IF YOU DO NOT AGREE TO THIS STATEMENT, YOU SHOULD NOT USE THIS WEBSITE (OUR "SITE"). WE MAY MODIFY THE STATEMENT FROM TIME TO TIME AND POST THOSE MODIFICATIONS HERE. YOUR CONTINUED USE OF THE SITE AFTER ANY SUCH MODIFICATION CONSTITUTES YOUR ACCEPTANCE OF THE MODIFIED STATEMENT.
SYNAPTICS DOES NOT ACCEPT, AND DOES NOT WISH TO RECEIVE, PERSONAL INFORMATION FROM ANY INDIVIDUAL UNDER EIGHTEEN (18) YEARS OF AGE, OR ANY INDIVIDUAL WHO MAY NOT LEGALLY ENTER INTO AGREEMENTS.
Synaptics and its business partners own all content, materials, documents and other items on the Site (collectively, "Materials"). You have no ownership interest in Materials, but Synaptics grants you a limited license to view and use Materials, subject to the other provisions of this Statement. Materials are protected under applicable copyright, trademark, trade secret, and other intellectual property laws in the United States and around the world. You have no other right to view, use, copy, perform, display, or modify Materials except as expressly described herein. Synaptics may modify, add to, or delete any Materials at any time, without notice to, or permission from, you or any third party. This Site may contain other proprietary notices and copyright information, the terms of which you must observe and follow. Synaptics may also make improvements and/or changes in the products or the programs described in the Materials at any time without notice. Synaptics assumes no responsibility regarding the accuracy of the Materials and the use of such Materials is at your own risk.
OWNERSHIP OF MATERIALS
Materials are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Synaptics' prior written permission. Except as expressly provided herein, Synaptics and its business partners do not grant any express or implied right to you under any patents, copyrights, trademarks, trade secret or any other intellectual property or proprietary right.
THE SITE AND THE MATERIALS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SYNAPTICS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SITE AND THE MATERIALS MAY BE INCORRECT, OUT OF DATE, INAPPROPRIATE FOR ANY PARTICULAR TRANSACTION, AND MAY CONTAIN "BUGS", ERRORS, DEFECTS, AND MAY NOT OPERATE ERROR-FREE OR NOT PRODUCE RESULTS AS EXPECTED.
TERMS AND CONDITIONS OF SALE
The following includes the terms of Synaptics Incorporated and its affiliates' ("Synaptics") warranty, the circumstances under which Synaptics will honor claims, procedures for making claims, limitations and exclusions of Synaptics' liability and other terms and conditions which will apply if you (referred to herein as "you" or "Customer") order from Synaptics. By your indication of acceptance or by your acceptance of the delivery of Synaptics' products and/or services, you agree to be bound by and accept these terms and conditions exclusively and in lieu of the terms and conditions in your purchase order or any other document offered or proposed by you. These terms and conditions may be changed by Synaptics without prior notice to you, at any time, at Synaptics' sole discretion; provided that such changes shall only apply to orders received from you after the effective date of the change. Synaptics has the right to modify or discontinue products and services offered at any time. All requests for products or services are subject to approval by Synaptics, and Synaptics reserves the right to restrict or allocate product. If you and Synaptics are parties to a separate agreement signed by you and Synaptics with terms and conditions inconsistent with these, the terms and conditions of that signed agreement, while it is in effect, shall control.
