Waters Standard Warranty policy.
Contents
1. 1 Warranty disclaimers ERT EEEN Tor 6 Eye ar ERE RE EE NER EN ET 6 AG EE EE EE F Warranty hon Waters 7 Support and extended coverage 7 Installation and extended training ccccccccccccccccccccecccecccecceccceccceccsccesceess 8 8 Fre SSG 9 Shipments damages claims and returns cccccccccccccecccecessccscccescescessccess 9 Va E 9 RER REE 9 eee 10 A Waters Software License Agreement 1 Table of Contents vi Table of Contents License Warranty Support Shipment Damage Claim and Return Information Software license and warranty All use of the Waters Software shall be governed by the terms and conditions of the Waters Software License Agreement attached hereto as Appendix A The term Software includes the object code version of the MassLynx software Breeze software Empower software Waters NuGenesis Scientific Data Management System SDMS software Waters SDMS Vision Publisher software Waters Analytical Workflow Manager AWM software Waters UNIFI software and or such other software licensed to you by Waters The Software is comprised of the computer programs media containing the computer2. immunity for themselves or their property in any claims that may arise hereunder The parties further agree that service of process or notice in any such action suit or proceeding shall be effective if delivered in the same manner as the Quotation and PO You acknowledge that the breach of the terms or conditions of this Agreement by you including any unauthorized use reproduction or transfer of the Software may substantially diminish the value of the Software and irrevocably harm Waters 13 Entire Agreement This Agreement sets forth the entire understanding and agreement between you and Waters and may be amended only in writing signed by both parties NO LICENSOR DISTRIBUTOR DEALER RETAILER RESELLER SALES PERSON OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE A 21 THAT IS DIFFERENT FROM OR IN ADDITION TO THE TERMS OF THIS AGREEMENT 14 Waiver No waiver of any right under this Agreement will be effective unless in writing signed by a duly authorized representative of the party to be bound No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement 15 Severability If any provision of this Agreement is invalid or unenforceable that provision will be construed limited modified or if necessary severed to the extent necessary to eliminate its invalidi
3. programs including Oracle Network Embedded Software where applicable user documentation and any upgrades that Waters may provide to you Instrumentation and service warranty Limited warranty instrumentation Waters warrants from the date of shipment for the applicable warranty period that its instrumentation identified and or marketed as Waters products shall be free from defects in design material and workmanship and shall conform to and perform materially in accordance with the specifications set forth in the applicable operator or user manual when used in the proper operating environment under normal use and service This warranty covers all new instrumentation products manufactured by Waters Any warranty that may be applicable to third party instrumentation products and accessories shall be provided by the respective manufacturers or suppliers of such third party components Waters instruments are for use only by properly qualified personnel Waters instruments labeled and identified as in vitro diagnostic IVD devices may be used for IVD purposes Such IVD uses must be in accordance with the instrument s intended use statement provided in the product literature Any patient diagnosis or treatment determination made as a result of data generated using a Waters IVD instrument must be made by a qualified health care professional Waters instruments that are not labeled and identified as IVDs are general laboratory instrument
4. ARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE CUSTOMER EXPRESSLY ACKNOWLEDGES THAT BECAUSE OF THE COMPLEX NATURE OF THE PRODUCTS AND THEIR MANUFACTURE WATERS CANNOT AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE WITHOUT INTERRUPTION OR ERROR FREE OR WITHOUT DEFECT CUSTOMER EXPRESSLY ACKNOWLEDGES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR USE OF THE PRODUCTS IN CLINCIAL DIAGNOSTIC PROCEDURES OR FOR INVESTIGATIONAL USE WITH OR WITHOUT CONFIRMATION OF DIAGNOSIS BY ANOTHER MEDICALLY ESTABLISHED DIAGNOSTIC PRODUCT OR PROCEDURE TO THE EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL WATERS OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT INCIDENTAL SPECIAL EXEMPLARY PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS INFORMATION OR PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS EVEN IF WATERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WATERS TOTAL LIABILITY IN ANY EVENT SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS AND SERVICES TO WHICH THE DAMAGES RELATE AND THE PARTIES AGREE THAT SUCH LIMITED LIABILITY IS A REASONABLE ALLOCATION OF THE RISKS INVOLVING THE PRODUCT Instrumentation and service warranty 5 Transfer of warranty The warranty is not transferable from the original owner or original installation site to another geographic location without the written consent of Waters In the event that the instrument s must be r
