Revised December 2019
Please read the following terms and conditions carefully. By accessing, browsing or using the information in this Website, you agree to these terms and conditions. If you do not agree, you should not use this Website.
The material provided on or accessed by way of this Website is protected by law, including without limitation, United States copyright laws and international treaties. This Website is controlled and operated by ProSoft Technology from its offices within the State of California, United States of America. A User who accesses this Website from locations outside of the United States does so on his/her own initiative and is separately responsible for compliance with any applicable local, national or international laws and regulations on internet usage and Website access.
ProSoft Technology will use reasonable efforts to include accurate and up-to-date content in this Website. However, information on this Website including illustrations, specifications and dimensions may contain technical inaccuracies or typographical errors. ProSoft Technology makes no warranty or representation as to its accuracy and assumes no liability for and reserves the right to correct such inaccuracies or errors at any time without notice. ProSoft Technology may also make changes, updates and improvements to this Website or these access terms and conditions, at any time without notice. ProSoft Technology may also make improvements and/or changes to the products and/or to the programs described in the content at any time without notice.
The trademarks, service marks, and logos used or displayed on this Website (the "Trademarks") are registered and unregistered trademarks of ProSoft Technology, its affiliates, related companies, licensors, and/or joint venture partners. The use or misuse of these trademarks, or any other content of this Website, except as permitted herein, is expressly prohibited and may be in violation of intellectual property laws which shall be aggressively enforced. ProSoft Technology prohibits use of any ProSoft Technology trademark as a "hot" link to this Website without prior written permission granted.
This Website may contain links to third-party Websites. Such linked Websites are not under the control of ProSoft Technology, and ProSoft Technology assumes no responsibility for the contents of any such linked Website, any link contained in a linked Website, any changes or updates to such linked Websites, or any material transmitted or downloaded from any linked Website. ProSoft Technology is providing these links to third-party Websites solely as a convenience to you. ProSoft Technology does not determine and is not responsible for the privacy or security policies or practices of those Websites. You should independently determine the privacy and securities polices and practices of such Websites and make your own decision as to what information to disclose.
The entire content (images and text) of this Website is copyrighted and may not be distributed, downloaded, modified, reused, reposted or otherwise used, except as provided herein, without the express written permission of ProSoft Technology. You may download content only for your personal, non-commercial use.
WITHOUT LIMITING THE FOREGOING,THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS WEBSITE (INCLUDING SOFTWARE) ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. PROSOFT TECHNOLOGY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF ANY USE OF, OR OTHERWISE RESPECTING, THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS WEBSITE OR ANY WEB WEBSITE LINKED TO THIS WEBSITE. IT IS RECOMMENDED THAT YOU INDEPENDENTLY TEST AND EVALUATE PRODUCTS FOR THEIR INTENDED USE.
UNDER NO CIRCUMSTANCE (INCLUDING NEGLIGENCE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) WILL PROSOFT TECHNOLOGY, NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERLING THIS WEBSITE, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, DELAYS, LOSS OF DATA OR PROFIT) ARISING OUT OF THE USE OR THE INABILITY TO USE THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS WEBSITE OR ANY ERRORS OR OMISSIONS IN ITS CONTENT, EVEN IF PROSOFT TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USE OF SUCH MATERIALS RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF USER EQUIPMENT OR DATA, USER ASSUMES ANY COSTS ASSOCIATED THEREWITH. THEREFORE, YOU AGREE THAT ALL ACCESS AND USE OF THIS WEBSITE AND ITS CONTENT IS AT YOUR OWN RISK.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN PROSOFT’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless ProSoft Technology, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the website from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the website and/or any materials, products, or services contained or referenced therein.
Any rights not expressly granted herein are reserved by ProSoft Technology, Inc.
Revised August 2022
ProSoft Technology Inc. and its subsidiaries and affiliates, including its ultimate parent company, Belden Inc., (“ProSoft”, “we”, “our”, or “us”) respect your right to privacy. This Privacy Notice explains who we are, how we collect, share and use personal information about you, and how you can exercise your privacy rights.
If you have any questions or concerns about our use of your personal information, then please contact us using the contact details provided at the bottom of this Privacy Notice.
For more information about ProSoft or Belden, please see the “About Us” section of our Websites at https://www.prosoft-technology.com or https://www.belden.com/about
We recommend that you read this Privacy Notice in full to ensure you are fully informed. However, if you only want to access a particular section of this Privacy Notice, then you can click on the relevant link below to jump to that section.
The personal information that we may collect about you broadly falls into the following categories:
Information that you provide voluntarily
Certain parts of our website (“Website”) may ask you to provide personal information voluntarily.
Types of Information
Primary Purpose for Collection
When you register an account we collect your name, address, e-mail address, company affiliation, telephone number, and other similar information.
We have a legitimate interest in providing account related functionalities to our users, including notifying you about important
If you apply for a job posting, or become an employee, we collect information necessary to process your application or to retain you as an employee. This may include, among other things, your Social Security Number. Providing this information is required for employment.
We use information about current employees to perform our contract of employment, or the anticipation of a contract of employment with you. In some contexts, we are also required by law to collect information about our employees. We also have a legitimate interest in using your information to have efficient staffing and work force operations.
When you sign up for one of our mailing lists we collect your email address or postal address. As a customer, you will be given the opportunity, after registration, to notify us of your desire not to receive any further promotional e-mails from us.
