Netlink Installation and Operation Manual
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Installation and Operation
(c) Reservations regarding Upgrades. LIFESAFETY POWER INC. may cease providing
Upgrades at any time and/or may cease providing Upgrades without additional
charge and may require an additional charge for Upgrades at any point
in time without notice. Recipient will be informed of any such additional
charges at the time of requesting such Upgrades. Upgrades may be re-
quested by downloading or by requesting other forms of delivery.
4. DISCLAIMER OF WARRANTIES.
(a) “AS-IS” SOFTWARE. THE SOFTWARE (AS DEFINED IN THIS AGREEMENT) IS PRO-
VIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND WITH ALL FAULTS.
(b) WARRANTY DISCLAIMERS, NO WARRANTY. LIFESAFETY POWER INC. MAKES NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON
LAW, CUSTOM, USAGE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. LIFESAFETY POWER INC. MAKES NO WARRANTIES, CONDITIONS, REP-
RESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COM-
MON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING
WITHOUT LIMITATION PERFORMANCE, RESULTS, NONINFRINGEMENT OF ANY
PARTY'S RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY,
OR FITNESS FOR ANY PARTICULAR PURPOSE.
(c) LIFESAFETY POWER PROVIDES NO TECHNICAL SUPPORT OR REMEDIES FOR THE
SOFTWARE.
(d) LIFESAFETY POWER INC. does not warrant that the Software will perform without
error or that it will run without immaterial interruption. LIFESAFETY POWER INC.
provides no warranty regarding, and will have no responsibility for, any claim arising
out of: (i) a modification of the Software; or (ii) use of the Software in combination
with any operating system or Third Party Information not authorized in the Docu-
mentation or with hardware or software specifically forbidden by the Documentation.
5. LIMITATION OF LIABILITY.
(a) Limitations. Except as provided below: (i) IN NO EVENT WILL LIFESAFETY POWER
INC.’S, OR ANY OF ITS OFFICERS’, DIRECTORS’, SHAREHOLDERS’, PARENTS’,
SUBSIDIARIES’, AGENTS’, INSURERS’, SUCCESSORS’, AND/OR ASSIGNS’, LIABIL-
ITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE
OF FEES PAYABLE TO LIFESAFETY POWER INC. PURSUANT TO THIS AGREEMENT
(INCLUDING FEES BOTH PAID AND DUE) AT THE TIME OF THE EVENT GIVING
RISE TO THE LIABILITY; AND (ii) IN NO EVENT WILL LIFESAFETY POWER INC. OR
ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES,
AGENTS, INSURERS, SUCCESSORS, AND/OR ASSIGNS BE LIABLE FOR ANY CON-
SEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LI-
ABILITIES LIMITED BY THIS SUBSECTION 5(a) APPLY: (A) TO LIABILITY FOR NEG-
LIGENCE; (B) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (C) EVEN IF LIFESAFETY
POWER INC., AND/OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PAR-
ENTS, SUBSIDIARIES, AGENTS, INSURERS, SUCCESSORS, AND/OR ASSIGNS IS/
ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION
AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF RECIPI-
ENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the
application of the provisions of this Section 5(a), LIFESAFETY POWER INC.’s liability
will be limited to the maximum extent permissible.
(b) Further Limitations. IN NO EVENT WILL LIFESAFETY POWER INC. OR ANY OF ITS
OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AGENTS, IN-
SURERS, SUCCESSORS, AND/OR ASSIGNS BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR
RELATED TO ANY OF THE FOLLOWING:
(i) revisions to the Software made without the express, written consent of LIFE-
SAFETY POWER INC.;
(ii) Recipient’s failure to incorporate Software Upgrades that would have avoided
the alleged liability, provided LIFESAFETY POWER INC. offered such Upgrades
without fees or charges and with notice to Recipient thereof;
(iii) use of the Software in combination with hardware or software or Third Party
Information not provided by LIFESAFETY POWER INC.: (A) that is specifically
forbidden by the Documentation; or (B) that is not designated in the Documenta-
tion as available for interface with the Software.
6. Term and Termination.
(a) Term. This AGREEMENT shall remain in effect so long as the Recipient continues
to use and/or maintain any copies of the Software within Recipient’s possession or
control in any storage medium without limitation.
(b) Termination for Cause. Either party may terminate this AGREEMENT for material
breach by written notice, effective in 30 days unless the other party first cures such
breach.
(c) Effects of Termination. Upon termination of this AGREEMENT, the licenses granted
herein shall terminate and Recipient shall cease all use of the Software and delete all
copies in its possession or control. The following provisions will survive termination
of this AGREEMENT: (i) any obligation of Recipient to pay for Software and/or Up-
grades rendered before termination; (ii) Sections 4, 5 and 7 of this AGREEMENT; and
(iii) any other provision of this AGREEMENT that must survive termination to fulfill
its essential purpose.
