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SOFTWARE LICENSE AGREEMENT & HARDWARE WARRANTY

This Software License Agreement (the “Agreement”) is an agreement between you (both the individual installing and/or using the Product and any legal entity on whose behalf such individual is acting) (“You” or “Customer”) and Next Silicon Ltd. and its affiliates (“NextSilicon”).

TAKING ANY STEP TO SET-UP, USE OR INSTALL THE SOFTWARE CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF YOU HAVE ORDERED THE PRODUCT, SUCH ORDER IS CONSIDERED AN OFFER BY YOU, NEXTSILICON’S ACCEPTANCE OF YOUR OFFER IS EXPRESSLY CONDITIONAL ON YOUR ASSENT TO THE TERMS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. THIS AGREEMENT SUPERSEDES ANY PREVIOUS VERSIONS. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, DO NOT INSTALL NOR USE THE PRODUCT.

Part I – License Agreement

  1. Definitions
    1. “Appliance” means a fully integrated solution manufactured by an OEM Manufacturer for and on behalf of NextSilicon which includes the Device, Software and such OEM hardware.
    2. Device means NextSilicon’s Maverick-2 OAM device or NextSilicon’s Maverick-2 PCIe Card that is provided by NextSilicon for use together with the Software, as set forth in the applicable Purchase Order.
    3. “OEM Manufacturer” means the original equipment manufacturer contracted by NextSilicon or on its behalf for the contract manufacturing of the Appliance using the Device and Software, as well as OEM’s own proprietary products.
    4. “Product” means the (i) Device and the Software; (ii) Appliance.
    5. “Purchase Order” means the purchase order submitted by Customer and accepted by NextSilicon for the sale of Products and/or provision of certain services.
    6. “Software” means collectively, (i) the object code versions of NextSilicon’s proprietary software for compute intensive applications customary with high-performance computing needs as provided by NextSilicon for use in and solely with the Devices, along with their documentation; and (ii) NextSilicon’s software simulator.
  2. Use of the Software
    1. Grant of Rights. Subject to Customer’s compliance with the terms and conditions of this Agreement, including, without limitation, the timely payment of all fees set forth in NextSilicon’s quote, NextSilicon grants to Customer a limited, revocable (upon breach), non-exclusive, non-transferable, non-sublicensable right to access and use the Software strictly with the Device (purchased as a standalone product or as part of the Appliance), for its intended purpose and in accordance with all related documentation and any applicable law.
    2. Support
      1. During the term of this Agreement, NextSilicon will provide technical support in accordance with the Purchase Order and NextSilicon’s relevant standard support policy as in effect from time to time. Upon request of Customer, NextSilicon may provide training, support and professional services, at NextSilicon’s then-current applicable fees.
      2. During the term of this Agreement, NextSilicon shall ensure that all product warranty and support services to the Appliance, which are provided and offered by the OEM Manufacturer, as listed in the documentation, are made available to Customer. NextSilicon’s sole responsibility in case of support and maintenance which does not relate to the Devices or Software, shall be to pass-through the product warranty undertakings of the OEM Manufacturer to Customer and assist as reasonably necessary to Customer in coordinating any such support and maintenance services provided by OEM Manufacturer.
    3. Updates. During the term of this Agreement, and at NextSilicon’s sole discretion, NextSilicon may provide bug fixes, error corrections, patches and other improvements to the Software (“Updates”). Once made available to Customer, Updates will be deemed part of the Software under this Agreement.
    4. Open Source Software. The Software may be delivered with software that is subject to open source licensing terms (“Open Source Software”), which terms are available upon request. Certain Open Source Software licenses require that source code be made available upon request. Customer may request a list of such source code from NextSilicon. Customer agrees that all Open Source Software shall be and shall remain subject to the terms and conditions under which it is provided. THE OPEN SOURCE SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND NEXTSILICON FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER NEXTSILICON NOR THE LICENSORS OF OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COPYRIGHTS TO THE OPEN SOURCE SOFTWARE ARE HELD BY THE COPYRIGHT HOLDERS INDICATED IN THE COPYRIGHT NOTICES IN THE CORRESPONDING SOURCE FILES.