We share information about our products and services with individuals that consent to receive such information. We also have a legitimate interest in sharing information about important changes to our Website, new services and special offers we think you will find valuable.
We collect information that you provide as part of a co-branded promotion with another company.
We have a legitimate interest in fulfilling our promotions.
If you contact us for support, fill out and submit an online form, or request us to contact you, we collect your name, e-mail address, company affiliation, telephone number, state, and country, as well as any other content that you send to us, in order to contact you or process your request.
We have a legitimate interest in receiving and processing your requests, administering our business activities, and providing customer service.
Surveys or Contests
Participation in these surveys or contests is completely voluntary and you therefore have a choice whether or not to disclose additional information that may be requested. Information requested via surveys and contests may include additional demographic information.
We have a legitimate interest in understanding your opinions, and collecting information relevant to our organization.
Trade Shows & Industry Events
You may provide information to us at a trade show where ProSoft is represented, either by manually providing us with your contact information or by presenting your badge or other credential for scanning.
We share information about our products and services with individuals that consent to receive such information. We also have a legitimate interest in sharing information about products, services and special offers we think you will find valuable.
Information that we collect automatically
When you visit our Website, we may collect certain information automatically from your device.
Specifically, the information we collect automatically may include information like your IP addresses, Internet domain names, the web browser and operating system used to access the Website, the files or pages visited, the time spent in each file or page, and the time and date of each visit. We use this information to improve our Website, for example by enhancing pages or features that are visited frequently, and on occasion we may share this information with our affiliates or other third party companies to provide them with an indication of the amount of interest in our Website for advertising purposes and to help us plan for technical improvements.
Some of this information may be collected using cookies and similar tracking technology, as explained further under the heading “Cookies and similar tracking technology” below.
Information that we obtain from third party sources
From time to time, we may receive personal information about you from other sources, including third parties, business partners, our affiliates, or publicly available sources. The types of information we collect from third parties may include marketing information provided by trade shows and professional and other relevant information available to us on social networks about employment candidates. We use the information we receive from these third parties to allow us to make more informed decisions, improve the accuracy of records we hold, and occasionally to reach out to you regarding items or issues we believe interest you
In addition to the purposes and uses described above, we use personal information in the following ways:
We may disclose your personal information to the following categories of recipients:
It is important to note that our Website contains links to other websites and that those other websites will not follow the same privacy notice. This includes links from advertisers, content providers and trade partners who may use our logo and/or style as part of a co-branding agreement. These other websites may collect data from you that we would not and may use that data in ways that we would not.
Although the sections above describe our primary purpose in collecting and using your personal information, in many situations we have more than one purpose. For example, if you contact our technical support team we may collect your information to respond to your inquiries, but we also collect your information as we have a legitimate interest in maintaining your information after your initial inquiry is complete so that we can quickly and easily respond to any questions that may occur in the future regarding our products. As a result, our collection and processing of your information is based in different contexts upon your consent, our need to perform a contract, our obligations under law, and/or our legitimate interest in conducting our business.
If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the “How to contact us” heading below.
No method of transmission over the Internet, or method of electronic storage, is fully secure. While we use reasonable and appropriate technical and organizational measures to protect the personal information that we collect and process about you, we cannot guarantee the security of your personal information. In the event that we are required by law to inform you of a breach to your personal information we may notify you electronically, in writing, or by telephone, if permitted to do so by law.
Your personal information may be transferred to, and processed in, countries other than the country in which you are resident. These countries may have data protection laws that are different to the laws of your country.
Specifically, certain Website assets and our corporate headquarters are located in the United States, and our group companies and third party service providers and partners operate around the world. This means that when we collect your personal information we may process it in any of these countries. By submitting your personal information to us you agree to the transfer, storage and processing of your personal information in a country other than your country of residence including, but not necessarily limited to, the United States.
However, we have taken appropriate safeguards to require that your personal information will remain protected in accordance with this Privacy Notice. We have implemented an appropriate data transfer agreement utilizing standard contractual clauses and are in the process of initiating Binding Corporate Rules program. For further information about the Privacy Shield program, please see the heading “Privacy Shield Provisions” below.
Typically, we retain personal information we collect from you for the period necessary to fulfill the purposes outlined in this Privacy Notice (for example, to provide you with a service you have requested or to comply with applicable legal, tax or accounting requirements), unless a longer retention period is required or permitted by law. More detailed information on ProSoft’s data retention programs may be provided upon receipt of an appropriate request.
In some instances, our use of your personal information may result in automated decisions being taken that legally affect you or similarly significantly affect you.
Automated decisions mean that a decision concerning you is made automatically on the basis of a computer determination (using software algorithms), without human review. For example, we may use automated decisions to screen résumés. If such automated decision making procedures are implemented, we will take appropriate measures to safeguard the rights and interests of individuals whose personal information is subject to automated decision-making.
When we make an automated decision about you, you have the right to contest the decision, to express your point of view, and to require a human review of the decision. You can exercise this right by contacting us using the contact details provided under the “How to contact us” heading below.
We do not knowingly collect information from or about children age 13 and under.
Depending on your country or state of residence, you may have certain of the following data protection rights:
We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with our Data Subject Access Rights Policy and applicable data protection laws.