5. Cuba Iran North Korea Sudan and Syria You are responsible for any violation of the U S export control laws related to the Software By accepting this Agreement you confirm that you are not a resident or citizen of any country currently embargoed by the U S and that you are not otherwise prohibited from receiving the Software b Ifyou are a branch of the United States government you shall have restricted rights to use duplicate or disclose the Software as set forth in subdivision 1 1 of Rights in Technical Data and Computer Software Federal Acquisition Regulations in Technical Data and Computer Software Federal Acquisition Regulations Supplement DFARS 252 227 7013 or subparagraphs c 1 and 2 of the Commercial Computer Software Restricted Rights at 48 CFR 52 227_19 10 Audit Rights You shall maintain accurate records as to your use of the Software as authorized by this Agreement During the Term hereof Waters or persons designated by Waters will at any time be entitled to inspect such records and your computers in order to verify that the Software is being used by you in accordance with the terms of this Agreement provided that Waters may conduct no more than one 1 audit in any twelve 12 month period Any such audit will be performed at Waters expense during normal business hours provided that you shall promptly A 18 Waters Software License Agreement reimburse Waters for the cost of such audit if s
6. In such event Waters shall have the following rights x the right of termination as set forth above y the right to obtain an injunction to enjoin your continued or repeated breaches and z the right to all costs incurred by Waters as a result of the breach including reasonable attorney s fees and costs You may terminate this Agreement at any time by giving written notice of termination to Waters c Consequences of Termination When this Agreement expires or is terminated 1 You must a immediately cease all use of the Software b promptly return to Waters or destroy all copies of the Software in your possession or control and c certify in writing to Waters that you have complied with Sections a and b A 16 Waters Software License Agreement You will I remain obligated to any amounts you owe to Waters at that time 9 Export Control a The Software is subject to export controls under the U S Export Administration Regulations Therefore the Software may not be exported or re exported to entities within or residents or citizens of embargoed countries or countries subject to applicable trade sanctions nor to prohibited or denied persons or entities without proper government licenses Information about such restrictions can be found at the following websites http www treas gov ofac and www bis doc gov complianceandenforcement Liststocheck htm Countries embargoed by the U S include
7. Software Subject to the terms and conditions of this Agreement and upon payment of the applicable license fees Waters hereby grants to you a non exclusive non transferable non sublicenseable right and license during the Term as defined below to use the Software in connection with Waters products and or those certain Waters Partner product s authorized by Waters if any In this regard you may install copy operate and transmit the Software in whole or in part i for single seat licenses only as necessary to use the Software either on a single personal computer or workstation and for client server licenses in reasonable manner to ensure that the number of users does not exceed the number of users for which you have paid license fees The Software is protected by the copyright laws of the United States and international treaties Waters Partner is an entity with which Waters has a business alliance A 4 Waters Software License Agreement Ownership of the Software The Software is licensed to you not sold Subject to the rights granted above Waters and the manufacturers of any third party software included within the Software retain all right title and interest in and to the Software You acknowledge that the Software is licensed in object code for use solely in conjunction with Waters products Use of the Software in conjunction with non Waters products other than those certain Waters Partner product s authoriz
8. TENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVED INEFFECTIVE A 14 Waters Software License Agreement Essential Basis The parties acknowledge and agree that the disclaimers exclusions and limitations of liability set forth in this Section 7 form an essential basis of this Agreement and that absent any such disclaimers exclusions or limitation of liability the terms of this Agreement including without limitation the economic terms would be substantially different 8 Term and Termination a Term This Agreement shall remain in effect for as long as you are not in violation of any material provision contained in this Agreement the Term A substantial deviation of Waters hardware from the specifications in the corresponding documentation will not be considered a breach that allows you to terminate this Agreement b Rights to Terminate i Each party has the right to terminate this Agreement by giving written notice of termination to the other party if a the other party breaches this Agreement and b either the breach cannot be cured or if the breach can be cured it is not cured by the breaching party within fifteen 15 days after receiving written notice of the breach from the non breaching party provided however in the event of a breach by you at the discretion of Waters this Agreement may be immediately revoked and terminated