1. The Warranty and Limitation of Liability
Synaptics' products are sold with the following warranty, except that software is provided AS IS and services are provided in a workmanlike manner. Synaptics warrants, to its original customer only, that its products will meet Synaptics' specifications under normal storage and use conditions for a period of one year from the date of shipment. This warranty is made only to Synaptics' Customer, and does not extend to anyone to whom the product is sold or the services provided after it is purchased from Synaptics. If Synaptics' products or services do not conform to the warranty, then Synaptics will, at its option, either repair the product, provide its Customer with a new product that meets specifications, re-perform the services or refund the purchase price of the product or services. These are the exclusive remedies for breach of warranty. These exclusive remedies shall not be deemed to fail of their essential purpose as long as Synaptics is willing to replace the defective product, re-perform the services or refund the purchase price. Notwithstanding the foregoing, Synaptics shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than Synaptics, including improper installation or testing, or for any products that have been altered or modified in any way by an entity other than Synaptics. Synaptics shall not be liable for any defects that result from Customer's design, specifications or instructions. Customer agrees that prior to using or distributing any products that include Synaptics' products, Customer will thoroughly test such systems and the functionality of such Synaptics' products as used in such systems. Synaptics' products are not authorized for use in safety-critical applications (such as life support) where a failure of the Synaptics' product could reasonably be expected to cause severe personal injury or death. Customer shall fully indemnify Synaptics against any damages arising out of the unauthorized use of Synaptics' products in such safety-critical applications. Customer represents that it has all necessary expertise in the safety and regulatory ramifications of its applications, and Customer acknowledges and agrees that it is solely responsible for compliance with all legal, regulatory and safety-related requirements concerning its products and any use of Synaptics' products. The prices charged for Synaptics' products and services are based upon the exclusive limited warranty stated above and the following.
(A) NOTWITHSTANDING ANYTHING TO THE CONTRARY, SYNAPTICS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH ITS PRODUCTS OR SERVICES; (B) SYNAPTICS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (C) SYNAPTICS SPECIFICALLY DISCLAIMS LIABILITY TO ITS CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY AGREEMENT WITH CUSTOMER OR THE SALE, PERFORMANCE, DELIVERY OR FAILURE TO DELIVER THE PRODUCTS OR SERVICES, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE AND (D) SYNAPTICS' LIABILITY ARISING OUT OF ITS AGREEMENT WITH CUSTOMER OR SUPPLYING, OR FAILING TO SUPPLY, THE PRODUCTS OR SERVICES, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES GIVING RISE TO SUCH LIABILITY.
2. Claims Procedure
Any claim for shortages must be made by Customer within 10 days after the date of delivery to the Customer. All other claims must be submitted within 60 days after the date of delivery, or in the case of breach of warranty, within 60 days after the date within the warranty period on which the defect is or should have been discovered. Failure to provide that notice prevents Synaptics from making a prompt investigation, and unfairly hampers Synaptics in its assessment of the circumstances. Therefore, Customer acknowledges that the failure to provide a timely notice will bar any claim. Any action for breach of any of Synaptics' obligations must be commenced within 12 months from the date of the tender of delivery by Synaptics, or, in the case of a claim based upon breach of warranty, within 12 months from the date within the warranty period on which the defect is or should have been discovered by Customer, whichever is earlier. If a Customer discovers a problem with a Synaptics' product while it is being incorporated into another product, Customer should stop the use of such product and notify Synaptics immediately. Customers who fail to stop and notify Synaptics or resume incorporation against Synaptics' advice do so at their own risk.
Synaptics will not accept any products for return without Synaptics' prior written consent.
Customer shall pay the prices set by Synaptics. Price quotes are firm for a period not to exceed ten (10) days unless otherwise indicated by Synaptics. Payment for the Synaptics' products and services is due as provided in the invoices. Failure to pay within that time will result in a carrying charge at a rate of 1.5% per month. In any action to recover the price, the prevailing party shall be entitled to be reimbursed for its costs, including its reasonable attorneys' fees. Customer shall pay all applicable taxes, transportation charges, insurance premiums, and custom packaging charges. Synaptics may delay or cancel delivery of products and services if Synaptics doubts Customer's ability to pay.
5. Delivery, Freight, Risk of Loss
Scheduled, requested, required or other delivery dates designated on Customer or Synaptics' documents are only good faith estimates and Synaptics shall not be liable for any failure to deliver by such dates. Prices are and delivery is made F.O.B. shipping point. Title to products, other than products that are licensed rather than sold, and risk of loss will pass upon delivery to the carrier. Synaptics may deliver products in installments.
