Transcend Information, Inc. ("Transcend") is willing to grant the following license to install or use the software and/or firmware (“Licensed Software”) pursuant to this End-User License Agreement (“Agreement”), whether provided separately or associated with a Transcend product (“Product”), to the original purchaser of the Product upon or with which the Licensed Software was installed or associated as of the time of purchase ("Customer") only if Customer accepts all of the terms and conditions of this Agreement. PLEASE READ THESE TERMS CAREFULLY. USING THE SOFTWARE WILL CONSTITUTE CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE LICENSED SOFTWARE.
Transcend grants to Customer a personal, non-exclusive, non-transferable, non-distributable, non-assignable, non-sublicensable license to install and use the Licensed Software on the Product in accordance with the terms and conditions of this Agreement.
As between Transcend and Customer, the copyright and all other intellectual property rights in the Licensed Software are the property of Transcend or its supplier(s) or licensor(s). Any rights not expressly granted in this License are reserved to Transcend.
Customer may not, and may not authorize or permit any third party to: (a) use the Licensed Software for any purpose other than in connection with the Product or in a manner inconsistent with the design or documentations of the Licensed Software; (b) license, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Licensed Software or use the Licensed Software in any commercial hosted or service bureau environment; (c) reverse engineer, decompile, disassemble or attempt to discover the source code for or any trade secrets related to the Licensed Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (d) adapt, modify, alter, translate or create any derivative works of the Licensed Software; (e) remove, alter or obscure any copyright notice or other proprietary rights notice on the Licensed Software or Product; or (f) circumvent or attempt to circumvent any methods employed by Transcend to control access to the components, features or functions of the Product or Licensed Software.
Customer may not copy the Licensed Software except that one copy of any separate software component of the Licensed Software may be made to the extent that such copying is necessary for Customer's own backup purposes.
The Licensed Software may contain open source components licensed to Transcend pursuant to the license terms specified as below,
Customer may visit http://www.transcend-info.com/Legal/?no=10 to learn specifics of the open source components contained in the Licensed Software and the respective license terms thereof (“Open Source License”). In the event that this Agreement conflicts with the requirements of the above one or more Open Source License with respect to the use of the corresponding open source components, Customer agrees to be bound by such one or more Open Source License.
TRANSCEND MAKES NO WARRANTY AND REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, LICENSED SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED WITHIN THE LICENSED SOFTWARE FOR ANY PURPOSE. ALL SUCH INFORMATION, LICENSED SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TRANSCEND HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, LICENSED SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL TRANSCEND BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTION WITH THE USE, PERFORMANCE OR ACCURACY OF THE LICENSED SOFTWARE OR WITH THE DELAY OR INABILITY TO USE THE LICENSED SOFTWARE, OR THE PRODUCT WITH WHICH THE LICENSED SOFTWARE IS ASSOCIATED, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TRANSCEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, TRANSCEND 'S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY AND ORIGINALLY PAID AT RETAIL BY CUSTOMER FOR THE PRODUCT. The foregoing Disclaimer and Limitation of Liability will apply to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the exclusions and limitations set forth above may not apply.
Transcend may, in addition to any other remedies available to Transcend, terminate this Agreement immediately if Customer breaches any of its obligations under this Agreement.
(a) This Agreement constitutes the entire agreement between Transcend and Customer concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of Transcend. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the law of the Republic of China, excluding its conflict of law provisions. (c) If any part of this Agreement is held invalid or unenforceable, and the remaining portions will remain in full force and effect. (d) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (e) Transcend may assign its rights under this Agreement without condition. (f) This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.