Our Data Subject Access Rights Policy and more detailed information on how to submit a request may be found at http://www.belden.com/about/privacy
California Civil Code Sections 1798.115(c), 1798.130(a)(5)(c), 1798.130(c), and 1798.140 indicate that organizations should disclose whether certain categories of personal information are collected, “sold” or transferred for an organization’s “business purpose”(as those terms are defined under California law). You can find a list of the categories of information that we collect and share here. Please note that because this list is comprehensive it may refer to types of information that we collect and share about people other than yourself. If you would like more information concerning the categories of personal information (if any) we share with third parties or subsidiaries for those parties to use for direct marketing, you can submit a request using the contact details provided under the “How to contact us” heading below. We do not discriminate against California residents who exercise any of their rights described in this Privacy Notice.
ProSoft reserves the right to change our Privacy Notice at any time, except as may be prohibited by law. We will post revisions online and note the effective date of the latest version at the bottom of the Privacy Notice. To the extent that our policy changes in a material way, the Privacy Notice that was in place at the time that you submitted personal information to us will generally govern that information unless we receive your consent to the new Privacy Notice.
For several years, ProSoft participated in both the EU-US and Swiss-US Privacy Shield Programs. In 2020, the Privacy Shield Program was invalidated by European Data Protection Authorities as a mechanism through which the transfer of data to the United States is permitted. As a result, ProSoft elected not to renew its certifications on April 1, 2021. We are actively monitoring developments in this area as U.S. and European regulators attempt to devise a satisfactory replacement framework and ProSoft will look forward to a new cooperative data sharing framework in the future. Even though ProSoft Inc. and its subsidiaries are no longer a part of the EU-US and Swiss-US Privacy Shield programs, we remain committed to the principles enshrined in each program. We have always taken, and we will continue to take, the privacy of our associates, partners and other stakeholders very seriously and will continue to take appropriate steps to protect your personal information.
As disclosed above, ProSoft may share Personal Data with third parties that provide certain services to Belden, including but not limited to, outside accountants and lawyers, consultants and service providers. Prior to transferring Personal Data, Belden will ensure that the protection and transfer of such Personal Data complies with the Privacy Shield Principles or, in the case of Switzerland-Based Parties human resources data, the Swiss-U.S. Privacy Shield.
ProSoft may transfer Personal Data to a third party acting as an agent for ProSoft by having the third party enter into an agreement with ProSoft or Belden in which the third party promises to provide the same level of protection as required by the Privacy Shield Principles or, in the case of Switzerland-Based Parties human resources data, the Swiss-U.S. Privacy Shield. If the third party agent does not comply with its privacy obligations, ProSoft will take commercially reasonable steps to prevent or stop the use or disclosure of Personal Data. Belden acknowledges that it remains potentially liable under the Privacy Shield Principles for the actions of its agents.
ProSoft may also transfer Personal Data to a third party without your consent in response to requests by public authorities, including to meet national security or law enforcement requirements, including, for example, if we are required to do so by law, regulation, subpoena, court order or any other government, judicial or regulatory process.
The U.S. subsidiaries of Belden Inc. that comply with Privacy Shield include the following: Coast Wire and Plastic Tech LLC; Garrettcom, Inc.; Grass Valley USA LLC; Opterna International Corp., ProSoft Technology, Inc.; PPC Broadband, Inc.; Snell Advanced Media; Thinklogical, LLC; Tripwire, Inc.; and Tripwire International, Inc.
If you have any questions or would like additional information about our privacy practices, please do not hesitate to contact us as provided below:
ProSoft Technology, Inc.
9201 Camino Media, Suite 200
Bakersfield, CA 93311, USA
Email: [email protected]
Belden Legal Department
1 N. Brentwood Blvd., 15th Floor
St. Louis, MO 63105
Email: [email protected]; [email protected]
California residents may also call: 1-800-BELDEN1 (1-800-235-3361)
ProSoft Technology, Inc.
ProSoft, through Belden, has appointed the law firm Shoosmiths as its external Data Protection Officer and should you have any questions or concerns for our DPO regarding the way in which your personal information has been used, please contact them at [email protected]
Revised December 2019
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.
We use first party cookies (cookies set by ProSoft) and third party cookies (cookies set by someone other than ProSoft) for several reasons. Some cookies are required for technical reasons in order for our Websites to operate, and we refer to these as "essential" or "strictly necessary" cookies. Other cookies also enable us to track and target the interests of our users to enhance the experience on our Websites. Third parties serve cookies through our Websites for functionality, analytics, advertising, and other purposes. This is described in more detail below.
Types of cookies we use, and how you can control them.
The specific types of first and third party cookies served through our Websites and the purposes they perform are described in the paragraphs that follow.
Essential website cookies. Essential website cookies are strictly necessary to provide you with services available through our Websites and to use their features, such as to access secure areas. As a result of the essential nature of essential website cookies, they cannot be refused. You can, however, block or delete them by changing your browser settings as described below under the sub-heading, “Controlling Cookies.”
Performance and functionality cookies. Performance and functionality cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use. Without these cookies, certain functionality (like videos) may become unavailable.
Analytics and customisation cookies. Analytics and customization cookies collect information that is used in an aggregate, anonymous form to help us understand how our Websites are being used, or to help us customize our Website to fit your preferences. This information is used for statistical purposes only and it is not our intention to use such information to personally identify any user. However, if you have registered and signed into this Website we may combine this information with information from our web analytic services and cookies to analyse how you use this Website in more detail.