9. WILL BE CORRECTED YOU ACKNOWLEDGE THAT WATERS AND OR ORACLE S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR YOUR BENEFIT ONLY Exclusions of Remedies Limitation of Liability OTHER THAN AS SET OUT IN SECTION 7 b ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL WATERS AND OR ORACLE BE LIABLE TO YOU FOR ANY INCIDENTAL INDIRECT SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES REGARDLESS OF THE NATURE OF THE CLAIM INCLUDING WITHOUT LIMITATION LOST PROFITS COSTS OF DELAY ANY FAILURE OF DELIVERY BUSINESS INTERRUPTION COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE EVEN IF WATERS AND OR ORACLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE A 13 BEEN BREACHED OR HAVE PROVEN INEFFECTIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ORACLE SHALL NOT BE LIABLE TO YOU FOR ANY OTHER DAMAGES INCLUDING DIRECT DAMAGES THE CUMULATIVE LIABILITY OF WATERS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION ARISING IN CONTRACT TORT OR STRICT LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES IF ANY THEN PAID TO WATERS BY YOU DURING THE TWELVE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT ACT OR OMISSION GIVING RISE TO SUCH LIABILITY THIS LIMITATION OF LIABILITY IS IN
10. Waters Licenses Warranties and Support Services 71500029510 Revision F Waters THE SCIENCE OF WHAT S POSSIBLE Copyright Waters Corporation 2000 2012 All rights reserved Company information The term Waters shall mean Waters Corporation and or a Related Company of Waters Corporation A Related Company of Waters Corporation means any corporation or other business entity that is directly controlled by Waters Corporation Control means direct or indirect ownership of or other beneficial interest in fifty percent 50 or more of the voting stock other voting interest or income of a corporation or other business entity Copyright notice 2000 2012 WATERS CORPORATION PRINTED IN THE UNITED STATES OF AMERICA AND IN IRELAND ALL RIGHTS RESERVED THIS DOCUMENT OR PARTS THEREOF MAY NOT BE REPRODUCED IN ANY FORM WITHOUT THE WRITTEN PERMISSION OF THE PUBLISHER The information in this document is subject to change without notice Waters Corporation assumes no responsibility for any typographic errors that may appear in this document This document is believed to be complete and accurate at the time of publication Trademarks NuGenesis and Waters are registered trademarks of Waters Corporation and Breeze Empower MassLynx Waters NuGenesis SDMS Waters SDMS Vision Publisher Waters Analytical Workflow Manager THE SCIENCE OF WHAT S POSSIBLE and UNIFI are trademarks of Waters Corporati
11. are that it may have sustained concealed damage while in transit Claims If you discover the item shipped has sustained concealed damage do not continue to unpack it Instead request the local agent or carrier to immediately inspect the unit and secure a written inspection report of his or her findings to support the claim You must make this request within 15 days Shipments damages claims and returns 9 of receiving the damaged unit otherwise the carrier will not honor the claim Do not return damaged goods to Waters without first securing the inspection report and contacting Waters for a return merchandise authorization RMA number Ensure the shipment is protected and secure after you receive it Components removed from the shipment or damaged while awaiting installation are the responsibility of the customer After a damage inspection report is secured Waters cooperates fully in supplying replacements and handling a claim which either party may initiate Returns 10 No returns may be made without prior notification and authorization If for any reason it is necessary to return material to Waters contact Waters Customer Service the Waters subsidiary nearest you or your local Waters representative for a return merchandise authorization RMA number and forwarding address Waters Software License Agreement This is a legal agreement Agreement between you the Customer and Waters Corporation and or a R
12. as been repaired by others improperly installed altered or damaged in any way any instrumentation product or parts not manufactured by Waters any instrumentation product that malfunctions because the customer has failed to perform maintenance calibration checks or observe good operating procedures any instrumentation product that malfunctions due to the use of unapproved maintenance or repair parts or operating supplies and computers not meeting minimum hardware requirements or as a result of network related problems Repair or replacement is not made for expendable items such as filament devices panel lights fuses batteries filters seals and other items contained in a Performance Maintenance Kit when such items were operable at the time of initial use Instrumentation and service warranty 3 because of decomposition due to chemical action because of poor facilities operating conditions or inadequate utilities Limited warranty repair and maintenance service Waters warrants repairs and maintenance services for a period of ninety 90 days from the date of delivery of such services Waters also warrants the parts used shall be free from defects in design material and workmanship and shall conform to and perform materially in accordance with the specifications set forth in the applicable operator or user manual when used in the proper operating environment under normal use and service Repair and maintena
