January 21, 2021
3720 Clifton Pl, Montrose, CA 91020, USA
Capitalized terms are defined on this document’s last section.
By using the SynTouch Sensor, Customer signifies acceptance of both this Limited Warranty and License and the SynTouch Sensor Manuals. If Customer does not agree to either this Limited Warranty and License or the SynTouch Sensor Manuals, it must notify SynTouch by email at firstname.lastname@example.org, in which case Customer will relinquish all rights granted hereto.
SynTouch warrants that the SynTouch Sensor will (i) substantially conform to SynTouch’s published specifications in effect at the time Customer receives the SynTouch Sensor, and (ii) starting on the day Customer receives the SynTouch Sensor, be free from defects in material and workmanship for the longest of one calendar year or as mandated by law in the Customer’s jurisdiction (the “Limited Warranty”). SynTouch will conform to the Limited Warranty by repairing or replacing the SynTouch Sensor or components thereof, which may be refurbished at SynTouch’s sole discretion, at no cost to Customer except that Customer will be responsible for all out-of-pocket travel and shipping expenses incurred by SynTouch and Customer. SynTouch’s obligations with respect to the Limited Warranty apply only if (i) Customer notifies and reasonably describes to SynTouch the defects within seven (7) days of the time when Customer first discovers or ought to have discovered the defects; (ii) Customer gives SynTouch a reasonable opportunity after receiving notice to examine the defective SynTouch Sensor; (iii) SynTouch reasonably verifies Customer’s claim that the SynTouch Sensor is defective; (iv) Customer does not use the SynTouch Sensor after giving such notice until SynTouch explicitly authorizes Customer to resume using it; (v) the defect was not caused by Customer’s gross negligence, willful misconduct or failure to comply with the SynTouch Sensor Manuals; and (vi) Customer did not alter or attempt to repair the defective SynTouch Sensor. For the avoidance of doubt, the Limited Warranty is void if Customer alters or tampers with the SynTouch Sensor, or installs or uses it in a manner that is inconsistent with SynTouch’s written recommendations. THE REMEDIES SET FORTH HEREIN WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SYNTOUCH’S ENTIRE LIABILITY FOR ANY BREACH OF ANY OF THE LIMITED WARRANTY.
EXCEPT FOR THE LIMITED WARRANTY, SYNTOUCH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SYNTOUCH SENSOR OR THIRD-PARTY PRODUCTS, AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; OR (e) ANY WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
Customer will not directly or indirectly (i) violate laws or regulations that affect the use of the SynTouch Sensors; (ii) disassemble, modify, remove, merge, scrape, translate, decode or reverse engineer any portion of the Licensed IP; (iii) use any data mining, gathering, separation or extraction tool, or any robot, spider or other automatic device or manual process to monitor, use or copy any portion of the Licensed IP; (iv) remove any notice indicating SynTouch’s proprietary rights or SynTouch’s suppliers’ proprietary rights in the SynTouch Sensors; (v) create derivative works of the Licensed IP; or (vi) make false, misleading or deceptive statements or representations regarding SynTouch or the SynTouch Sensors.
Subject to Customer’s full compliance with this Limited Warranty and License, SynTouch hereby grants to Customer a non-exclusive, non-transferable, perpetual, limited license to use the Licensed IP. Except as may be expressly licensed to Customer (i) Customer may use the SynTouch Sensors that incorporate the Licensed IP for the sole purpose of investigating, researching or commercializing applications that involve the manipulation of objects with robotic, prosthetic and artificial manipulators, grippers and hands (for the avoidance of doubt, this license to use excludes all other applications including but not limited to tribology or other measurements or characterizations of materials’ tactile properties and haptic assessments); and (ii) all right, title and interest in and to the Licensed IP, all derivative works thereof, and all related documentation and materials, including all intellectual property and proprietary rights embodied therein, will at all times be exclusively owned by SynTouch. SynTouch may terminate this license grant if (i) Customer has not performed or complied in whole or in part with its obligations set forth in this Limited Warranty and License; or (ii) the SynTouch Sensor becomes subject to a third-party intellectual property infringement claim. Upon termination, all rights granted to Customer hereunder shall terminate immediately, including Customer’s right to use the Licensed IP.
SYNTOUCH WILL NOT HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SYNTOUCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL THIS LIMITED WARRANTY AND LICENSE BENEFIT OR CREATE ANY RIGHT OR CAUSE OF ACTION IN OR ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN THE PARTIES HERETO REGARDLESS OF THE FORM OF THE ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, PROVIDED THAT THIS LIMITATION WILL NOT APPLY TO AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
The failure by either Customer or SynTouch at any time to require performance of any provision or terms hereof or pursuant to the SynTouch Sensor Manuals will in no manner affect such party’s rights at a later time to enforce the same. No waiver by Customer or SynTouch of any condition or of any breach of any term, representation or warranty contained in this Limited Warranty and License will be effective unless in writing between Customer and SynTouch, and no waiver in any one or more instances will be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, representation or warranty.
All matters arising out of or relating to this Limited Warranty and License are governed by and construed in accordance with the laws of the State of California (U.S.A.) without giving effect to any conflict of laws provisions that would cause the application of the laws of any other jurisdiction. The exclusive jurisdiction for all disputes arising out of or relating to these Policies will be the California State and United States Federal courts sitting in the County of Los Angeles, California.
This Limited Warranty and License is the entire agreement between Customer and SynTouch relating to the subject matter hereof; supersedes all prior or contemporaneous understandings; and will prevail if a conflict arises between this Limited Warranty and License and separate agreements entered into between Customer and SynTouch.
“Customer” means the customer identified in the purchase or invoice for the SynTouch Sensor as accepted by either SynTouch or an agent or distributor authorized by SynTouch to resell or deliver the SynTouch Sensor to Customer.
“Licensed IP” means intellectual property, including patents, trade secrets, copyrights and trademarks that is owned by SynTouch and embedded in or shipped with SynTouch Sensors as hardware, software or firmware.
“Limited Warranty and License” means this document.
“Third-Party Products” means products manufactured by third parties that may constitute, contain, be contained in, incorporated into, attached to or packaged together with the SynTouch Sensor.
“SynTouch” means SynTouch, Inc.
“SynTouch Sensor” means any sensor manufactured by SynTouch, including the BioTac®, BioTac® SP and NumaTac® sensors, and including any software or hardware supplied to Customer by SynTouch.
“SynTouch Sensor Manuals” means manuals and other documentation provided by SynTouch for the SynTouch Sensor.