Advertising cookies. Advertising cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously reappearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.
Social networking cookies. Social networking cookies are used to enable you to share pages and content that you find interesting on our Websites through third party social networking websites. These cookies may also be used for advertising purposes.
You have the right to control and manage cookies in various ways. Please bear in mind that blocking or refusing cookies can impact your user experience, and parts of our Websites may no longer be fully accessible.
Most web browsers will allow you to see what cookies you have and delete them on an individual basis or block cookies from specific or all websites. For more information on how to modify your browsers settings to block or filer cookies, please see www.aboutcookies.org or www.cookiecentral.com/faq. In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com.
Our Websites also use Google Analytics, a popular web analytics service offered by Google. You can opt-out of having your anonymized browsing activity within websites recorded by Google Analytics by clicking on the following link: https://policies.google.com/privacy.
What about other tracking technologies, like web beacons?
Cookies are not the only way to recognise or track visitors to a website. We may use other, similar technologies from time to time, like web beacons (sometimes called "tracking pixels" or "clear gifs"). These are tiny graphics files that contain a unique identifier that enable us to recognise when someone has visited our Websites, or opened an e-mail that we have sent them. This allows us, for example, to monitor the traffic patterns of users from one page within our Websites to another, to deliver or communicate with cookies, to understand whether you have come to our Websites from an online advertisement displayed on a third-party website, to improve site performance, and to measure the success of e-mail marketing campaigns. In many instances, these technologies are reliant on cookies to function properly, and so declining cookies will impair their functioning.
Do you use Flash cookies or Local Shared Objects?
Our Websites may also use so-called "Flash Cookies" (also known as Local Shared Objects or "LSOs") to, among other things, collect and store information about your use of our services, fraud prevention and for other site operations.
If you do not want Flash Cookies stored on your computer, you can adjust the settings of your Flash player to block Flash Cookies storage using the tools contained in the Website Storage Settings Panel. You can also control Flash Cookies by going to the Global Storage Settings Panel and following the instructions (which may include instructions that explain, for example, how to delete existing Flash Cookies (referred to "information" on the Adobe site), how to prevent Flash LSOs from being placed on your computer without your being asked, and (for Flash Player 8 and later) how to block Flash Cookies that are not being delivered by the operator of the page you are on at the time).
Please note that setting the Flash Player to restrict or limit acceptance of Flash Cookies may reduce or impede the functionality of some Flash applications, including, potentially, Flash applications used in connection with our services or online content.
Do you serve targeted advertising?
Third parties may serve cookies on your computer or mobile device to serve advertising through our Websites. These companies may use information about your visits to this and other websites in order to provide relevant advertisements about goods and services that you may be interested in. They may also employ technology that is used to measure the effectiveness of advertisements. This can be accomplished by them using cookies or web beacons to collect information about your visits to this and other sites in order to provide relevant advertisements about goods and services of potential interest to you. The information collected through this process does not enable us or them to identify your name, contact details or other personally identifying details unless you choose to provide these.
How often will you update this Cookie Statement?
Where can I get further information?
Except as otherwise accepted and confirmed by ProSoft Technology in an order confirmation, these general terms and conditions of sale only apply to purchases of ProSoft Technology products and related services made from ProSoft Technology Inc., a California corporation. ProSoft Technology S.A.S., ProSoft Technology (Asia Pacific) S.B., and ProLinx Comunicacao Industrial LTDA are wholly-owned subsidiaries of ProSoft Technology Inc., all are herein referred to as “ProSoft”. Purchases made from appointed distributors or other independent resellers will be subject to terms and conditions of sale as may be separately established by each such distributor or reseller, which will in no event be binding upon ProSoft unless otherwise expressly agreed to. However, ProSoft extends its standard Manufacturer’s Warranty and Software License to Buyers purchasing ProSoft products and related services from their local authorized ProSoft Technology distributor or reseller. Such Manufacturer’s Warranty is in lieu of all other warranties, which are expressly disclaimed. Sales and services outside of the United States of America may be subject to separate or supplemental terms and conditions of sale. For further information, please consult your nearest ProSoft Technology sales office.
These terms and conditions of sale (along with any associated written specification, quotation and/or supplemental terms and conditions provided by ProSoft) will exclusively govern the sale or licensing by ProSoft of all goods and services (including without limitation, hardware, firmware and software products, training, programming, maintenance, engineering, site services, parts, repair and remanufacturing services – hereinafter, "Products") furnished to Buyer hereunder, whether such sale or licensing is affected by paper-based transactions or via facsimile or other forms of electronic data interchange (“EDI”) or electronic commerce, and represents the entire Contract between Buyer and ProSoft with respect thereto. Buyer's receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions as amended hereto. No alteration or variation to these terms and conditions shall apply unless specifically agreed to in writing by both parties. However, ProSoft reserves the right to affect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected. ProSoft objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer's purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions set forth or referenced herein. This Contract gives the Buyer specific legal rights. The Buyer may also have other rights which vary from jurisdiction to jurisdiction. If any provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.