13. ed by Waters if any 15 not licensed hereunder and is prohibited General Usage Restrictions a You may not use the Software for any purpose beyond the scope of the license granted in this Agreement b Without limiting the generality of the foregoing you will not i authorize or permit use of the Software by persons not authorized to do so 11 market or distribute the Software 11 assign sublicense sell lease or otherwise transfer convey or pledge as security or otherwise encumber your rights under the license granted in Section 2 above iv use the Software in any time sharing A 5 6 subscription rental or service bureau arrangement including without limitation any use to provide services or process data for the benefit of or on behalf of any third party v modify the Software vi combine or integrate the Software with hardware software or technology not provided to you by Waters vii decompile disassemble reverse engineer unless required by law for interoperability or otherwise attempt to obtain or perceive the source code from which any component of the Software is compiled or interpreted and you hereby acknowledge that nothing in this Agreement shall be construed to grant you any right to obtain or use such source code viii disclose the results of any benchmark tests run on the Software whether or not the results were obtained with assistance from Waters to any party or ix make copies
14. elated Company of Waters Corporation collectively Waters A Related Company of Waters Corporation means any corporation or other business entity that is directly controlled by Waters Corporation Control means direct or indirect ownership of or other beneficial interest in fifty percent 50 or more of the voting stock other voting interest or income of a corporation or other business entity By using Waters Software including any Upgrades as defined below you represent that you have the power and authority to enter into this Agreement on behalf of your company In such event you refers to your company YOU MUST READ AND AGREE TO THE TERMS OF THIS AGREEMENT BEFORE ANY WATERS SOFTWARE CAN BE INSTALLED OR USED BY CLICKING ON THE ACCEPT BUTTON OF THIS AGREEMENT OR BY INSTALLING OR USING WATERS SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT 1 IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT THEN YOU SHOULD EXIT THIS PAGE AND NOT INSTALL OR USE ANY WATERS SOFTWARE BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO INSTALL OR USE WATERS SOFTWARE AND YOU SHALL RETURN IT TO US FOR A FULL REFUND IF APPLICABLE All use of Waters Software shall be governed by the following terms and conditions 1 Definitions a The term Software includes the object code version of the MassLynx software Breeze software Empower software Waters NuGen
15. elocated within the same company and country during the warranty period Waters offers relocation services to ensure proper care is taken when de installing packing and re installing in order to maintain the warranty coverage Warranty periods Note that warranty periods begin when products are shipped Instrumentation Warranted item Electronic and mechanical assemblies Component or components Entire instrument except for maintenance parts operating supplies and expendable components Warranty period One year 12 months from the date of shipment unless otherwise stated in the instrument s accompanying user documentation as in the case of the Waters 2695 Separations Module whose documentation specifies that a two year warranty applies to the instrument s sample manager and solvent manager drive mechanism For instruments that have served as demonstration models the warranty period is 90 days Normal wear and maintenance parts As defined in the instrument Performance Maintenance Kit if available Ninety 90 days from date of shipment Operating supplies and expendables Autosampler vials solvent and sample filters and fuses Warranted to function properly when delivered Service Warranted item Component or Warranty period components Parts installed Mechanical and Ninety 90 days from date of during a demand electronic shipment service r
16. epair assemblies Service labor Service Ninety 90 days from date of workmanship service delivery Warranty returns No returns may be made without prior notification of and authorization from Waters If it is necessary to return products to Waters contact Waters Customer Service the Waters subsidiary nearest you or your Waters representative for a return merchandise authorization RMA number and forwarding address Extended and enhanced warranty coverage is available for instrumentation and software products under the applicable service and support plan Contact your local Waters office for more information Warranty non Waters hardware Waters does not assemble configure or install software on any computer or computer peripheral that has not been purchased from Waters The warranty for hardware not manufactured by Waters follows the warranty if any of the original equipment manufacturer Support and extended coverage Waters USA and Canadian customers seeking service and support may contact Waters Technical Service 800 252 4752 Others may phone their local Waters subsidiary or Waters corporate headquarters in Milford Massachusetts USA or they may visit the Waters Web site http www waters com and click Support Extended support and coverage are available through a Total Assurance Warranty TAW or a Total Assurance Plan TAP Support and extended coverage 7 Total Assurance Warranty is ava
17. esis Scientific Data Management System SDMS software Waters SDMS Vision Publisher software Waters Analytical Workflow Manager AWM software Waters UNIFI software and or such other software indicated on the Waters Quotation and accepted by you on your Purchase Order PO and licensed to you by Waters The Software is comprised of the computer programs media containing the computer programs including Oracle A 2 Waters Software License Agreement Network Embedded Software where applicable user documentation and any Upgrades that Waters may provide to you You acknowledge and agree that the Software constitutes Waters confidential information Upgrades shall mean and include any changes additions or corrections made by Waters to the Software Quotation shall mean a document provided by an authorized representative of Waters which describes the Software Waters products and or those certain Waters Partners product s if any that you the Customer may purchase including pricing All such Quotations shall include and be subject to the terms and conditions contained in this Agreement unless otherwise agreed in writing Purchase Order shall mean a written authorization from you the Customer to Waters for the purchase of Software and products All such Purchase Orders shall reference a Quotation and be subject to the terms and conditions contained in this Agreement A 3 2 License and Usage of
