Appendix B – Software User License Agreement
MTS. Customer acknowledges that the techniques, algorithms, and processes contained in the software are proprietary to MTS and Customer agrees not to use or disclose such information except as necessary to use the software.
Customer shall take reasonable steps consistent with steps taken to protect its own proprietary information to prevent the unauthorized copying or use by third parties of the software or any of the other materials provided under this Agreement. Any previous version of the software must be destroyed or returned to
4.WARRANTY. MTS warrants that the software will perform substantially in accordance to the product specifications in effect at the time of receipt by Customer. If it fails to perform accordingly, MTS will optionally repair any defect, or replace it. This warranty is void if the failure has resulted from accident, abuse, or misapplication. A signed Software Registration Card must be on file at MTS for this warranty to be in effect.
THE FOREGOING WARRANTY IS IN LIEU ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MTS BE LIABLE FOR CONSEQUENTIAL DAMAGES RESULTING FROM USE OF THE LICENSED PROGRAM, WHETHER AS A RESULT OF MTS NEGLIGENCE OR NOT, EVEN IF MTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.INDEMNIFICATION. MTS will indemnify and defend Customer from any claim that the software infringes on any copyright, trademark, or patent. Customer will indemnify and defend MTS against all other proceedings arising out of Customers use of the software.
6.GENERAL. If any of the provisions, or portions thereof, of this Agreement are invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted.
This is the complete and exclusive statement of the Agreement between the parties, which supersedes all proposals, oral, written and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may only be amended or modified in writing, signed by authorized representatives of both parties.
This Agreement shall be governed by the laws of the State of Minnesota.
The waiver of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default.
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