Prices are firm for delivery within the period stated in ProSoft's quotation and unless otherwise stated in the Contract, are exclusive of Value Added Tax, any similar and other taxes, duties, levies or other like charges arising in connection with the performance of the Contract. Unless otherwise agreed to in writing, payment shall be made in the currency of ProSoft’s quotation within thirty (30) days from date of invoice with ongoing approved credit as determined by ProSoft. ProSoft reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of Contract and immediately prior to shipment. ProSoft reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. Interest charges may be added to overdue invoices at the rate applicable by law. Without prejudice to ProSoft's other rights, ProSoft reserves the right to suspend performance of the Contract (including withholding shipment) in the event that Buyer fails or in ProSoft’s reasonable opinion it appears that Buyer is likely to fail to make payment when due under the Contract or any other Contract; and under the same conditions require reasonable security for payment.
Unless otherwise expressly stated in writing, the Goods will be shipped CIP ProSoft’s U.S. location, Incoterms® 2010, final destination named by the Buyer. "CIP", "FCA", “CPT” are the preferred Incoterms that may be used when placing an order and shall be defined in accordance with Incoterms® 2010. Freight, packing and handling will be charged at ProSoft’s standard rates. Risk of loss shall pass to Buyer upon delivery to the first carrier even though ProSoft has booked and paid for the main carriage and insurance. Title transfers upon delivery to the first carrier, except all title to all intellectual property rights associated with the Products remains with ProSoft or its suppliers and licensors. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. If the carrier delivers all material shown on the freight bill, but Buyer subsequently discovers shorted material, any claim must be filed directly with Company within ten (10) days after delivery. Claims filed later than ten (10) days after delivery will not be honored. When such shortage is verified by Company, credit will be issued to Buyer’s account within ninety (90) days of such verification. If Buyer requires special production service for unusual shipments, an additional charge (expedite fee) shall be imposed by ProSoft as deemed necessary to cover any costs of such service. Where applicable, prepaid shipping will be billed as a separate invoice item. If delivery is delayed due to any act or omission of Buyer, ProSoft shall be entitled to place the Goods into a suitable storage at Buyer's expense. Upon placing the Goods into the storage, delivery shall be deemed to be complete and Buyer shall pay ProSoft accordingly. If a delivery is not expected to be made on-time, ProSoft will notify Buyer and will take all reasonable steps at ProSoft’s own cost to expedite delivery; provided, however, when not prohibited at the time the order is placed, Buyer reserves the right, without liability, in addition to its other rights and remedies, to cancel the order if necessary by written notice to ProSoft and arrange for completion and/or purchase of substitute items elsewhere and to charge ProSoft with additional costs incurred as a result of delivery deviation. Any products returned for repair, whether in or out of warranty, must be shipped in accordance with the terms of ProSoft’s Return Material Authorization Policy.
New Products: ProSoft warrants that new ProSoft branded hardware Products furnished hereunder will be free from defects in material, workmanship and design for a period of three (3) years from the date of invoice from ProSoft. Goods repaired and parts replaced by ProSoft during the warranty period shall be in warranty for the remainder of the original warranty period or six (6) months, whichever is longer.
Software and Firmware: Unless otherwise provided in a ProSoft or third party license, ProSoft warrants that standard ProSoft branded software or firmware Products furnished hereunder, when used with ProSoft-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by ProSoft for a period of three (3) years from the date of invoice from ProSoft. Except for the foregoing warranty, software and firmware Products are provided AS IS. ProSoft makes no representation or warranty, expressed or implied, that the operation of the software or firmware Products will be uninterrupted or error free, that the functions contained therein will meet or satisfy Buyer's intended use or requirements, that the software or firmware products will be free from other defects or failures. ProSoft warrants that (i) it owns or has the right to license the software and materials furnished hereunder; and (ii) it has the right to grant Buyer the right and license to use the software and materials furnished hereunder, and to sublicense and resell the software and materials furnished hereunder free and clear of all liens, claims, encumbrances and other restrictions.
Partner Products: ProSoft and its appointed distributors sell partner products. All partner products are subject to the original manufacturer’s warranty.
Repair and Upgrade Services: Materials and labor performed by ProSoft to upgrade previously purchased firmware, repair a verified malfunction or defect are warranted in the terms specified above for a new Product, provided said warranty will be for the period remaining on the original new equipment warranty or, if the original warranty is no longer in effect, for a period of ninety (90) days from the date of shipment.
Consulting and Site Services: ProSoft warrants that it and any Third Party Provider it engages will perform Site Services in a professional manner in accordance with generally accepted industry standards applicable to the Services. This Site Services warranty shall be effective for ninety (90) days following completion of the Services. Upon breach of this warranty, ProSoft’s sole obligation is to correct the Services so that the Services comply with this warranty. If ProSoft is unable to correct the Services within a reasonable period, Buyer’s sole remedy is to terminate the relevant Service Order and obtain a refund of the amount Buyer paid to ProSoft for the Services that ProSoft is unable to correct. Buyer will reimburse ProSoft for its reasonable time and expense for any Services provided at Buyer’s request to remedy problems that are outside the scope of this warranty.
"Remanufactured" and End of Production Products: ProSoft warrants that hardware Products sold as “Remanufactured” (e.g., Buyer and distributor returns, factory repaired or reconditioned, etc.) or End of Production Products will be free from defects in material and workmanship for a period of six (6) months from the date of invoice from ProSoft. Repaired or replacement Products provided as a result of this warranty subparagraph are similarly warranted for a period of ninety (90) days from the date of shipment to Buyer or the remainder of the original warranty term for that particular Product, whichever is longer.