  3. Term and Termination
    1. Term. The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with the terms of this Agreement.
    2. Termination. Either party may terminate this Agreement (ii) if the other party has materially breached this Agreement (including, without limitation, non-payment of any fees due under this Agreement) and failed to cure such breach within thirty (30) days after receiving written notice from the non-breaching party describing the nature of the breach; or (ii) if the other party is adjudicated bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party, or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. NextSilicon may terminate this Agreement by providing sixty (60) days written notice to the Customer.
    3. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (i) Customer shall immediately cease using the Software; and (ii) all payments due hereunder by Customer shall become immediately due and payable. Sections 2.4, ‎3.3, ‎4-7, and 9-11 will survive the expiration or termination of this Agreement for any reason.
  4. Proprietary Rights
    1. Software. Customer acknowledges and agrees that NextSilicon exclusively owns and will retain all intellectual property rights in the Software, and in any and all algorithms, platforms, services, documentation and other technology developed, supplied or made available by NextSilicon (alone or with others) and including any updates, enhancements, improvements and derivatives to or of any of the foregoing.
    2. Restrictions. Customer will not (and will not allow any third party to): (a) use Software for any purpose other than to utilize the Device or Appliance; (b) decipher, decompile, disassemble, attempt to find the underlying code of, or reverse-engineer, any of the software, algorithms, or technology included in or used to provide the Software; (c) copy, modify, frame, or create derivative works of the Software; (d) remove or alter any trademark, product names, logos, or any other proprietary notices, legends, symbols or labels; (e) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party any part of the Software; (f) circumvent, disable or otherwise interfere with security-or access-related features of the Software or attempt any of the foregoing; (g) publish or otherwise disclose to third parties the results of benchmark tests of the Software or other NextSilicon technology, without NextSilicon’s prior written consent; (h) access or use any part of the Software in order to build a competitive product or service.
    3. No Implied Rights. Each party respectively reserves all of its rights not expressly granted in this Agreement. No licenses will be granted by NextSilicon to Customer under this Agreement with respect to the Software or any trademarks, service marks or logos of NextSilicon, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement.
    4. Feedback. Customer agrees that NextSilicon will be free to use any feedback or input provided to NextSilicon by Customer in relation to the Product (“Feedback”). Customer acknowledges that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such Feedback shall belong exclusively to NextSilicon and that such shall be considered NextSilicon’s Confidential Information. Customer shall not disclose or publish the Feedback or otherwise make any such information publicly available. To the extent that the Feedback does not vest in NextSilicon upon creation, Customer undertakes to assign and hereby assigns and transfers to NextSilicon all right, title and interest that Customer may have in the Feedback expressly including the intellectual property rights related thereto.
  5. Confidentiality. During the Term, each party may have access to certain non-public proprietary, confidential or trade secret information or data of the other party, whether furnished before or after the execution of the Purchase Order, and regardless of the manner in which it is furnished (together, the “Confidential Information”). Any feedback, software, trade secrets and specifications relating to the Product constitute NextSilicon’s Confidential Information. Confidential Information shall exclude any information that (a) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (b) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (c) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; or (d) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the “Representatives”) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information, then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief.
