LICENSING AGREEMENT, DISCLAIMERS AND
Contents
1. Although VAIS strongly recomm ends that Products not be used while the vehicle is in motion it is your responsibility to determine whether the product can be used in any given location Any use of the PRODUCTS where it is illegal to do so may be used against you as evidence of negligence in the event of an auto accident or other traffic infraction 4 THIRTY 30 DAY MONEY BACK WARRANTY ONLY IF PURCHASED DIRECT FROM VAIS Any Product purchased directly from VAIS referencing a Return Authorization Number RAN during the Thirty 30 day period following shipment by VAIS may be returned for a full refund of the purchase price actually paid only if you have received damaged defective or incorrectly shipped merchandise The RAN number may be obtained from VAIS s Customer Support at 720 733 2348 and is valid for only thirty 30 days from its issuance Said RAN must be noted on the outside of the returned PRODUCTS packaging The PRODUCTS must be returned in its original packaging intact without any evidence of tampering with the PRODUCTS or physical damage caused by the Customer End User WE WOULD STRONGLY RECOMMEND THAT THE ITEM BE SHIPPED INSURED SINCE THE RISK OF LOSS DURING SHIPPING IS WITH THE END USER Re stocking Fees may apply Damage Fees if deemed caused by the End User may apply SHIPPING AND HANDLING OF THE END USER IS NOT REFUNDABLE AND MUST BE PREPAID FOR THIS WARRANTY TO BE APPLICABLE END USER SHALL ASSUME ALL RISK OF L2. NEGLIGENT OPERATION OF A MOTOR VEHICLE IN CONJUNCTION WITH THE USE OF SAID PRODUCTS THE END USER ACKNOWLEDGES ITS RESPONSIBILITY FOR THE USE OF THE PRODUCT THE ADDITION OF VAIS PRODUCTS AND ANY AFTER MARKET EQUIPMENT MAY ENHANCE THE VALUE OF A VEHICLE OR CAUSE A THIRD PARTY TO ILLEGALLY ATTEMPT TO REMOVE THE PRODUCTS AND AFTER MARKET EQUIPMENT VAIS DISCLAIMS ANY LIABILITY RELATE D TO SUCH THEFT AND POTENTIAL DAMAGE TO PROPERTY IT IS THE END USERS RESPONSIBILITY TO PROTECT ITS OWN PROPERTY THE END USER FURTHER ACKNOWLEDGES THAT THE OPERATION OF A MOTOR VEHICLE IS AN INHERENTLY DANGEROUS ACTIVITY AND BY ITS USE OF VAIS S PRODUCTS ACKNOWLEDG ES THAT THE PRODUCTS ARE REMOTELY RELATED TO SAID MOTOR VEHICLE OPERATION AND THUS ANY DAMAGES CAUSED TO THE DRIVER OF THE VEHICLE THE VEHICLE ITSELF OR ANY THIRD PARTY AND ITS PROPERTY IS NOT THE RESPONSIBILITY OF VAIS ITS AGENTS OR ITS PRINCIPALS AND IS THE SOLE RESPONSIBILITY OF THE DRIVER OF SAID VEHICLE YOU THE END USER OR ANY OTHER DRIVER OF THE VEHICLE IS SOLELY RESPONS IBLE FOR THE SAFE OPERATION OF THE VEHICLE AND THE SAFETY OF BOTH YOU AND THE PASSENGERS FOR SAFETY PURPOSES THE PRODUCT SHOULD NOT BE USED FOR THE DRIVER S ENTERTAINMENT WHILE THE VEHICLE IS BEING DRIVEN SUCH USE COULD BE A DISTRACTION TO THE DRIVER WHICH COULD CAUSE AN ACCIDENT LEADING TO SERIOUS INJURY OR DEATH IF YOU THE END USER ALLOW ANOTHER PERSON TO USE THE VEHICLE IT IS YOUR RESPONSIBILITY TO THOROUGHLY BRIEF THAT OT
3. THE EVENT OF AN ACCIDENT WHICH RESULTS IN INJURY TO PERSONS OR PROPERTY UNDER NO CIRCUMSTANCES WILL VAIS OR ITS IMMEDIATE AGENTS OR PRINCIPALS BE LIABLE FOR DAMAGES INCURRED TO THE PRODUCTS THE VEHICLE OR ITS PASSENGERS OR OTHER THIRD PARTIES AS A RESULT OF FAILURE TO FOLLOW VAIS S INSTALLATION INSTRUCTIONS 2 A COPY OF THE OPERATIONAL WARNINGS AND SAFETY INSTRUCTIONS IS TO BE KEPT WITH THE VEHICLE AT ALL TIMES 3 DISCLAIMER AND LIMITATION OF WARRANTIES A EXCEPT AS OTHERWISE CONTAINED HEREIN the PRODUCTS and related documentation are provided to you AS IS IN NO EVENT SHALL VAIS BE LIABLE FOR ANY DAMAGES CLAIM OR LOSS INCURRED BY YOU INCLUDING WITHOUT LIMITATION COMPENSATORY INCIDENTAL INDIRECT SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES LOST PROFITS LOST SALES OR BUSINESS EXPENDITURES INVESTMENTS OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS LOSS OF ANY GOODWILL OR DAMAGES THE TERM INCIDENTAL DAMAGES REFERS TO THE EXPENSES OF TRANSPORTING THE PRODUCTS TO THE VAIS SERVICE CENTER LOSS OF THE END USERS ORIGINAL PURCHASER S TIME LOSS OF THE USE OF THE PRODUCT BUS FARES CAR RENTALS OR OTHER COSTS RELATED TO THE CARE AND CUSTODY OF THE PRODUCT THE TERM CONSEQUENTIAL DAMAGES REFERS TO THE COST OF REPAIRING OR REPLACING OTHER PROPERTY WHICH IS DAMAGED WHEN THIS PRODUCT DOES NOT WORK PROPERLY RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS INCLUDING ANY DAMAGES INCURRED DUE TO THE