Cellular Data Service Plans: ProSoft sells 3rd party broadband data service plans to its United States and Canadian Buyers for use with the ProSoft cellular radios and gateways. For data service plan purchases through ProSoft, a 2-year data plan purchase is required with renewal due every 2 years. Use of the data service for remote medical monitoring is prohibited. Data service plans are non-cancelable. If a 2-year service plan is not purchased through ProSoft, the Buyer will be responsible for obtaining a data service plan from their local service provider.
Buyer Specifications/Compatibility: ProSoft does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors ). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. ProSoft does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer's application except to the extent expressly represented in ProSoft's published specifications or written quotation.
Recyclable Materials: In keeping with environmental policies and practices, ProSoft reserves the right to utilize in its product manufacturing, repair and remanufacturing processes certain recyclable materials (e.g., fasteners, plastics and the like) or remanufactured parts equivalent to new in performance or parts which may have been subject to incidental use. However, such utilization will not affect any provided Product warranty or published reliability statistics.
Remedies: Remedies under the above warranties will be limited, at ProSoft's option, to the replacement, repair, re-performance or modification of, or issuance of a credit for the purchase price, of the Products or Services involved, and only after the return of such Products pursuant to ProSoft's Return Material Authorization instructions and prompt notification of any claimed breach of warranty of Services. Replacement Products may be new, remanufactured or reconditioned at ProSoft's discretion. Costs in connection with or as a result of such defective or nonconforming Products, including, cost to transport the Products from Buyer to ProSoft and return shipment to Buyer, will be borne by ProSoft. The foregoing will be the exclusive remedies for any breach of warranty or breach of the Contract arising there from.
General: Warranty satisfaction is available only if (a) ProSoft is provided prompt notice of the warranty claim and (b) ProSoft's examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by another party other than ProSoft; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment. These warranties do not apply to products acquired by Buyer for beta, evaluation, testing, demonstration purposes or other circumstances for which ProSoft does not receive a payment of a purchase price.
THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL SURVIVE THE TERMINATION OF THE CONTRACT. TO THE EXTENT AN IMPLIED WARRANTY OR CONDITION CANNOT BE DISCLAIMED, SUCH WARRANTY OR CONDITION IS LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD. Rights under the above warranties (subject to noted limitations) extend to Buyer's Buyers if Buyer is a ProSoft-appointed distributor or reseller for the Products.
Limitation and Exclusion of Liability
NOTHING IN THESE TERMS OF SALE LIMITS OR EXCLUDES THE LIABILITY OF EITHER PARTY TO THE OTHER FOR: (i) WILLFUL INJURY TO PERSONS OR PROPERTY; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; (iii) WILLFUL OR NEGLIGENT VIOLATION OF LAW; OR (iv) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. NOTHING IN THESE TERMS OF SALE LIMITS OR EXCLUDES THE LIABILITY OF THE BUYER TO PROSOFT ARISING OUT OF (I) BUYER’S BREACH OF SOFTWARE LICENSING; OR (ii) ANY AMOUNTS DUE TO PROSOFT UNDER THESE TERMS OF SALE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROSOFT WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. FURTHER, EXCEPT FOR PROSOFT’S INTELLCTUAL PROPERTY INDEMNITY BELOW, IN NO EVENT SHALL PROSOFT’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO SUCH CLAIMS OR DAMAGES. PROSOFT DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF PROSOFT HEREUNDER. ANY ACTION AGAINST PROSOFT MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.
Intellectual Property Indemnity
Except as excluded herein, ProSoft will defend any suit or proceeding brought against Buyer arising out of a claim that the design or construction of ProSoft branded Products sold or licensed hereunder by ProSoft infringes any patent, copyright or trademark granted or registered in any country, provided (a) Buyer promptly notifies ProSoft in writing of any such claim and any suit or proceeding, (b) at ProSoft's expense, Buyer gives ProSoft the sole right to defend, settle and control the defense of the suit or proceeding, (c) Buyer provides all necessary information and assistance for such defense or settlement, and (d) Buyer takes no position adverse to ProSoft in connection with such claim. In the event ProSoft is obligated to defend such suit or proceeding, ProSoft will pay all costs and damages finally awarded or agreed upon by ProSoft that are directly related thereto. ProSoft's obligations under this paragraph will be fulfilled if ProSoft, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practical, refunds to Buyer the purchase price of the affected Products in exchange for their return. ProSoft will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties. As used in this paragraph, the term “Products” shall mean only ProSoft's standard hardware, firmware and software that are generally commercially available, and expressly excludes third-party-branded equipment/software. THIS PARAGRAPH IS IN LIEU OF ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT THE PRODUCTS WILL BE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.
Resale of Third-Party Branded Products and Services
NOTWITHSTANDING ANY OTHER PROVISION HEREIN, PROSOFT MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENSED BY PROSOFT AS A DISCRETE ITEM HEREUNDER.
Licensed Software and Firmware
Use of Products comprised of software or firmware may be subject to Buyer's acceptance of additional terms and conditions set forth in separate ProSoft or third-party license Contracts that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate ProSoft's license Contract, Buyer is granted a non-exclusive, non-transferable license to use provided ProSoft's software or firmware only in object code form and solely in conjunction with ProSoft-provided Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware. This software license applies only to ProSoft products which have been purchased from an Authorized ProSoft Technology Distributor or reseller.
