
2. Term, Termination.
a. Term. The initial term of this Agreement will commence on the date you download or otherwise
acquire the Software, and will continue (i) for the term you specified in your order for the Software, or
(ii) if you purchased the Software on CD or other physical medium, on the Software package, or (iii) if
you received the Software in combination with other hardware or software, the term specified by your
supplier. If renewal terms are available, TKA SCIENTIFIC INSTRUMENTS will provide notice offering
you the opportunity to purchase renewals at the then-current renewal price. The initial term and any
renewals purchased are referred to in this Agreement as the "Term".
b. Termination. TKA SCIENTIFIC INSTRUMENTS, in addition to such other rights may be available
at law or equity, shall be entitled to terminate the license granted by this Agreement without liability (i)
for convenience on five (5) days' prior notice, provided that TKA SCIENTIFIC INSTRUMENTS shall, in
its sole discretion, either refund to you the license fees you paid in respect of the then-current initial
term or renewal term., prorated over the applicable term, or grant license for substantially similar
product for the remainder of the Term, or (ii) for cause at any time without notice if you commit a mate-
rial breach of this Agreement.
c. Effect of Termination. On the expiration or termination of this Agreement, you will cease using
the Software, TKA SCIENTIFIC INSTRUMENTS may cease making Updates available to you, and the
Software may cease functioning. Sections 1.b, 1.d, 3, 4, 5 and 6 will survive the expiration or termina-
tion of this Agreement.
3. Ownership. TKA SCIENTIFIC INSTRUMENTS reserves all rights in the Software not expressly
granted by this Agreement. All copyrights, trademarks and other conceivable intellectual property
rights in and to the Software (including, but not limited to, malware signatures and other data files, im-
ages appearing in the Software and screen displays as well as any and all documentation relating to
the Software) are owned by TKA SCIENTIFIC INSTRUMENTS or its licensors, and are protected by
United States and foreign copyright laws, international treaties and other applicable laws. Any copy of
the Software you are allowed to make pursuant to this Agreement must contain the entire copyright
and other notices included with the original copy of the Software.
4. Warranties.
a. General. TKA SCIENTIFIC INSTRUMENTS warrants, that on delivery of the Software and for a pe-
riod of thirty (30) days thereafter, that the medium (if any) on which the Software is delivered will be
free of material defects, and that the Software will perform substantially in accordance with the appli-
cable specifications. The foregoing warranty applies only to the Software as originally delivered, and
does not apply to Updates. Your sole and exclusive remedy for breach of this Warranty is replacement
of the defective media or Software or, at TKA SCIENTIFIC INSTRUMENTS' option, return of the Soft-
ware for a full refund. In order to exercise your rights under this Section 4, you must deinstall and de-
stroy all copies of the Software you may have made (including all archival copies), and (i) if you pur-
chased the Software by download, follow the instructions on the confirmation email you received in
connection with the purchase, or (ii) for all other purchases, return the Software in its original package,
along with your receipt, to the point of purchase.
b. Beta Versions. Notwithstanding the provisions of Section 4.a, THE PROVISIONS OF THIS SEC-
TION 4.b APPLY IN PLACE OF SECTION 4.a IF (AND ONLY IF) THE SOFTWARE IS A "BETA TEST"
VERSION. In view of the evaluation nature of Software, Software is provided on an "as is", "as avail-
able" basis, without warranty and without support or other services by TKA SCIENTIFIC INSTRU-
MENTS. YOU AGREE TO USE THE Spectrofotometer Beta SOFTWARE STRICTLY FOR THE PUR-
POSES OF EVALUATION AND TESTING, AND THAT YOUR RELIANCE ON THE AVAILABILITY OR AC-
CURACY OF THE Spectrofotometer Beta SOFTWARE SHALL BE ENTIRELY AT YOUR OWN RISK.
c. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 4.a OF THIS AGREEMENT, TKA
SCIENTIFIC INSTRUMENTS DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFT-
WARE, MEDIA AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE
IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTY OF
NONINFRINGEMENT. TKA SCIENTIFIC INSTRUMENTS DOES NOT WARRANT THAT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE WILL
PROVIDE 100% PROTECTION. Some jurisdictions do not allow limitations on an implied warranty, so
the above limitations may not apply to you. You may have other rights that vary from jurisdiction to
jurisdiction.
d. Hazardous Environments. You acknowledge that the Software is not designed or licensed for
use in hazardous environments, including without limitation operation of nuclear facilities, aircraft
navigation systems, aircraft communication systems, air traffic control, life support or weapons sys-
tems and any other environment in which bodily injury or death could result from failure of or inability
to use the Software. Without limiting the provisions of Sections 4.b and 4.c of this Agreement, TKA
SCIENTIFIC INSTRUMENTS and its licensors hereby disclaim any express or implied warranties of fit-
ness for such uses.
5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL TKA SCIENTIFIC INSTRUMENTS OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL
DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY (INCLUDING,
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