4. take the PRODUCTS or deliver the PRODUCTS freight prepaid to a VAIS Technology Authorized Service Center If shipped the PRODUCTS must be packaged so that it is protected from possible shipping damage VAIS Technology will ship the PRODUCTS to you when warranty performance is completed VAIS Technology will pay for shipping the PRODUCTS to you if the product was repaired under the warranty and the Product was received by the Service Center during the warranty period in which case the Product will be returned to you freight prepaid by VAIS You must present to the Service Center or include with your shipment a dealer s bill of sale or other original evidence showing the date and place of purchase and describing the Product purchased to establish warranty eligibility Be sure to include your return address and a written description of the problem and a daytime telephone number where you can be reached should the need arise SHIP TO VAIS Technology 13792 Compark Blvd Unit 125 Englewood CO 80112 ATTENTION SERVICE DEPARTMENT For your own protection you should obtain a proof of delivery receipt Return shipping that is shipping back to the customer following repair or replacement will be paid by the Seller unless repair or replacement is determined not to be covered by the warranty C WHAT THE WARRANTY DOES NOT COVER VAIS shall have no liability or obligation to Purchaser with respect to any PRODUCTS requiring service during the warranty
5. the Products You the End User agree to indemnify defend and hold harmless VAIS and its Affiliates Directors Officers Agents and Employees from any Liabilities Damage Loss Claim and Expense including reasonable Attorney s Fees arising out of the installation and use of the Products B GOVERNING LAW THIS AGREEMENT and all Purchases hereunder shall be governed by and construed under the laws of the State of Colorado without regard to conflicts of law rules You agree that the Courts of Colorado shall have exclusive jurisdiction over the Parties for all disputes Venue shall lie exclusively in either i Arapahoe County District Court or the U S District Court District of Colorado C NOT FOR RESALE NOR EXPORT ASSURANCES You the End User certifies and agrees that the Products are being Purchased for the End Users own use and not for resale The End User further agrees that he she it will not remove components from Product for resale unless he she it becomes certified as an official dealer of VAIS and enters into the appropriate Distrib ution Agreements required by VAIS technology The End User further agrees that neither the software nor any other technical date received from VAIS nor the direct Product thereof will be exported outside the United States except as authorized and as permitted by VAIS and in accordance with the laws and regulations of the United States If the software or Products rightfully obtained by you ou
6. HER THAN Fitness for its Purpose Some radio receiver models may cause you to experience some technical difficulties if the product does not operate properly please contact technical department promptly at support vaistech com 1 GRANT OF LICENSE VAIS grants to you a non transferable non exclusive license to use the PRODUCT and its software installed on the VAIS product the PRODUCTS and the related documentation solely for your own personal use or for internal use by your business only on such VAIS PRODUCTS You shall not copy reverse engineer translate port modify or make derivative works of the Software contained in the PRODUCT You shall not loan rent disclose publish sell assign lease sublicense market or otherwise transfer the Software in the PRODUCT or use it in any manner not expressly authorized by this agreement You shall not derive or attempt to derive the source code or structure of all or any portion of the Software in the PRODUCT by reverse engineering disassembly recompilation or any other means You shall not use the Software in the PRODUCT to operate a service bureau or for any other use involving the processing of data for other persons or entities VAIS and its licensor s shall retain all copyright trade secret patent and other proprietary ownership rights to the Software in the PRODUCT The PRODUCTS are Copyrighted Patented and or at various stages of Pending and may not be copied even if modified or m