18. hat which is provided at startup Courses are available at the customer site our worldwide campus in Milford Mass U S A in our Regional Training Centers in Europe and Asia and at most Waters subsidiaries Programs can be generic or customized to address specific challenges For details about the training and extended support programs Waters USA and Canadian customers may contact Waters Technical Service 800 252 4752 Others may phone their local Waters subsidiary or Waters corporate headquarters in Milford Massachusetts USA or they may visit the Waters Web site http www waters com and click Education or Services amp Support Shipments damages claims and returns All shipments are made free on board FOB shipping point Waters suggests that you authorize insurance for all shipments Instruments and major components are packed and shipped via ground transportation unless otherwise required Supplies and or replacement parts are packed and shipped via a ground courier air parcel post or parcel post unless otherwise requested Damages The U S Interstate Commerce Commission ICC has determined that carriers are as responsible for concealed damages that occur during transit as they are for obvious damages Concealed damage is damage that occurs to the contents of a shipping package where the package exterior remains apparently undamaged Therefore unpack the instrument or component promptly after receiving it aw
19. ilable during the first 90 days of system ownership and receives system discount It provides full support coverage for two years and guarantees a scheduled Performance Maintenance PM Visit in year two Total Assurance Plan is available at the end of the Warranty and is renewable annually it also provides annual scheduled PM visit Both TAW and TAP provide technical telephone support priority service repair visits and replacement parts as needed to ensure your system is running at peak performance Installation and extended training Instrument startup As part of the purchased installation charge Waters offers familiarization traning for a single designated primary operator Instrument startup consists of these procedures Assembling computer hardware and connecting the printer Connecting computer hardware to the system instruments Configuring and testing a system for proper instrument function and data collection Optional installation services are available to purchasers of workstation add on kit software products The services consist of software installation system configuration and primary operator familiarization training During this day of system installation service a certified Waters field service technician will configure the customer s computer load software and interface the computer with the system Extended training Waters Educational Services provides instrument and software training beyond t
20. instrumentation product to perform in accordance with the foregoing limited warranty Waters sole liability and customer s sole and exclusive remedy shall at Waters sole discretion be the repair or replacement of the instrumentation product or refund of amounts paid by customer for the instrumentation product that does not meet the limited warranty Warranty service Warranty service is performed at no charge and at Waters option and in Waters sole discretion in one of four ways With your authorization a service representative will access your system remotely A service representative is dispatched to the customer facility The instrumentation product is returned for repair at a Waters facility Replacement parts with appropriate installation instructions are sent to the customer Warranty service is performed only if the customer notifies Waters during the applicable warranty period Unless otherwise agreed in writing at the time of sale if the instrumentation product for which warranty service is sought has been removed from the initial installation geographic site no warranty service will be provided Warranty service is provided during normal business hours 8 00 A M to 5 00 P M Monday through Friday Service is not available when Waters offices are closed in observance of legal holidays Warranty service exceptions for instrumentation Warranty service is not performed on any instrumentation product or part that h
21. nce warranty service is not provided for any instrument maintenance or repair part that has been repaired by others improperly installed altered or damaged in any way any instrumentation product that malfunctions because the customer has failed to perform maintenance calibration checks or observe good operating procedures any instrumentation product that malfunctions due to the use of unapproved maintenance or repair parts or operating supplies and computers not meeting minimum hardware requirements or as a result of network related problems any system component or assembly that falls outside the scope of the repair or maintenance service that fails either during or within ninety 90 days of the service event Repair or replacement is not made because of decomposition due to chemical action because of poor facilities operating conditions or inadequate utilities Warranty disclaimers TO THE EXTENT PERMITTED BY APPLICABLE LAW THE LIMITED WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS WARRANTIES AND GUARANTEES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS OF THE PRODUCTS FOR A PARTICULAR PURPOSE INCLUDING FITNESS FOR USE IN CLINICAL DIAGNOSTIC PROCEDURES OR FOR INVESTIGATIONAL USE WITH OR WITHOUT CONFIRMATION OF DIAGNOSIS BY ANOTHER MEDICALLY ESTABLISHED DIAGNOSTIC PRODUCT OR PROCEDURE OR NONINFRINGEMENT AND ANY W
