VXI 3002 manual Software Licence and Warranty

AEROFLEX INTERNATIONAL LTD.

SOFTWARE LICENCE AND WARRANTY

This document is an Agreement between the user of this Licensed Software, the Licensee, and Aeroflex International Limited, the Licensor. By opening this Software package or commencing to use the software you accept the terms of this Agreement. If you do not agree to the terms of this Agreement please return the Software package unopened to Aeroflex International Limited or do not use the software.

1.	DEFINITIONS
The following expressions will have the meanings set out below for the purposes of this Agreement:
Add-In Application Software		Licensed Software that may be loaded separately from time to time into the Equipment to
		improve or modify its functionality
Computer Application Software		Licensed Software supplied to run on a standard PC or workstation
Designated Equipment		the single piece of Equipment upon which the licensed software is installed
Downloaded Software		any software downloaded from an Aeroflex web site
Embedded Software		Licensed Software that forms part of the Equipment supplied by Aeroflex and without which
		the Equipment cannot function
Licence Fee		the consideration ruling at the date of this Agreement for the use of one copy of the Licensed
		Software on the Designated Equipment
Licensed Software		All and any programs, listings, flow charts and instructions in whole or in part including Add-
		in, Computer Application, Downloaded and Embedded Software supplied to work with
		Designated Equipment
2.	LICENCE FEE

The Licensee shall pay the Licence Fee to Aeroflex in accordance with the terms of the contract between the Licensee and Aeroflex.

3. TERM

This Agreement shall be effective from the date hereof and shall continue in force until terminated under the provisions of Clause 9.

4. LICENCE

4.1Unless and until terminated, this Licence confers upon the Licensee the non-transferable and non-exclusive right to use the Licensed Software on the Designated Equipment.

4.2The Licensee may not use the Licensed Software on other than the Designated Equipment, unless written permission is first obtained from Aeroflex and until the appropriate additional Licence Fee has been paid to Aeroflex.

4.3The Licensee may not amend or alter the Licensed Software and shall have no right or licence other than that stipulated herein.

4.4The Licensee may make not more than two copies of the Licensed Software (but not the Authoring and Language Manuals) in machine-readable form for operational security and shall ensure that all such copies include Aeroflex's copyright notice, together with any features which disclose the name of the Licensed Software and the Licensee. Furthermore, the Licensee shall not permit the Licensed Software or any part to be disclosed in any form to any third party and shall maintain the Licensed Software in secure premises to prevent any unauthorised disclosure. The Licensee shall notify Aeroflex immediately if the Licensee has knowledge that any unlicensed party possesses the Licensed Software. The Licensee's obligation to maintain confidentiality shall cease when the Licensed Software and all copies have been destroyed or returned. The copyright in the Licensed Software shall remain with Aeroflex. The Licensee will permit Aeroflex at all reasonable times to audit the use of the Licensed Software.

4.5The Licensee will not disassemble or reverse engineer the Licensed Software, nor sub-licence, lease, rent or part with possession or otherwise transfer the whole or any part of the Licensed Software.

5 WARRANTY

5.1Aeroflex certifies that the Licensed Software supplied by Aeroflex will at the time of delivery function substantially in accordance with the applicable Software Product Descriptions, Data Sheets or Product Specifications published by Aeroflex.

5.2The warranty period (unless an extended warranty for Embedded Software has been purchased) from date of delivery in respect of each type of Licensed Software is:

Embedded Software	12 months
Add-In Application Software	90 days
Computer Application Software	90 days
Downloaded Software	No warranty

5.3If during the appropriate Warranty Period the Licensed Software does not conform substantially to the Software Product Descriptions, Data Sheets or Product Specifications Aeroflex will provide:

5.3.1In the case of Embedded Software and at Aeroflex’s discretion either a fix for the problem or an effective and efficient work- around.

5.3.2In the case of Add-In Application Software and Computer Application Software and at Aeroflex’s discretion replacement of the software or a fix for the problem or an effective and efficient work-around.

5.4Aeroflex does not warrant that the operation of any software will be uninterrupted or error free.