7. HER USER ON THE SAFETY REQUIREMENTS FOR OPERATING THE VEHICLE AND THE PRODUCTS INSTALLED THEREIN B SAID DISCLAIMERS SHALL APPLY TO THE USE OF SAID PR ODUCTS EVEN IF VAIS HAS BEEN INFORMED OF KNEW OF OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT BREACH OF WARRANTY NEGLIGENCE STRICT LIABILITY MISREPRESENTATION AND OTHER TORTS IF VAIS S WARRANTY DISCLAIMER OR LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL OR FOR ANY REASON WHATSOEVER BE HELD UNENFORCEABLE OR INAPPLICABLE YOU AND ANY OTHER END USER AGREE THAT VAI S S LIABILITY SHALL NOT EXCEED 50 OF THE PRICE PAID FOR THE ENCLOSED VAIS PRODUCT Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you This Warranty Disclaimer and Limitation of Liability shall not be applicable to the extent that any federal state or local law which cannot be preempted prohibits any provision of this Warranty C Some States Provinces or other governmental jurisdictions such as cities may have laws that prohibit the operation of a video screen within the sight of the Driver If you have purchased such a product you should use the product only in locations where it is legal to do so and if you do use the product set up the screen only where it may be visible to passengers only
8. LICENSING AGREEMENT DISCLAIMERS AND LIMITED WARRANTY VAIS TECHNOLOGY LTD LICENSE AGREEMENT VAIS TECHNOLOGY SoundLinQ3 SL3i SL3x SI3s iVIC including all its models and modifications for U S A hereinafter referred to as PRODUCT and its related software For Most Toyota Lexus Vehicles 2001 2009 hereinafter collectiv ely referred to as PRODUCTS THIS IS A LEGAL AGREEMENT BETWEEN YOU AS THE END USER AND VAIS TECHNOLOGY LTD VAIS PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEF ORE USING THE VAIS PRODUCTS BY USING THE VAIS PRODUCTS AND SOFTWARE INSTALLED ON THE VAIS PRODUCTS YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT THE AUDIO INTERFACE CONTROLLER AND THE AUDIO VIDEO INTERFACE CONTROLLER ARE ESSENTIALLY THE BRIDGE BETWEEN A VEHICLE ITS EQUIPMENT AND ANY AFTER MARKET EQUI PMENT SUBSEQUENTLY ADDED TO THE VEHICLE BY THE END USER THE EQUIPMENT SOLD TO YOU THE END USER IF PROPERLY INSTALLE D IS ARESETTABLE TECHNOLOGY WHICH WILL UNDER NORMAL CIRCUMSTANCES AU TOMATICALLY DISCONNECT IN THE EVENT OF ANY MALFUNCTION SINCE VAIS DOES NOT INSTALL THIS EQUIPMENT VAIS DISCLAIMS AN Y LIABILITY FOR IMPROPER INSTALLATION OF THE VAIS TECHNOLOGY OR THE AFTER MARKET EQUIPMENT INPUTS FURTHER THE END USER ACKNOWLEDGES THAT THE PRODUCT AND ITS SOFTWARE ARE NOT INHERENTLY DANGEROUS AND DO NOT PROVIDE ANY INHERENT RISKS AND THEREFORE POTENTIAL DAMAGES TO THE END USER OT
9. OSS FOR THE SHIPPING OF THE PRODUCTS TO VAIS PLEASE ALLOW UP TO EIGHT 8 WEEKS FOR VAIS TO CREDIT YOUR ACCOUNT 5 LIMITED WARRANTY VAIS warrants that the PRODUCTS will be free from defects in materials and workmanship for a period of ONE 1 YEAR from the date of purchase VAIS S sole obligation under this warranty is to repair or replace at VAIS S option any PRODUCTS that VAIS shall have determined to be defective Any replacement of parts shall at the option of VAIS and at no additional charge to the end user be new or rebuilt re engineered replacement parts Any replacement of PRODUCTS shall be with new or remanufactured equivalent PRODUCTS The End User is responsible for all shipping costs to VAIS in connection with warranty service VAIS will not be liable for any defects arising out of any modification of the PRODUCTS or misuse neglect improper installation not in accordance with the specifications provided byVAIS or if the product is used in violation of any applicable local state or federal laws It is the End Users responsibility to ascertain the existence and applicability of any local laws to the operation of the PRODUCTS in any location where the PRODUCTS are being used other causes beyond Seller s reasonable control A WHO PERFORMS VAIS TECHNOLOGY S WARRANTY COMPLIANCE VAIS Technology s professional technical depar tment will perform VAIS warranty obligations B WHAT YOU MUST DO To obtain warranty performance you must