22. nt b Your sole and exclusive remedy in the event of any such failure is expressly limited to the correction or replacement of the defective Software or the refund of the fees paid for the defective Software c The Limited Warranty shall not apply to any Software delivered to you that has been improperly installed or modified or that has been the subject of neglect misuse abuse misapplication or alteration d No representative of Waters is authorized to commit Waters to any warranty other than the Limited Warranty contained herein c Disclaimer SUBJECT TO THE LIMITED WARRANTY SET FORTH ABOVE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WATERS AND ORACLE DISCLAIM ANY AND ALL PROMISES REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS IMPLIED OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE DATA ACCURACY SYSTEM INTEGRATION TITLE NON INFRINGEMENT AND OR QUIET ENJOYMENT AND THE SOFTWARE DOCUMENTATION AND ANY OTHER INFORMATION OR MATERIALS OTHERWISE PROVIDED ARE PROVIDED AS IS AND ARE SUBJECT TO NO OTHER WARRANTY NO WARRANTY IS MADE BY WATERS AND OR ORACLE ON THE BASIS OF TRADE USAGE COURSE OF DEALING OR COURSE OF TRADE NEITHER WATERS NOR ORACLE WARRANTS THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE A 12 Waters Software License Agreement OR THAT ALL ERRORS
23. o not apply to this Agreement and the license contained herein Warranties Disclaimers a Representations and Warranties Each party to this Agreement hereby represents and warrants i that it is duly organized validly existing and in good standing under the laws of its jurisdiction of incorporation and ii that the first installation or use of the Software in the designated operating environment constitutes a valid and binding obligation between you and Waters and will be A 9 enforceable against you in accordance with the terms of this Agreement b Waters Limited Warranty i Waters warrants for a period of ninety 90 days from the date of shipment the Warranty Period that the Software will when used in the designated operating environment perform substantially in accordance with the operating specifications set forth in the user manual as amended by any release notes issued during the Warranty Period and that the Software will be free of defects in materials and workmanship the Limited Warranty The Limited Warranty shall apply only to the most current version of the Software that was supplied to you by Waters u The Limited Warranty is subject to the conditions set forth below a You must give written notice to Waters during the Warranty Period with an explanation of the circumstances of any claim that the Software fails to conform to this Limited Warranty A 10 Waters Software License Agreeme
24. of the Software other than a reasonable number of copies solely for archival purposes provided that you reproduce and include Waters and any third party manufacturer s copyright notices on any backup disaster recovery or archival copies of the Software and on copies of any user documentation It is understood and agreed that you may temporarily move install and operate the Software at a Waters Software License Agreement different computer or workstation in the event of computer or workstation malfunction The Software is not for use by individuals other than properly qualified personnel Generally the Software is not intended for use in in vitro diagnostic IVD procedures but is general laboratory software intended for research use only Customer shall not use any such general laboratory software for IVD purposes Notwithstanding the foregoing certain Software may be labeled and identified as an IVD device IVD Software and as such may be used for IVD purposes Customer shall not use such IVD Software except in accordance with the IVD Software s intended use statement provided in the product literature Any patient diagnosis or treatment determination made as a result of data generated using the IVD Software must be made by a qualified health care professional A 7 8 5 Oracle Software Waters has provided as part of the Software access to certain Oracle embedded software as a convenience To the extent that
25. on Other registered trademarks or trademarks are the sole property of their owners Contacting Waters Contact Waters with technical questions regarding the use transportation removal or disposal of any Waters product You can reach us via the Internet telephone or conventional mail Waters contact information Contacting medium Information Internet The Waters Web site includes contact information for Waters locations worldwide Visit www waters com Telephone and fax From the USA or Canada phone 800 252 HPLC or fax 508 872 1990 For other locations worldwide phone and fax numbers appear in the Waters Web site Conventional mail Waters Corporation 34 Maple Street Milford MA 01757 USA Table of Contents Company information ESE ENES EE ii Copyrisht notice E E 1 Trademarks 1 Contacting Waters 111 License Warranty Support Shipment Damage Claim and Return 1 Software license and warranty cccccccccccccccccsscccccceccccccecccecccecceeccececeecsecceceees 1 Instrumentation and service warranty errerrserseressersvrvsversveevevesevesvessveneveneene 1 Limited Warranty netrurnentabon