  6. Disclaimer. THE SOFTWARE AND ANY SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. NEXTSILICON DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREEOR OR THAT ERRORS/BUGS ARE REPRODUCIBLE OR REPAIRABLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OR THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NEXTSILICON DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS CUSTOMER BELIEVES ARE NECESSARY OR ADVISABLE TO PROTECT CUSTOMER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE SOFTWARE AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE SOFTWARE. NEXTSILICON SHALL NOT BE RESPONSIBLE FOR DAMAGE TO OR LOSS OF ANY PROGRAMS, DATA, OR THE RESTORATION OR REINSTALLATION OF ANY PROGRAMS OR DATA. THE SOFTWARE IS NOT DESIGNED FOR USE REQUIRING CONTINUOUS, ERROR-FREE OR FAILSAFE OPERATION (INCLUDING, WITHOUT LIMITATION, IN APPLICATIONS INVOLVING CRITICAL INFRASTRUCTURES, NUCLEAR POWER PLANTS, MILITARY APPLICATIONS, AIRCRAFT NAVIGATIONAL AND COMMUNICATIONS SYSTEMS, OR IN MEDICAL OR OTHER APPLICATIONS ESSENTIAL TO MAINTAINING HUMAN LIVES).
  7. Limitation of Liability. IN NO EVENT WILL NEXTSILICON OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE OR DATA, LOSS OR INTERRUPTION OF BUSINESS OR PRODUCTION, OR FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR OTHERWISE THE SOFTWARE, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEXTSILICON’S CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, OR OTHERWISE THE SOFTWARE, EXCEED THE LOWER OF: (I) THE TOTAL AMOUNT PAID BY CUSTOMER TO NEXTSILICON FOR PURCHASE OF DEVICES OR APPLIANCES DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; AND (II) USD 10,000.
  8. Indemnification
    1. Indemnification. NextSilicon shall defend any claim asserted against Customer by a third party alleging that the Software directly infringes any patent, copyright, trademark, or trade secret, in the U.S or in Israel. NextSilicon will indemnify Customer for any damages Customer suffers and costs Customer reasonably incurs that are directly attributable to any such claim and that are assessed against Customer in a final, non-appealable judgment or agreed upon by NextSilicon in a settlement.
    2. Exclusions. NextSilicon’s indemnification obligation shall not apply with respect to any claims relating to: (a) any modification made to the Software by anyone other than NextSilicon; (b) the combination or use of the Software with other products, processes, or materials not supplied by NextSilicon or specified in the NextSilicon’s documentation as being necessary to use the Software; (c) to the extent that such liability could have been avoided but for Customer’s failure to implement the infringement remedies that NextSilicon made available; (d) Customer’s use of the Software in a manner not permitted by this Agreement; (e) OEM Manufacturer’s hardware, software or component within the Appliance.
    3. Procedure. As a condition to the indemnification and defense obligations hereunder Customer shall provide NextSilicon with: (a) prompt written notice of the claims; (b) the right to control and direct the investigation, defense and settlement of such claims; and (c) reasonable cooperation in connection with such investigation, defense and settlement.
    4. Infringement. If the Software, or any part thereof, becomes, or in the sole judgment of NextSilicon, may become, the subject of any claim, suit or proceeding for infringement of any intellectual property right, or in the event of any adjudication that the Software, or any part thereof, infringes any intellectual property right, or if the use of the Software, or any part thereof, is enjoined, NextSilicon may, at its option and expense (a) procure the right under such intellectual property right to use or sell, as appropriate, the Software or such part thereof; or (b) suitably modify the Software, or part thereof.
    5. Sole Remedy. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE TERMS SET FORTH IN THIS SECTION ‎STATE NEXTSILICON’S ENTIRE LIABILITY AND OBLIGATION AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
  9. Publicity. NextSilicon may use Customer’s name and logo in its customer lists which may be posted on NextSilicon’s website or other marketing materials, provided that such postings will at all times comply with any trademark usage guidelines provided by Customer to NextSilicon and will promptly be removed following Customer’s request to do so. In addition, with the prior written approval of Customer (which Customer will consider in good faith), NextSilicon may issue a press release or other public announcement describing its relationship with Customer, including detailed descriptions of Customer’s use of the Product or related practices or any financial impact the Product has had on Customer.
  10. Export. Customer shall not ship, transfer, or export the Product or any component thereof, or use the Product in any manner prohibited by law, including without limitation: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, or the Crimea, Donetsk People’s Republic (DNR) or Luhansk People’s Republic (LNR), regions of Ukraine, nor exported for any military end-users or to any military end-users in Russia without required export authorization, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. The Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of, any such prohibited country or on any such prohibited party list.
