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7RAYCHEM-OM-EU2032-NGCUIT3EX-EN-2203
THAT PROGRAM DEFECTS WILL BE CORRECTED.
4. THE MEDIUM ON WHICH THE PROGRAM IS ENCODED IS WARRANTED TO BE FREE FROM DEFECTS
IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF DELIVERY
TO YOU AS EVIDENCED BY A COPY OF YOUR RECEIPT. ALTHOUGH nVent BELIEVES THE MEDIA AND THE PROGRAM TO BE
FREE OF VIRUSES, THE MEDIUM AND THE PROGRAM ARE NOT WARRANTED TO BE VIRUS FREE. nVent’ LIABILITY AND YOUR
EXCLUSIVE REMEDY IF THE MEDIUM IS DEFECTIVE OR INCLUDES ANY VIRUS SHALL BE PROMPT REPLACEMENT OF THE
MEDIUM WITH A NEW NGC-UIT3-EX SOFTWARE PRE-ENCODED DISC.
5. EXCEPT AS EXPRESSLY PROVIDED ABOVE, nVent DISCLAIMS ALL WARRANTIES, EITHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, EVEN IF nVent HAS BEEN ADVISED OF SUCH PURPOSE. THIS AGREEMENT GIVES YOU SPECIFIC
LEGAL RIGHTS. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF WARRANTIES SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU.
6. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY
YOU. IN NO EVENT SHALL nVent, ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR OTHER REPRE-
SENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY LOSS, DAMAGE, OR DELAY, OR
FOR ANY LOST PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR FOR ANY COMPENSATORY, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, INDIRECT DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) OF ANY KIND ARISING OUT OF OR
IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE OR THIS AGREEMENT (EVEN IF nVent HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). FURTHER, IN NO EVENT SHALL nVent, ITS AFFILIATES, DIRECTORS,
OFFICERS, SHAREHOLDERS, EMPLOYEES OR OTHER REPRESENTATIVES BE LIABLE TO YOU IN AN AMOUNT GREATER THAN
THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, FOR THE SOFTWARE.
YOU FURTHER AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR RELATED TO USE OF THE SOFTWARE OR THE TERMS AND CONDITIONS MUST BE FILED WITHIN ONE (1)
YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
7. To the extent allowed under federal and state law, you agree to indemnify and hold nVent, its parents, subsidiaries,
affiliates, officers, employees, sponsors and partners harmless from any claim, loss, cost, expense, demand, or damage, including
reasonable attorneys’ fees, arising directly or indirectly out of (a) your use of, or inability to use, the Software, (b) your activitiesin
connection therewith, or (c) your breach of this Agreement or violation of the rights ofany other party.
8. The license granted herein will automatically terminate without notice from nVent if you fail to comply with any term
or condition of this Agreement. You agree, upon such termination, to remove the NGC-UIT3-EX Software from any memory and/or
storage media or device, and to return the NGC-UIT3-EX Software, including all media and written materials, or destroy the same
and certify such destruction to nVent, along with any backup or other copies in your possession.
9. This Agreement constitutes the sole and complete understanding between the
parties with respect to the NGC-UIT3-EX Software and its use, and may not be varied except by a writing signed by an officer of
nVent. You agree that you may not rely on any representations concerning the NGC-UIT3-EX Software to the extent they vary from
this Agreement, and such representations, if any, will neither add to nor vary the terms of this Agreement.
10. This Agreement is governed by the laws of the State of California and the United States, including U.S. Copyright
Laws.
11. The NGC-UIT3-EX Software may require a license from the U.S. Department of Commerce or other governmental
agency before it may be exported. The term “export” includes many acts (such as transferring the NGC-UIT3-EX Software to a
foreign citizen within the United States), in addition to sending or taking the NGC-UIT3-EX Software outside the United States.
You agree to ascertain the necessary licensing procedures and obtain any required licenses before exporting the NGC-UIT3-EX
Software. You also agree to indemnify nVent and assume all financial responsibility for any losses it may suffer if you do not
comply with thisparagraph.
12. User acknowledges that the NGC-UIT3-EX Software has been developed at private expense
and is provided with “Restricted Rights.” Use, duplication or disclosure by the Government is subject to restrictions as set forth
in subparagraph (b)(3) and paragraph (c) of the Rights in Technical Data clause at 48 C.F.R. 252.227-7013, or subparagraphs (c)
(1) and (2) of the Commercial Computer Software – Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable. This provision
applies to the NGC-30 Software acquired directly or indirectly by or on behalf of any government. The NGC-30 Software is a
commercial product, licensed on the open market at market prices, and was developed entirely at private expense and without
the use of any government funds. Any use, modification, reproduction, release, performance, display, or disclosure of the NGC-
30 Software by any government shall be governed solely by the terms of this Agreement and shall be prohibited except to the
extent expressly permitted by the terms of this Agreement, and no license to the NGC-30 Software is granted to any government
requiring different terms.
13. You may neither assign any right nor delegate any obligation under this Agreement and attempted assignment or
delegation shall be void. nVent may freely assign this agreement and its rights and obligations there under to any third party.
14. If any of the provisions of this provisions Agreement are invalid under any applicable statute or rule of law, they
are to that extent deemed omitted.
15.
No failure or delay of nVent in exercising or enforcing any right or provision of this Agreement shall constitute a waiver of such right
or provision, or any other right or provision hereunder. Furthermore, any waiver by nVent of any right or provision of this Agreement shall not
be construed as, or constitute, a continuing waiver of such right or provision, or waiver of any other right or provision of this Agreement.
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