26. s intended for research use only and are not for use in IVD procedures Customer shall not use any such general laboratory instruments for IVD purposes This instrumentation limited warranty is subject to the conditions set forth below Exclusions The foregoing limited warranty does not apply to any material deviation from the specifications by any instrumentation product that results from a use of the instrumentation for any purpose other than general purpose use unless specifically expressed otherwise in the product literature b use of the instrumentation products for investigational use with or without confirmation of diagnosis by another medically established diagnostic product or procedure c errors or defects in any third party component d modification of the instrumentation products by anyone other than Waters e failure by customer to install any standard enhancement or update in accordance with an update procedure or release of firmware or any operating system release f any willful or negligent action or omission of customer g any misuse or incorrect use of the instrumentation product h any malfunction of any information system or instrument with which the instrumentation product may be connected or 1 failure to establish or maintain the operating environment for the instrumentation product in accordance with the applicable operator or user manual Exclusive remedy In the event of any failure of a Waters
27. the Software contains Oracle software you acknowledge that Oracle has no express or implied obligation to provide any technical or other support to you for such software Please contact Waters directly for technical support and customer service related to the Oracle software Oracle may provide to its own customers who may include you as part of an Oracle software package source code identical to the Oracle source code embedded in the Software Regardless of whether Oracle does do so the Oracle source code embedded in the Software shall be governed solely by the terms of this Agreement If you have obtained an Oracle software license you must not attempt to use the Oracle software to access use reproduce modify reverse engineer or otherwise tamper with the Software Third party technology that is appropriate or necessary for use with some Oracle software if any is specified in the Software Waters Software License Agreement documentation or otherwise by Waters and such third party technology is licensed to you only for use with the Software under the terms of the third party license agreement specified in the Software documentation or otherwise by Waters and not under the terms of this Agreement d Oracle is a third party beneficiary of the rights and obligations of this Agreement Exclusion of the Uniform Computer Information Transactions Act UCITA It is understood and agreed that the provisions of the UCITA d
28. ty or unenforceability and the other provisions of this Agreement will remain unaffected 16 Relationship of the Parties No Agency Nothing contained herein shall be construed to place Waters and you ina relationship of partners joint ventures principal agent or employer employee and neither party shall have any authority to obligate or bind the other A 22 Waters Software License Agreement whatsoever except as specifically provided by the terms of this Agreement In no event shall either party hold itself out to be an agent of the other with the authority to bind such other party to any agreement contract or obligation 17 Force Majeure Waters shall have no liability for failure to perform or delay in performance in the delivery of any and all Software caused by circumstances beyond Waters reasonable control including but not limited to acts of God acts of nature floods fire explosions war or military mobilization United States governmental action or inaction request of governmental authority delays of any kind in transportation or inability to obtain material or equipment acts of other governments strikes or labor disturbances A 23 A 24 Waters Software License Agreement
29. uch audit reveals that your use of the Software is not as authorized by this Agreement 11 Transfer This Agreement shall be assignable by Waters It shall not be assignable by you without the prior written consent of Waters 12 Dispute Resolution a All disputes arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce the Rules by one or more arbitrators appointed in accordance with the Rules b Notwithstanding the provisions of Section 12 a above either party hereto shall be entitled to seek equitable relief against the other party in any competent court having jurisdiction over the parties without first submitting the matter to arbitration with respect to alleged breaches or threatened breaches of any material term or provision of this Agreement The parties hereby irrevocably submit to the jurisdiction of any of said courts in any such claims and waive any claim or defense of inconvenient forum or lack of personal jurisdiction under any applicable law decision treaty or otherwise In making the foregoing submission to jurisdiction each party A 20 Waters Software License Agreement expressly waives the benefit of any contrary provision of the laws of the jurisdiction of its incorporation or where it is doing business Both parties represent and warrant that they are not immune from judicial proceeding and will not claim
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