User guide
Confidential Information to third parties, except as expressly authorized in this EULA. You acknowledge that the Software, including its
content, structure, organization and design constitute proprietary and valuable trade secrets (and other intellectual property rights) of
Licensor and/or its licensors. The term “Confidential Information” means, collectively, non-public information that Licensor (and its
licensors) provide and reasonably consider to be of a confidential, proprietary or trade secret nature, including but not limited to (i) the
Software, (ii) Software License and Support prices, (iii) Software License Numbers and Registration Keys, and (iv) confidential elements
of the Software and Licensor’s (and its licensors’) technology and know-how, whether in tangible or intangible form, whether designated
as confidential or not, and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically, or in
writing. Confidential Information does not include any information which you can demonstrate by credible evidence: (a) is, as of the
time of its disclosure, or thereafter becomes part of the public domain through no fault of yours; (b) was rightfully known to you prior to
the time of its disclosure, or to have been independently developed by you without use of Confidential Information; and/or (c) is
subsequently learned from a third party not under a confidentiality obligation with respect to such Confidential Information. Confidential
Information that is required to be disclosed by you pursuant to a duly authorized subpoena, court order, or government authority shall
continue to be Confidential Information for all other purposes and you agree, prior to disclosing pursuant to a subpoena, court order, or
government authority, to provide prompt written notice and assistance to Licensor prior to such disclosure, so that Licensor may seek a
protective order or other appropriate remedy to protect against disclosure.
10. W
ARRANTY AND DISCLAIMER. Licensor warrants that (i) except with respect to Software provided under a Trial or Demonstration
License (in respect of which no warranty is made, as described in Section 3), for a period of twenty (20) days from the date of
acceptance of the Software as described in Section 2, the Software will, under normal use and as unmodified, substantially perform the
functions described in its accompanying documentation; and (ii) Licensor will perform Support services during the Support term in a
professional and workmanlike manner. No warranty is provided for uses beyond the Authorized Scope. THE FOREGOING EXPRESS
WARRANTIES REPLACE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS BY LICENSOR, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR OTHER WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF
INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. NO WARRANTY IS MADE THAT ANY SOFTWARE WILL OPERATE IN
AN ERROR FREE, UNINTERRUPTED OR COMPLETELY SECURE MANNER, IN COMBINATION WITH THIRD PARTY HARDWARE
OR SOFTWARE PRODUCTS, OR THAT ALL DEFECTS CAN BE CORRECTED. YOU ACKNOWLEDGE THAT LICENSOR HAS NO
CONTROL OVER THE SPECIFIC CONDITIONS UNDER WHICH YOU USE THE SOFTWARE. ACCORDINGLY, EXCEPT FOR THE
FOREGOING EXPRESS WARRANTY, LICENSOR CANNOT AND DOES NOT WARRANT THE PERFORMANCE OF THE
SOFTWARE OR ANY PARTICULAR RESULTS THAT MAY BE OBTAINED BY THE USE OF THE SOFTWARE. THE SOFTWARE
AND SUPPORT DO NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE
SOFTWARE. The warranties made by Licensor may be voided by abuse or misuse of the Software and/or Support.
11. E
XCLUSIVE REMEDY. Licensor’s sole obligation and liability, and your sole and exclusive remedy under the warranties set forth in
Section 10, shall be for Licensor to use commercially reasonable efforts to have the problem remedied, to re-perform Support services,
to deliver to you a replacement for the defective Software, or to refund fees paid (in each case, as determined by Licensor and as
applicable), provided
that Licensor is notified in writing of all warranty problems during the applicable warranty period.
12. T
HIRD PARTY SOFTWARE AND DATABASES. This Software uses third-party software components from several sources. Portions of
these software components are copyrighted and licensed by their respective owners. Various components may require distribution of
source code or if a URL is used to point the end-user to a source-code repository, and the source code is not available at such site, the
distributor must, for a time determined by the license, offer to provide the source code. In such cases, please contact your Life
Technologies representative. In addition, various licenses require that the end user receive a copy of the license. Such licenses, if any,
may be found in a folder called “Licenses” which is located in the root directory of the Software. You understand that third party
products integrated into the Software or provided for use with the Software may be subject to additional terms and conditions and/or
license agreements from the applicable third party vendor, which shall govern over conflicting terms of this EULA for purposes of your
relationship with the third party vendor. You agree not to use any such third party product on a stand-alone basis independent of the
Software, unless you have purchased the appropriate license from the third party vendor for use of such products.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL THIRD PARTY SOFTWARE, DATABASES AND
OTHER PROGRAMS AND SOFTWARE COMPONENTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER
FROM LICENSOR. ANY DATABASES OR OTHER INFORMATION PROVIDED BY LICENSOR ARE DESIGNED TO SUPPLEMENT
OTHER SOURCES OF INFORMATION, ARE NOT INTENDED TO REPLACE YOUR PROFESSIONAL DISCRETION AND
JUDGMENT AND LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUCH DATABASES OR
INFORMATION, THEIR ACCURACY, COMPLETENESS OR OTHERWISE. Licensor agrees, upon request and as Licensor’s sole
liability and obligation, and for your convenience only, to have passed through to you (to the extent it may reasonably do so) any
warranties and indemnifications provided by the applicable third party vendor of any third party products provided to you. To the extent
any problem or liability arises from a third party product, you agree to seek recourse solely from the applicable third party vendor and
not Licensor.
13. L
ICENSOR INDEMNIFICATION. Subject to the limitations set forth herein, Licensor agrees to defend you against any claims, actions,
suits and proceedings brought against you by unaffiliated third parties arising from or related to a claim that the Software (other than
any third party or open source components or elements) infringes upon such third party’s copyrights, and Licensor agrees to pay all
damages that a court finally awards to such third party, and all associated settlement amounts agreed to by Licensor in writing; provided
that
, Licensor receives from you (i) prompt written notice of the claim; (ii) all necessary assistance, information and authority necessary
Vector NTI
®
Express
Designer Installation and Licensing Guide 19