10. e influence coercion duress or fraud of any kind J BINDING EFFECT Upon execution this Agreement shall be binding and fully enforceable and shall inure to the benefit of the parties hereto their successors personal representatives and heirs K NOTICES All notices as may be required by this Agreement shall be sent to the respective parties at the addresses set forth below Appropriate registered or certified mailing to the parties may modify the place of notice L ENTIRE AGREEMENT These terms and conditions constitute the entire and exclusive agreement between you the End User and VAIS Technology concerning the Products and your purchase hereund er and supercede all statements or other agreements whether oral or written between you and VAIS Technology No change in this Agreement shall be effective unless agreed to in writing by bot h you the end user and VAIS IF YOU DO NOT AGREE WITH THESE TERMS PLEASE RETURN THE VAIS PRODUCTS INCLUDING THE SOFTWARE AND ANY WRITTEN MATERIALS IN ORIGINAL CONDITION AND IN ORIGINAL PACKAGE INCLUDING SHIPPING BOX AND ALL PACKAGING BELONGINGS USED FOR SECURE SHIPPING WITHIN FIVE 5 BUSINESS DAYS OF RECEIPT OF THE PRODUCTS TO THE PLACE FROM WHICH YOU PURCHASED THEM FOR A FULL REFUND OF THE PURCHASE PRICE OF THE VAIS PRODUCTS VALID FOR SPECIFIC VAIS PRODUCTS ONLY
11. erged with other products You shall not alter or remove any copyright notice or proprietary legend contained in or on the PRODUCTS You may transfer all of your license rights in the Software or the PRODUCT the related documentation and a copy of this License Agreement And Warranty to another party provided that the party reads and agrees to accept the terms and conditions of this License Agreement And Warranty 2 OPERATIONAL WARNING AND SAFETY INSTRUCTIONS IMPORTANT NOTICE YOU SHOULD READ AND FAMILIARIZE YOURSELF THOROUGHLY WITH THE FOLLOWING INFORMATION PRIOR TO INSTALLING AND USING THE SoundLinQ3 SL3i SL3x SL3s iVIC including all its models and modifications and its related software THE PRODUCTS IN ADDITION YOU MUST CAREFULLY READ AND FOLLOW THE INSTALLATION SCHEMATICS INSTRUCTIONS FOR THE PRODUCT AND THE VEHICLE IN WHICH IT IS BEING INSTALLED FAILURE TO FOLLOW INSTALLATION INSTRUCTIONS MAY DAMAGE THE PRODUCT AND THE VEHICLE AND WILL VOID THE PRODUCT WARRANTY AND MAY VOID THE VEHICLE WARRANTY A copy of the installation schematics is included with the Product and can also be found on the VAIS TECHNOLOGY website at www vaistech com FAILURE TO ABIDE BY THESE OPERATIONAL WARNINGS AND SAFETY INSTRUCTIONS COULD RESULT IN SERIOUS BODILY INJURY OR DEATH IN ADDITION FAILURE TO FOLLOW THESE INSTRUCTIONS MAY VOID THE PRODUCT WARRANTY AND COULD BECOME A BASIS FOR LIABILITY ON THE PART OF THE VEHICLE OPERATOR IN
12. period which is subjected to any of the following abuse improper operation negligence accident modification improper connections failure of the end user to follow the operating procedures outlined both herein and in any user s manual attempted repair by non qualified personnel Company or Association operation of the Product outside of the published environmental and electrical parameters or if such Product s original identification trademark serial number markings have been defaced altered or removed VAIS excludes from warranty coverage Products which have not been sold by VAIS or an Authorized VAIS Deale r to the Purchaser VAIS also excludes from warranty coverage Products sold outside of the United States All wires and connectors furnished with or as part of the PRODUCTS is furnished AS IS i e without any warranty of any kind except where expressly provided otherwise in any documentation or license agreement furnished with the PRODUCTS Other Items Not covered Pursuant to this Warranty 1 Damage occurring during shipment of the product to VAIS for repair claims must be presented to the carrier 2 Any cost or expense related to the removal or reinstallation of the product 3 Any Products which have been adjusted altered or modified without VAIS s consent 4 Any Products that has been determined to contain an excessive amount of dust or dirt and any product that contains any other contaminants including liq