Packing and Marking
Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.
Weights and Dimensions
Published or advertised weights and dimensions are estimates or approximations only and are not warranted.
ProSoft may modify the Product Price List with written notice provided to the Buyer thirty (30) days prior to implementation of such modifications. Products quoted will be acknowledged to be valid through date of ProSoft’s quotation. Prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse ProSoft for all such taxes as may be applicable. Time and material services will be provided in accordance with ProSoft's published service rates (including applicable overtime and travel expenses) in effect as of the date such services are provided, unless otherwise confirmed by ProSoft's written quotation or order acknowledgment. Billable service time includes travel time to and from the job site and all time ProSoft's representatives are available for work and waiting (whether on or off the job site) to perform the services.
Changes and Substitutions
Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to ProSoft's prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, ProSoft reserves the right to reject any change that it deems unsafe, technically unadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with ProSoft's design or manufacturing capabilities. ProSoft further reserves the right to substitute using the latest superseding revision or series, or equivalent Product having comparable form, fit and function.
Changes in Products
ProSoft shall have the right in its discretion, without incurring any liability, to discontinue or limit its production or deliveries of any Product and alter the design, materials or construction of any Product.
All returns of Products will be pursuant to ProSoft's instructions. Warranty returns of unused and resalable Products for credit will be subject to ProSoft's return policies in affect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed and include all accessory items included in the original shipment. ProSoft reserves the right to adjust the credit amount due to Buyer should these items not be returned. Returned products should be shipped to ProSoft-specified locations. Shipping containers must be clearly marked per ProSoft's instruction and shipped freight prepaid by Buyer. More detailed information on returns is available http://www.prosoft-technology.com/Services-Support
Cancellation by Buyer prior to shipment is permitted only by written notice and is subject to ProSoft's prior approval and upon payment to ProSoft of reasonable cancellation and restocking charges, including reimbursement for direct costs. Due to contractual obligations, cancellation of cellular service plans provided by 3rd party providers are not eligible for early termination. Cancellation charges associated with orders for custom Products, large quantity orders or Products specifically manufactured to Buyer's specification may equal the actual selling price of the Products. ProSoft has the right to cancel an order for cause at any time by written notice, and ProSoft will be entitled to cancellation and restocking charges as identified above. No cancellation by Buyer for cause will be effective unless and until ProSoft has failed to correct such alleged cause within forty-five (45) days after receipt of Buyer's written notice specifying such cause.
Non-cancelable/Non-returnable (NCNR) Products
Orders for Product considered NCNR may not be cancelled and may not be returned for credit. Buyer agrees to purchase the quantities ordered. Buyer also agrees that all purchases of items designated as NCNR are final, and ProSoft has no obligation to accept the return of any NCNR items for any reason unless the Product is found to be damaged or defective when received by the Buyer, as long as the Buyer notifies ProSoft within 10 days of receipt of any defective or damaged product.
The Contract (other than Buyer's obligation to pay all sums due to ProSoft in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports, re-exports or the failure to grant or the revocation of applicable export licenses), or labor trouble, strike, lockout or injunction. For purposes of this paragraph, a “cause beyond its reasonable control” will not include international currency fluctuations or revaluations. ProSoft shall have no obligation to supply hardware, software or technology or to provide services in the absence of government permits or fulfillment of statutory conditions of exemption from such permits within the framework of import and export control (in particular, according to the regulations applicable in the United States, the European Union and the jurisdiction in which ProSoft has its registered office or from which components of the Goods are supplied) and the underlying circumstances could not be foreseen by ProSoft and are outside of ProSoft’s sphere of influence. In the event of revocation of issued government permits or in the event of a change in the applicable statutory import and export control regulations such that ProSoft is prevented from fulfilling the Contract, ProSoft is discharged from the contractual obligation without any liability of ProSoft. If the delay is caused by the delay of a subcontractor of ProSoft and if the delay arises out of causes beyond the reasonable control of both ProSoft and the subcontractor, and without the fault or negligence of either of them, ProSoft will not be liable to the Buyer for damages unless the articles or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit ProSoft to meet the required delivery schedule. If either party is delayed or prevented from performance of its obligations by reason of this Clause for more than 180 consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered and Services performed as accrued at the date of termination.
Compliance with Laws
Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. Both ProSoft and Buyer shall strictly comply with, and adhere to, all applicable U.S. and non-U.S. laws and regulations pertaining to environment, health and safety, economic sanction laws, trade, import and export control. Specifically, both Parties covenant that it shall not - directly or indirectly - sell, provide, export, re-export, transfer, divert, loan, lease, consign, or otherwise release or dispose of any equipment, product, commodities, services, software, source code, or technology received under this Contract to or via any individual, entity, or destination, or for any use prohibited by the laws or regulations of the United States or any other applicable jurisdiction without having obtained prior authorization from the competent governmental authorities as required by all such laws and regulations. In the event that any required export authorization is denied, ProSoft will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party.