  11. Miscellaneous
    1. Entire Agreement. This Agreement constitutes the entire agreement between NextSilicon and Customer with regard to the sale and use of the Product, and expressly supersedes and replaces any prior or contemporaneous understandings, agreements and representations, oral or written. Any terms or conditions included in any other documents, orders, specifications, requirements or communications issued or generated by Customer that are inconsistent with or in addition to this Agreement will be deemed stricken and are hereby rejected. If any contradiction arises between this Agreement and a Purchase Order, this Agreement will prevail. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by the parties.
    2. Severability; No waiver. In the event that any provision of this Agreement is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of this Agreement shall remain in full force and effect. No waiver or amendment of any breach or provision contained in this Agreement will be binding on NextSilicon unless embodied in a writing expressly stating that it is such a waiver or amendment and signed by an officer of NextSilicon. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
    3. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Israel exclusive of its choice of law rules. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The competent courts in the city of Tel Aviv, Israel shall have exclusive jurisdiction to hear any disputes arising under this Agreement. Notwithstanding the foregoing, in the event a breach or threatened breach of this Agreement that could result in irreparable harm to a party for which money damages would be an inadequate remedy, including, without limitation, breaches of Sections ‎4.2 or ‎5, the non-breaching party will be entitled to seek immediate equitable and other provisional relief, in addition to any other remedies available at law or in equity and without prejudice to any such other remedies.
    4. Relationship of the Parties. The parties hereto are and intend to remain independent contractors. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between Customer and NextSilicon or authorizes Customer to act on behalf of NextSilicon.
    5. Audit Rights. NextSilicon may audit (using its own employees and those of an independent auditing firm) Customer’s use of the Product to verify its compliance with this Agreement. Customer agrees to give NextSilicon (or the auditing firm) reasonable access to Customer’s facilities and records for purposes of conducting these audits. NextSilicon will give Customer at least five (5) days advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than three days and once per year. NextSilicon will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that Customer has failed to comply with this Agreement in a material way, in which case Customer shall reimburse NextSilicon for such costs.
    6. Assignment. Neither party may assign, directly or indirectly, this Agreement, in whole or in part, to any third party, without the prior written consent of the other party; provided, however, that NextSilicon will have the right, without the prior written consent of Customer, to assign this Agreement (or its rights or obligations under this Agreement) to (i) an affiliate of NextSilicon; or (ii) an unrelated entity in connection with a merger, acquisition or sale of all or substantially all of its assets with or to such other entity. Any assignment in violation of the foregoing shall be void. Further, NextSilicon may terminate this Agreement by written notice to Customer upon a change of control of Customer. As used herein, “change of control” means the sale of all or substantially all the assets of Customer; the sale or issue of shares or securities representing a majority of the voting power of Customer; or acquisition of Customer by means of a merger or other form of corporate reorganization.
    7. Force Majeure. NextSilicon will not be liable to Customer due to any delay in delivery of the Devices, Appliances or any other non-performance hereunder caused by circumstances beyond the reasonable control of NextSilicon, including, without limitation, war, terror attacks, acts of God, regulation or other acts of civil or military authority, required approvals of government bodies, fires, strikes, floods, epidemics, quarantine restrictions, riots, shortage of materials, delays in transportation, breakdown of plant or machinery, or default of suppliers or subcontractors.
    8. Notices. All notices given pursuant to this Agreement shall be in writing and may be hand delivered or shall be deemed received within five (5) business days after mailing if sent by registered or certified mail, return receipt requested. Notices shall be sent to the address set forth in the Purchase Order or such other address as either party may specify in writing to the other party from time to time. Any notice NextSilicon may be required to provide to Customer under this Agreement may also be provided to the email address provided by Customer in the Purchase Order.