13. tside of the United States you agree that you will not export the Software Products nor other technical data received from VAIS except as authorized and as permitted by VAIS and in accordance with the laws and regulations of the United States VAIS and the End User recognize that violation of these provisions will result in damages to VAIS in a substantial amount which is not easily determined If these provision are violated the End User shall be liable to VAIS in the amount of 100 day as liquidated damages and not as a penalty commencing with the first d ay in which the end user violates this provision and ending on the day in which such Products or its parts are recovered by VAIS D FORCE MAJEURE VAIS Technology shall not be liable for any delay or failure in performance caused by or resulting from acts of God fire flood storms earthquakes tornados other acts of nature any accidents riots wars government intervention embargoes strikes labor difficulties equipment failures or any other causes beyond the control of VAIS Technology Quantities are subject to av ailability In the event of shortage VAIS Technology may allocate sales and deliveries in its sole discretion E WAIVER Failure of VAIS Technology to insist upon strict performance of any provisions hereof shall not be deemed a waiver of its right and remedies F _SEVERABILITY In the event that any of the provisions or portions thereof of this Agreement are held to be
14. uid or foreign objects REPAIR OR REPLACEMENT AS PROVIDED IN THIS WARRANTY IS THE PURCHASER S EXCLUSIVE WARRANTY REMEDY IMPLIED WARRANTIES INCLUDING THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE SHALL NOT EXTEND BEYOND THE DURATION OF THE APPLICABLE PARTS WARRANTY PERIOD AND NO PERSON COMPANY OR ASSOCIATION INCLUDING AUTHORIZED DEALERS IS AUTHORIZED TO ASSUME FOR VAIS ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF THE PRODUCT D ALL WARRANTIES EXPRESS OR IMPLIED ARE HEREBY DISCLAIMED BY VAIS AND ANY SUCH WARRANTY IS DEEMED VOID IN THE EVENT THE END USER ATTEMPTS TO MODIFY THE PRODUCT OR PRODUCTS IN ANY WAY In addition some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages so the above limitations or exclusion may not apply to you This warranty gives you specific legal rights and you may have other rights which may vary from state to state THE ABOVE WARRANTY TERMS AND CONDITIONS ARE VALID ONLY IN THE U S A IMPORTANT STEPS TO SAFEGUARD YOUR DATA AND PROPERTY Be sure to remove all third party after market equipment options alterations and attachments not warranted by VAIS Technolog y before sending the Product to VAIS for warranty service VAIS IS NOT LIABLE FOR ANY LOSS OR DAMAGE TO THESE ITEMS 6 OTHER PROVISIONS A INDEMNIFICATION OF VAIS ITS AGENTS AND EMPLOYEES By Purchasing Installing and Using
15. unenforceable or invalid by any court or tribunal of competent jurisdiction the validity and enforceability of the remaining provisions or portions thereof shall not be affected thereby and effect shall be given to the intent manifested by the provisions or portions thereof held to be enforceable and valid G CONSTRUCTION Throughout this Agreement the singular shall include the plural and the plural shall include the singular and masculine shall include the feminine wherever the context so requires H COMPETENCY OF THE PARTIES Each party is legally competent and fully authorized to execute this Agreement OPPORTUNITY TO REVIEW AGREEMENT WITH COUNSEL OF PARTIES OWN CHOOSING You the End User acknowledge that YOU have had every right to consult a licensed attorney and have done so to the extent of your desires prior to entering into this Agreement and a has fully and carefully read and considered this Agreement prior to its execution b has been sent to or has had the opportunity to be fully apprised by his or her attorney of the legal effect and meaning of this document and all of its terms and conditions c has had the opportunity to make whatever investigation or inquiry he she deems necessary or appropriate in connection with the subject matter of this Agreement d has been afforded the opportunity to negotiate as to any and all terms of this Agreement and e is executing this Agreement voluntarily free from any undu
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