In addition, these regulations prohibit any person, whether U.S. on non-U.S., from exporting or selling, directly or indirectly to or for any proliferation related end use (nuclear weapons, missile technology or chemical/biological weapons applications). ProSoft will not comply with boycott related requests except to the extent permitted by U.S. or international laws and then only at ProSoft's discretion. By placing an order with ProSoft, Buyer represents, warrants and covenants that Buyer has not paid, offered to pay, agreed to pay, or authorized or caused to be paid, directly or indirectly, any money or anything of value to any foreign official (as defined in the FCPA) to induce such official to use their influence to obtain an improper business advantage in connection with the purchase and resale of the Products, nor will Buyer do so at any time in the future. The export obligations under this clause shall survive the expiration or termination of this Contract.
ProSoft provides in-country certifications for many of our devices. Buyer is responsible for identifying what standards are required for the installation of the device as is mandatory in the country of their installation. Certification documents are available for download on the product pages.
Buyer shall defend, indemnify and hold harmless ProSoft and its affiliates from and against any and all claims and demands, and related liabilities, damages and expenses (including reasonable attorneys’ fees), for or in connection with any property damage or any injury to or illness or death of any person (including loss of income, profits, sales or “down time”) arising from or related to the Products, including such claims and demands brought by any employee, agent or subcontractor of Buyer for Buyer’s failure to comply with ProSoft’s published instructions and specifications concerning the operation, use and maintenance of the Products, except any claim, demand, liability, damage or expense proven to be the result of the negligence of ProSoft and not contributed to by the negligence of Buyer, its agents, employees, officers or directors or other third parties.
The parties will attempt in good faith to promptly resolve any dispute arising hereunder by negotiations between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.
Governing Law and Forum
This Contract shall in all respects be governed and construed in accordance with the laws of the State of California, with the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods being excluded, and to the fullest extent permitted by law, shall be without regard to any conflict of laws or rules which might apply the laws of any other jurisdiction. Any suit, action, or proceeding against ProSoft concerning this Contract shall be brought in the courts of the jurisdiction of the State of California and Buyer hereby irrevocably submits to the exclusive jurisdiction of such state. Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the Contract evidenced hereby will not be affected thereby.
The Contract evidenced hereby may not be assigned by either party without the written consent of the other (which consent will not be unreasonably withheld). However, consent will not be required for internal transfers and assignments as between ProSoft and its parent company, subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganization.
The parties acknowledge that they have required that the Contract evidenced hereby be drawn up in English. In the event of a conflict between the English and other language versions, the English version will prevail.
The Buyer shall not disclose to ProSoft any confidential information which Buyer possesses unless ProSoft has, prior to such disclosure, agreed in writing to accept such information as confidential under clearly defined obligations of confidence. Buyer represents and agrees that all information disclosed to ProSoft by Buyer (except such information as is specifically subject to a confidentiality Contract signed by ProSoft prior to disclosure) is non-confidential, and that ProSoft is free to use and disclose any or all such information without accounting to Buyer therefore, notices on Buyer’s drawings, proposals, specification and other documents to the contrary notwithstanding.
This Contract contains the entire Contract between the parties with respect to its subject matter and supersedes any terms and conditions contained in any pre-printed forms of Buyer and ProSoft, including acknowledgments, invoices, purchase orders, schedule agreements, and all prior and contemporaneous Contracts, understandings, negotiations, and discussions of the parties, whether oral or in writing. It will be binding upon and inure to the benefit of the parties and their respective successors and assigns. No supplement, modification, waiver or extension of this Contract will be binding unless executed in writing with a specific reference to this Contract by the party to be bound.
This End-User License Agreement ("EULA") is a legal agreement between you the end user (“Licensee”) (either an individual or a single entity) and ProSoft Technology, Inc. (“Licensor”) for the Software (including firmware) accompanying this EULA, which may include associated media, printed materials, and "online" or electronic documentation (collectively the "Software"). An amendment or addendum to this EULA may accompany the Software.
Licensor is willing to license this Software to Licensee only upon the condition that Licensee accepts all of the terms contained in this EULA, plus any additional limitations on the license set forth in ProSoft Technology’s General Terms and Conditions of Sale. To the extent of any conflict between the terms of this EULA and the General Terms and Conditions of Sale, the General Terms and Conditions of Sale shall apply.
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.
BY DOWNLOADING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
THIS IS YOUR PROOF OF LICENSE, PLEASE TREAT IT AS VALUABLE PROPERTY.
1.1 Subject to the terms and conditions of this Software License, Licensor hereby grants to Licensee a non-exclusive, non-transferable license for the Term, without right of sublicense, to install and use the Software in the State or Territory for Licensee’s internal business purposes only.
1.2 Licensee shall have no rights in the Software other than as specifically set out herein. Licensee shall not create derivative works of the Software or permit any third party to use the Software or shall Licensee operate the Software on behalf of a third party. Licensee shall not reverse engineer, de-compile or otherwise attempt to derive the source code of the Software. Licensee’s right to use the Software terminates automatically if you violate any part of this License. In the event of termination, you must destroy all copies of the Software or return it to Licensor. If Licensee does not agree to all of the terms of this License do not install, copy or use the Software. Licensor reserves all rights not expressly granted to Licensee in this EULA.
1.3 Licensee may not sell, rent, or lease the Software.
1.4 Licensor may attend the office of Licensee to audit Licensee’s operations to ensure Licensee’s use of the Software is in compliance with the terms of this Agreement. All operational audits will be conducted during regular business hours with reasonable notice.