Part I – License Agreement

  • Warranty. The Device purchased shall be free from defects in material and operate substantially without defects for a period of 12 months from the date of delivery to Customer (“Warranty”). NextSilicon’s sole obligation, and Customer’s sole and exclusive remedy, for breach of such Warranty is for NextSilicon to repair or replace the defective Device, provided that Customer provides a written detailed notice of these defects within 12 months of the delivery of the defective Devices to Customer. In the event NextSilicon determines that the failure is due to a part of the Appliance which originated for the OEM Manufacturer, NextSilicon’s sole obligations and Customer’s sole and exclusive remedy, shall be for NextSilicon to pass-through the product warranty of the OEM Manufacturer and reasonably assist in exercising its rights.
  • Exclusions. The Warranty shall not apply to: (a) Device that has no defects in materials or workmanship, (b) cosmetic damage, (c) normal wear and tear, (d) expendable or consumable parts, (e) defects or damage to the Device arising from or related to: (1) any modifications, alterations, tampering, repair, or servicing by any party other than NextSilicon or its authorized representatives; (2) handling, transit, storage, installation, testing, maintenance, or use not in accordance with the Device documentation; (3) abuse, negligence, neglect, accidents, or misuse; (4) third party software or viruses; (5) software loss or data loss that may occur during repair or replacement; (6) fire or spillage of food or liquid, external electrical fault, or any acts of God (such as, but not limited to, lightning), or any other external factor. In addition, NextSilicon shall not be responsible for any interoperability or compatibility issues that may arise when (i) products, software, or options not supported by NextSilicon are used; (ii) configurations not supported, provided, or approved by NextSilicon are used.
  • Declaimer. EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE DEVICES AND APPLIANCES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXTSILICON DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY, AND NON-INFRINGEMENT. NEXTSILICON DOES NOT WARRANT THAT THE DEVICES OR APPLIANCES WILL BE UNINTERRUPTED OR ERROR-FREE, AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OR THE USE OF THE DEVICES OR APPLIANCES IN TERMS OF ITS CORRECTNESS, USEFULNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER SHALL BE RESPONSIBLE FOR TAKING ALL PRECAUTIONS CUSTOMER BELIEVES ARE NECESSARY OR ADVISABLE TO PROTECT CUSTOMER AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF ANY USE OF OR RELIANCE UPON THE DEVICES OR APPLIANCES AND FOR VERIFYING ANY OUTPUT RESULTING FROM USE OF THE DEVICES OR APPLIANCES. NEXTSILICON SHALL NOT BE RESPONSIBLE FOR DAMAGE TO OR LOSS OF ANY PROGRAMS, DATA, OR THE RESTORATION OR REINSTALLATION OF ANY PROGRAMS OR DATA. THE DEVICES AND APPLIANCES ARE NOT DESIGNED FOR USE REQUIRING CONTINUOUS, ERROR-FREE OR FAILSAFE OPERATION (INCLUDING, WITHOUT LIMITATION, IN APPLICATIONS INVOLVING CRITICAL INFRASTRUCTURES, NUCLEAR POWER PLANTS, MILITARY APPLICATIONS, AIRCRAFT NAVIGATIONAL AND COMMUNICATIONS SYSTEMS, OR IN MEDICAL OR OTHER APPLICATIONS ESSENTIAL TO MAINTAINING HUMAN LIVES).
  • Limitation of Liability. IN NO EVENT WILL NEXTSILICON OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE OR DATA, LOSS OR INTERRUPTION OF BUSINESS OR PRODUCTION, OR FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR OTHERWISE THE SOFTWARE, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEXTSILICON’S CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THE DEVICES OR APPLIANCES, EXCEED THE LOWER OF: (I) THE TOTAL AMOUNT PAID BY CUSTOMER TO NEXTSILICON FOR PURCHASE OF DEVICES OR APPLIANCES DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; AND (II) USD 10,000.
PRIVACY POLICY.TERMS OF USE. COOKIES
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