7. Miscellaneous.
(a) Notice and Contact Information. LIFESAFETY POWER INC. may be contacted at the
mailing address below or by the LIFESAFETY POWER INC. website. Notices pursuant
to this AGREEMENT should be sent to the address below, or to such others as may
be provided in writing. Such notices will be deemed received at such addresses upon
the earlier of (i) actual receipt or (ii) delivery in person, by fax with written confirma-
tion of receipt, or by certified mail return receipt requested.
(i) Corporate Headquarters, Mailing Address: LIFESAFETY POWER INC., 304 Ter-
race Drive, Mundelein, IL, 60060 USA.
(ii) Website Address: www.lifesafetypower.com
(b) Independent Contractors. The parties are independent contractors and will so rep-
resent themselves in all regards. Neither party is the agent of the other and neither
may bind the other in any way. Nothing in this AGREEMENT is intended or shall
be construed to create between the Parties a relationship of principal and agent,
partners, joint venturers, or employer and employee. No Party shall hold itself out to
others or seek to bind or commit another Party in any manner inconsistent with this
AGREEMENT.
(c) No Waiver. Neither party will be deemed to have waived any of its rights under this
AGREEMENT by lapse of time or by any statement or representation other than (i)
by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a
breach of this AGREEMENT will constitute a waiver of any prior or subsequent breach
of this AGREEMENT.
(d) Force Majeure. To the extent caused by force majeure, no delay, failure, or default will
constitute a breach of this AGREEMENT.
(e) Choice of Law & Jurisdiction. This AGREEMENT shall be governed solely by the
internal laws of the State of Illinois, without reference to such State’s principles of
conflicts of law. The parties consent to the personal and exclusive jurisdiction of the
federal and state courts of Illinois, United States of America.
(f) Severability. All of the provisions of this AGREEMENT are intended to be distinct and
severable. To the extent permitted by applicable law, the parties hereby waive any
provision of law that would render any clause of this AGREEMENT invalid or other-
wise unenforceable in any respect. In the event that a provision of this AGREEMENT
is held to be invalid or otherwise unenforceable, such provision will be interpreted to
fulfill its intended purpose to the maximum extent permitted by applicable law, and
the remaining provisions of this AGREEMENT will continue in full force and effect.
(g) Conflicts among Attachments. In the event of any conflict between the terms of this
main body of this AGREEMENT and those of any attachment including those of any
documentation, the terms of this main body will govern.
(h) Electronic Execution, Binding Agreement. This AGREEMENT may be executed as a
“click-wrap” or “browse-wrap” AGREEMENT or by other form of electronic signature
and Recipient agrees that this execution shall result in a binding AGREEMENT be-
tween the parties. RECIPIENT AGREES THAT THIS AGREEMENT IS ENFORCEABLE
LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY RECIPIENT OR RE-
CIPIENT’S AUTHORIZED REPRESENTATIVE. THIS AGREEMENT IS ENFORCEABLE
AGAINST RECIPIENT AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE
AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT INSTALL OR
USE THIS SOFTWARE.
(i) Interpretation and Construction. The parties agree that the terms of this AGREEMENT
result from negotiations between them. This AGREEMENT will not be construed in
favor of or against either party by reason of authorship.
(j) Entire Agreement. This AGREEMENT sets forth the entire AGREEMENT of the parties
and supersedes all prior or contemporaneous writings, negotiations, and discus-
sions with respect to the subject matter hereof. Neither party has relied upon any
such prior or contemporaneous communications.
(k) Modification or Amendment. Notwithstanding any modifications related to Upgrades
made in accordance with section 3(b) above, this AGREEMENT may not be modified
or amended except (i) by Authorized Representatives of each party and (ii) in a writ-
ten contract signed by both parties.
(l) Headings. The headings of sections and subsections have been included for conve-
nience only and shall not be considered in interpreting this AGREEMENT.
(m) Counterparts. This AGREEMENT may be executed in one or more counterparts, each
of which shall be deemed to be an original, and all of which together shall constitute
one and the same AGREEMENT.
(n) Notice to U.S. Government End Users. The development of the Software has been
exclusively at the private expense of LIFESAFETY POWER INC. Accordingly, the
Software and Documentation are “Commercial Items,” as that term is defined at 48
C.F.R. §2.101, and comprises “Commercial Computer Software” and “Commercial
Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212
or 48 C.F.R. §227.7202, as applicable. Accordingly, and consistent with 48 C.F.R.
§12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Com-
mercial Computer Software and Commercial Computer Software Documentation are
being licensed to U.S. Government end users (a) only as Commercial Items and (b)
with only those rights as are granted to all other end users pursuant to the terms and
conditions herein.
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