DEMO PRODUCT LICENSE AGREEMENT
By using this Demonstration Product, You are agreeing to be bound by the terms and conditions of this agreement. Do not use this Demonstration Product until You have read and agreed to the following terms and conditions. The use of the Demonstration Product implies automatically the acceptance of the following terms and conditions.
LICENSE. Xetal NV (“Xetal”) grants You the right to use any demonstration kit offering limited features only to internally evaluate and test Xetal products, including any incorporated and/or accompanying demo software, components and documentation (collectively, the “Demo Product”) solely only for your internal evaluation and testing purposes. The Demo Product shall not be, in any case, directly or indirectly assembled as a part in any production of Yours as it is solely developed to serve demonstration purposes and has no direct function and is not a finished product. Certain demo software included with the Demo Product may be covered under a separate accompanying end user license agreement, in which case the terms and conditions of such end user license agreement shall apply to that demonstration software.
DEMO PRODUCT STATUS. The Demo Product is offering limited features allowing You only to evaluate and test the Xetal products. Demo Product is not an end product (or finished appliance), nor is it intended or authorized by Xetal to be integrated into end products. You are not authorized to use the Demo Product in any production system, and may not be offered for sale or lease, or sold, leased or otherwise distributed. If the Demo Product is incorporated in a demonstration system, the demonstration system may be used by You solely for your internal evaluation and testing purposes in order to design Your finished product. Such demonstration system may not be offered for sale or lease or sold, leased or otherwise distributed and must be accompanied by a conspicuous notice as follows: “This device is not, and may not be, offered for sale or lease, or sold or leased or otherwise distributed”.
OWNERSHIP AND COPYRIGHT. Title to the Demo Product, demo software, related documentation and all copies thereof remain with Xetal and/or its licensors. You may not remove the copyrights notices from the Demo Product. You agree to prevent any unauthorized copying of the Demo Product, demonstration software and related documentation.
RESTRICTIONS. You may not sell, assign, sublicense, lease, rent or otherwise distribute the Demo Product for commercial purposes, in whole or in part, or use Demo Product in production system. Except as provided in this Agreement or in the Demo Product’s documentation, You may not reproduce the demonstration software or related documentation, or modify, reverse engineer, de-compile or disassemble the demonstration software, in whole or in part.
The Demo Product is addressing only skilled and training technical people for laboratory usage and shall be used and managed according to the terms and conditions set forth in the related documentation provided with the Demo Product.
According to European Semiconductor Industry Association (ESIA) letter, "ESIA Response on WEEE Review (May 2008) of the Directive 2002/96/EC on Waste Electrical and Electronic Equipment (WEEE)"; Semiconductor products and evaluation &#*SY*H^q7ggdsSFu demonstration boards are not in the scope of the Directive 2002/96/EC of the European Parliament and of the Council on waste electrical and electronic equipment (WEEE). Consequently aforementioned products do not have to be registered nor are they subject to the subsequent obligations.
NO WARRANTY. The Demo Product is provided “as is” and “with all faults” without warranty of any kind expressed or implied. Xetal and its licensors expressly disclaim all warranties, expressed, implied or otherwise, including without limitation, warranty of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. Xetal does not warrant that the use in whole or in part of the Demo Product will be interrupted or error free, will meet your requirements, or will operate with the combination of hardware and software selected by You.
You are responsible for determining whether the Demo Product will be suitable for your intended use or application or will achieve your intended results.
Demo Products are not designed nor are they authorized for use in safety critical applications such as life supporting devices or systems, or for military or nuclear applications. Xetal expressly disclaims any responsibility for such usage which shall be made at Your sole risk, even if Xetal has been informed in writing of such usage. You shall indemnify Xetal, its officers, employees and affiliates against all claims arising directly or indirectly from Your incorporation
of the Demo Products in any application or system where failure of the Demo Product could lead to death or personal injury.
Demo Products are not designed nor are they authorized for use in automotive applications or environments unless a Demo Product is expressly designated by Xetal as being “Automotive Grade” compliant according to Xetal’s Demo Product designated specifications. Xetal expressly disclaims any responsibility in case of failure of “Automotive Grade” requirements by Demo Products not expressly designated as such by Xetal.
Demo Products are not designed nor are they authorized for use in aerospace applications or environments unless otherwise specifically agreed in writing by Xetal’s authorized representative.
You acknowledge and agree to be solely responsible for regulatory and safety related requirements concerning your own products and any use of Demo Products in Your products and related applications.
Xetal shall not have any liability in case of damages, losses, claims or actions anyhow caused from combination of the Demo Product with another product, board, software or device.
Xetal has not authorized anyone to make any representation or warranty for the Demo Product, and any technical, applications or design information or advice, quality characterization, reliability data or other services provided by Xetal shall not constitute any representation or warranty by Xetal or alter this disclaimer or warranty, and in no additional obligations or liabilities shall arise from Xetal’s providing such information or services. Xetal does not assume or authorize any other person to assume for it any other liability in connection with its Demo Products.
All other warranties, conditions or other terms implied by law are excluded to the fullest extent permitted by law.
LIMITATION OF LIABILITIES. In no event Xetal or its licensors shall be liable to You or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labour, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Demo Product, the documentation or this Agreement, even if Xetal has been advised of the possibility of such damages.
In no event shall Xetal’s aggregate liability to You or any third party under this agreement for any cause action, whether based on contract, tort, or any other legal theory, relating to or in connection with the Demo Product, the documentation or this agreement shall exceed the purchase price paid for the Demo Product if any.
TERMINATION. Xetal, in Xetal’s sole discretion and for any reason whatsoever, may terminate this license at any time at in writing or email. Upon termination, You will return the Demo Product within 15 days after Xetal notification. In case the Demo Product is returned in a damage state, You will be liable for refunding Xetal of the material and production costs Xetal has incurred in de production of such Demo Product
APPLICABLE LAW AND JURISDICTION. In case of dispute and in the absence of an amicable settlement, the only competent jurisdiction shall be the Courts of Antwerp, Belgium. The applicable law shall be the law of Belgium. The UN Convention on contracts for the International Sales of Goods shall not apply to this Agreement.
SEVERABILITY. If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
WAIVER. The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.
RECYCLING. The Demo Product is not to be disposed as an urban waste. At the end of its life cycle, differentiated waste collection must be followed, as stated in the directive 2002/96/EC.
In all the countries belonging to the European Union (EU Dir. 2002/96/EC) and those following differentiated recycling, the Demo Product is subject to differentiated recycling at the end of its life cycle, therefore:
It is forbidden to dispose the Demo Product as an undifferentiated waste or with other domestic wastes. Consult the local authorities for more information on the proper disposal channels.
It is mandatory to sort the Demo Product and deliver it to the appropriate collection centers, or, when possible, return the demo product to the seller.
An incorrect Demo Product disposal may cause damage to the environment and is punished by the law.