terminate this agreement if LICENSEE is in default of any of the terms and conditions of this agreement by written notice to LICENSEE.
Within a reasonable amount of time after termination by LICENSOR, LICENSEE shall return all copies of the SOFTWARE and DOCUMENTATION to LICENSOR.
5. CONTENT The SOFTWARE may allow the importation of content, including but not limited to data, images, graphics, logos, typefaces, icons, audio, video and software and other material (collectively, “Content”) from LICENSOR, its affiliates, their respective officers, directors, employees, agents, third-party Content providers, merchants, sponsors, licensors or the like (collectively, “Providers”). None of the Providers guarantee the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In some instances, the Content may represent the opinions and judgments of Providers. LICENSOR and its affiliates do not endorse and shall not be responsible for the accuracy, reliability or currency of any opinion, advice, or statement from any Provider other than authorized employees of LICENSEE. Under no circumstances shall LICENSOR, or its affiliates, or any of their respective officers, directors, employees, or agents be liable for any loss, damage or harm caused by a LICENSEE’s reliance on Content obtained from Providers. It is the responsibility of LICENSEE to evaluate the information, opinion, advice, or other Content provided by LICENSOR or obtained by LICENSEE from any Provider.
6. NO WARRANTY AND MAINTENANCE LICENSOR does not provide any warranty in relation to the SOFTWARE AND DOCUMENTATION. LICENSOR does not warrant that the functions contained in the SOFTWARE AND DOCUMENTATION will meet LICENSEE'S requirements or that the operation of the SOFTWARE will be uninterrupted or error-free.
LICENSOR does not provide any warranty as to the accuracy, reliability, or currency of any Content obtained from Providers. LICENSOR does not warrant that the SOFTWARE AND DOCUMENTATION furnished hereunder of any Content obtained from Providers is free of infringement of any third parties’ copyrights, trade secrets or other intellectual property rights.
LICENSOR does not warrant that the media on which the SOFTWARE is furnished will be free from defects in materials and workmanship.
LICENSOR shall not be responsible for maintenance or field service of the SOFTWARE under this agreement.
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE.
7. LIMITATION OF LIABILITY LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT SHALL BE THE REPLACEMENT OF DEFECTIVE MEDIA. IN NO EVENT SHALL LICENSOR, ITS SUBCONTRACTORS AND SUPPLIERS OF ANY TIER, BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE FOR DAMAGES OR LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT OR POWER SYSTEM, COST OF CAPITAL, COST OF PURCHASED OR REPLACEMENT POWER OR TEMPORARY EQUIPMENT (INCLUDING ADDITIONAL EXPENSES INCURRED IN USING EXISTING FACILITIES), CLAIMS OF CUSTOMERS OF THE LICENSEE, OR FOR ANY SPECIAL, INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY A THIRD PARTY.
THE REMEDIES OF THE LICENSEE SET FORTH HEREIN ARE EXCLUSIVE WHERE SO STATED AND THE TOTAL CUMULATIVE LIABILITY OF THE LICENSOR WITH RESPECT TO THIS AGREEMENT, OR ANYTHING DONE IN CONNECTION THEREWITH, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED FIVE DOLLARS (US $5.00).
8. GOVERNING LAW This agreement shall be governed and interpreted by the laws of the State of Connecticut.
8a. U.S. GOVERNMENT RESTRICTED RIGHTS The SOFTWARE is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph[C](1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs [C](1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer is Timex Corporation, 555 Christian Road, Middlebury, CT 06762.
9. AGREEMENT BY CLICKING THE BUTTON BELOW LABELED "I ACCEPT", LICENSEE ACKNOWLEDGES THAT THIS AGREEMENT HAS BEEN READ AND UNDERSTOOD BY IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, LICENSEE FURTHER AGREES THAT THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING OF LICENSEE AND LICENSOR WITH RESPECT TO THE SUBJECT MATTER HEREOF AND COMPLETELY SUPERSEDES ANY PRIOR UNDERSTANDINGS, EITHER ORAL OR WRITTEN. ANY MODIFICATION OF THIS AGREEMENT SHALL BE MADE ONLY BY MUTUAL AGREEMENT AND EVIDENCED BY WRITTEN AMENDMENTS SIGNED BY BOTH LICENSOR AND LICENSEE.