End User License Agreement
Before using Mosaic’s microcomputer products (including any hardware and its associated software) please read this document carefully. By installing this product you are agreeing to become bound by the terms of this Agreement including a software license and disclaimer of warranty. If you do not agree to the terms of this Agreement promptly return the product to Mosaic Industries, Inc. for a refund. Mosaic Industries, Inc., ("Mosaic"), grants to you ("Developer") a license ("License") to use Mosaic's microcomputer products and software in connection with Developer's internal use and/or development and distribution of Developer's products subject to the following terms and conditions:
1. Hardware and Software
Upon receipt of the applicable payment, Mosaic will deliver to Developer: a) Microcomputer hardware ("Hardware"); b) Development Software and Programming Language(s) ("Development Software"); c) Embedded Operating System and Device Driver Libraries ("Firmware"); and, d) Hardware and Software Documentation ("Documentation"). Development Software and Firmware together and separately are termed "Sofware".
In consideration for Developer's compliance with the terms of this document, Mosaic grants Developer a non-exclusive, non-royalty bearing license to use the Hardware, Development Software, Firmware and Documentation for the development of the Developer's products, and to distribute the Hardware and Firmware only as incorporated or embedded in Developer's products.
Developer may not copy the Firmware or transfer it to any other computer system, or transmit, distribute, or otherwise electronically transfer it over a network. Developer may copy or transfer Development Software only as required by Developer for installing and using Development Software to create application programs targeted to Mosaic Hardware. The Firmware contains trade secrets; Developer may not decompile, reverse engineer, disassemble, or otherwise reduce it to a human-perceivable form. License to the Firmware pertains only to the Firmware as it resides on the Hardware and no license is granted for the use of the Firmware if it has been removed from the Hardware. Developer may not copy the Hardware, reverse engineer the board design, or fabricate derivative versions of the Hardware. Developer may copy the Documentation for Developer's internal use only.
4. Term and Termination
The term of this License begins upon receipt by Mosaic of payment for the Hardware, Development Software and Firmware, and remains in effect until terminated. It is terminated automatically without notice from Mosaic if Developer fails to comply with any provision herein. Upon termination Developer will immediately stop distribution of products containing the Hardware and cease further use of the Hardware.
5. Export Law Assurances
Developer agrees and certifies that neither the Hardware, Development Software, Firmware, Documentation, nor products containing these will be shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and its regulations.
6. Limited Hardware Warranty
Mosaic will repair or replace within 90 days of purchase any Hardware containing defects in material or workmanship. Products that have suffered damage inflicted by the customer (for example by removal or modification of on-board components or exposing the board to out-of-specification voltages that cause component damage) are not covered by this warranty.
7. Disclaimer of Warranty
MOSAIC PROVIDES THE Software "AS IS" WITHOUT WARRANTY OF ANY KIND, AND PROVIDES THE Hardware WITHOUT ANY WARRANTY BEYOND THAT DESCRIBED IN “6 Limited Hardware Warranty” OF THIS AGREEMENT. NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE PROVIDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Mosaic does not warrant that the functions contained in the Hardware and Software will meet Developer's requirements or that the operation of the Hardware and Software will be uninterrupted or error free or that defects will be corrected. DEVELOPER ASSUMES THE ENTIRE RISK OF USING THE Hardware AND Software.
8. Limitation of Remedies
In no event will Mosaic be liable to Developer or to any other party for special, indirect, or consequential damages or other loss (even if Mosaic has been advised of the possibility of such damages) arising out of use or distribution of the Hardware and Software.
9. Life Support Policy
MOSAIC’S PRODUCTS, INCLUDING HARDWARE AND SOFTWARE, ARE NOT DESIGNED, INTENDED OR AUTHORIZED FOR USE AS COMPONENTS IN LIFE SUPPORT DEVICES OR SYSTEMS. They are not designed for any application in which the failure of the product could create a situation where personal injury, death or property damage may occur. Should Developer purchase or use Mosaic’s products for any such unintended or unauthorized application, Developer agrees to indemnify and hold Mosaic and its officers, employees, subsidiaries, affiliates, and distributers harmless against all claims, cost, damages, expenses, and reasonable attorneys fees arising out of, directly or indirectly, any claims of personal injury, death or property damage associated with such unauthorized use, even if such claim alleges that Mosaic was negligent regarding the design or manufacture of the product.
Developer shall indemnify and hold Mosaic harmless from any and all claims, expenses, damages, and losses arising out of Developer's use of the Hardware and Software.
11. Proprietary Rights of Mosaic
Developer acknowledges that the Software and the design of the Hardware are the sole and exclusive property of Mosaic. Developer agrees that transfer of the Firmware to any other computer system other than that provided by Mosaic, or duplication of the design of the Hardware, will substantially diminish the value of Mosaic's proprietary rights, and that in such event Mosaic shall be entitled to obtain immediate equitable relief, including but not limited to injunctive relief, in addition to any other rights and remedies to which Mosaic may be entitled.
12. General Provisions
Developer may transfer all rights under this License to another party together with a copy of this License provided that 1) Developer transfers, in its entirety, the Hardware, Software and Documentation to the other party, and 2) the other party agrees to accept the terms as stated in this License. The Hardware and Software is licensed to Developer for use only under the terms of this License, and Mosaic Industries, Inc. reserves any rights not expressly granted. This document will be construed under the laws of the State of California. If any provision shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
This License contains the entire understanding of the parties with respect to these matters; it may be changed or modified only in writing signed by both parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.