WAIVER OF CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL MINI-CIRCUITS BE
LIABLE FOR ANY CONSEQUENTIAL, EXEMPLAR Y, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, OR
LOST PROFITS, EXPENSES OR LOSSES DIRECTL Y OR INDIRECTLY ARISING OUT OF OR RELATING
TO THE SALE OR USE OF THE Part OR USE OF THE Software FURNISHED BY MINI-CIRCUITS
REGARDLESS OF WHETHER THE LIABILI TY RESULTED FROM ANY GENERAL OR PARTICULAR
REQUIREMENT OR NEED WHICH MINI-CIRCUITS KNEW OR SHOULD HAVE KNOWN OF.
For a full statement of the limited warranty offered by Mini-Circuits and the exclusive rights and remedies
thereunder, together with Mini-Circuit’s limitations of warranties and limitation of liability, please refer to MiniCircuit’s standard purchase order acknowledgment form. If you do not have this form, please contact a MiniCircuits representative and one will be provided promptly. Alternatively, visit Mini-Circuits’ website. To access
go to www.minicircuits.com/MCLSto re/t erms.jsp.
License of Use – Software. In conjunction with Purchaser’s purchase of the Part, Mini-Circuits grants
Purchaser a limited, revocable, non-exclusive, non-transferable license to use the Power Meter software
provided with the Part (the “Software”) only in connection with using the Part in accordance with the provisions
hereof (the “Purpose”) and for no other purpose whatsoever. Accordingly, Purchaser may not: (a) modify,
distribute, publish or transmit the Software for any public or commercial purpose; (b) copy, replicate, or
reproduce the Software in any form, or by any means, without prior written permission from Mini-Circuits; (c)
reverse-engineer, decompile or disassemble the Software; or (d) use the software other than for the Purpose.
Purchaser hereby acknowledges and agrees that the Software, related documentation, source code, object
code, fonts, and any related intellectual property (collectively, the “Software IP”) are the sole and exclusive
property of Mini-Circuits and that Purchaser has no right, title, or interest in any of the Software IP. Purchaser
owns only the media on which the Software IP is recorded, but Mini-Circuits retains sole and exclusive
ownership of the Software IP itself. Accordingly, this is merely a license to use the Software subject to the
provisions hereof and not a transfer of any other interest nor is it a transfer of title.
THE SOFTWARE IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED.
Warning: The Software is provided to Purchaser with the Express understanding that any technical results or
data generated by the Part and/or Software does not constitute any technical or professional advice or opinions
rendered by Mini-Cir cuits, and, accordingly, Mi ni-Circuits assumes no liability in connection with the use of such
technical results or data.
Warning: Mini-Circuits is not responsible for the completeness, accuracy, and reliability of the Software or the
technical results or data derived from the Part or the Software, or the use of such Software or the technical
results or data derived therefrom. Purchaser’s installation of the Software is done so at Purchaser’s sole
discretion and risk and Purchaser is solely responsible for any loss of data or damage to any computer that may
result from the installation of such software by Purchaser. Mini-Circuits does not guarantee or warrant that the
Software is compatible with, or will perform in accordance with, Purchaser’s computers, products, or systems,
and Mini-Circuits hereby waives any and all liability in connection therewith. In addition, Mini-Circuits does not
guarantee or warrant that the Software is free of viruses, time bombs, Trojan horses, worms, and other
damaging computer programming routine s or ha rmfu l com po ne nts .
Miscellaneous
(a) The parties acknowledge and agree that this Terms of Use shall be a contract made in the United States,
State of New York. All questions pertaining to th e v alidity, construction, execution and performa nc e of thi s
Terms of Use shall be construed and governed in accordance with the domestic laws of the State of New York
(including, without limitation, the UCC), without giving effect to principles of (i) comity of nations or (ii) conflicts
of law, and this Terms of Use shall not be governed by the provisions of the U.N. Convention on Contracts for
the International Sale of Goods.
(b)(i) Any controversy or claim arising out of or relating to this Terms of Use, or the breach hereof, shall be
settled by arbitration in accordance with the United States Arbitration Act and administered by the American
Arbitration Association in accordance with its commercial arbitration rules, and judgment on the award rendered
by the arbitrators may be entered in any court having jurisdiction thereof.
The arbitration proceedings shall be conducted before a panel of three (3) neutral arbitrators. The place of the
arbitration shall be in New York, New York. Any award in an arbitration initiated under this Terms of Use shall
be in accordance with New York law, as more particularly specified in subparagraph (a) of this section. The
successful party will be entitled to be awarded all costs, including reasonable attorney’s fees, paid or incurred
by such prevailing party during the course of the arbitration proceedings.