6. Customer's Right to Cancel and Cancellation Fee
In the event Customer cancels all or any part of a purchase order to Synaptics, Customer shall pay to Synaptics within thirty days of such cancellation, as liquidated damages and not as a penalty, the total of (a) the price of any products manufactured to fulfill the purchase order before the date Synaptics' received the notice of cancellation ("Cancellation Date") plus (b) 50% of the price of any products scheduled by Synaptics to be delivered to fulfill the purchase order within 10 business days after the Cancellation Date that Synaptics has not manufactured on the Cancellation Date plus (c) 30% of the price of any products scheduled by Synaptics to be delivered to fulfill the purchase order more than 10 business days after the Cancellation Date that Synaptics has not manufactured on the Cancellation Date. Customer may change a delivery date fixed in an order to a new delivery date within thirty days after the original delivery date one time by delivering to Synaptics written notice of the new delivery date more than fourteen days before the original delivery date. Customer may change a delivery date fixed in an order to a new delivery date that is more than thirty but less than sixty-one days after the original delivery date by delivering to Synaptics written notice of the new delivery date more than thirty days before the original delivery date. Notwithstanding the foregoing, a new delivery date may not be scheduled after the 22nd of any month that is the final month of calendar quarter during which the original delivery date was scheduled.
7. Synaptics' Specifications, Technical Data
Synaptics retains title to any specifications, drawings, plans, notes, instructions, engineering notices, or technical data furnished to its Customer and Synaptics' intellectual property embodied therein, regardless of whether Customer incurred an additional charge for such information. Such information and other confidential or proprietary information of Synaptics, which is not generally known to the public, ( "Confidential Information") shall not be used by Customer except with the written consent of Synaptics and shall not be disclosed by Customer. Upon Synaptics' request, Confidential Information shall be promptly returned to Synaptics. Customer agrees that it shall not reverse compile, disassemble or otherwise reverse engineer Synaptics' products. Customer understands and agrees that all information provided by Customer shall be non-confidential. Nothing in this transaction or in these terms and conditions conveys any license, expressly or by implication or estoppel, under any patents, copyrights, trademarks, trade secrets or other intellectual property rights to Customer unless the parties enter into a separate written license agreement which states the terms of such license.
Any order for Synaptics' products, which are to be exported, is subject to Synaptics' ability to obtain export licenses and other necessary papers within a reasonable period. Customer must furnish all Consular and Customs declarations and will accept and bear responsibility for penalties resulting from errors or omissions thereon. Customers must not re-export Synaptics' products or goods or items which incorporate them if the re-export would violate United States or other applicable export laws.
Synaptics is not liable for any default or delay in performance if caused, directly or indirectly, by acts of God, force of arms, fire, the elements, riots, labor disputes, picketing or other labor controversies, sabotage, civil commotion, accidents, any governmental action, prohibition or regulation, delay in transportation facilities, shortage or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the products or the provision of the services, failure of any party to perform any contract with Synaptics relative to the production of the products or providing the services or any cause whatsoever beyond Synaptics' control, whether or not such cause be similar or dissimilar to those enumerated.
10. Law and Jurisdiction
California state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The State and Federal courts located in Santa Clara County, California shall have sole jurisdiction over, and shall be the sole forum for resolving, any disputes arising involving Synaptics, and any claimant against Synaptics hereby submits to the personal jurisdiction of such courts.
11. Entire Agreement
These terms and conditions and the terms of Synaptics' order acknowledgment, if any, embody the entire agreement related to the sale of Synaptics' products and services and supersede any and all prior oral or written agreements with respect to such products and services except for any written agreement signed by Customer and Synaptics which are in effect at the time that the products are delivered or the services provided and which apply to such transaction. The willingness of Synaptics to sell its products or provide its services is expressly made conditional on the Customer's assent to these terms. Any amendment or modification of these terms initiated by Customer must be in writing and signed by Synaptics or posted by Synaptics on its web site.
GENERAL PURCHASE TERMS AND CONDITIONS
1. DEFINITIONS Agreement means a paper or electronic agreement between Seller and Synaptics Incorporated ("Purchaser") duly executed by authorized representatives of both parties to sell and to buy goods or services pursuant to which the Purchase Order is issued. Seller means the party identified as the Seller in the Agreement or the Purchase Order. Purchase Order means the paper or electronic document or oral instructions issued by the Purchaser stating the quantities of goods or services Purchaser wants to purchase. Contract means the Agreement, if any, Purchase Order, all paper or electronic documents incorporated by reference under the Agreement and the Purchase Order, these terms and conditions themselves and any confidentiality or secrecy agreement executed by Purchaser and Seller, and all exhibits and amendments to all such documents. Items mean any goods, leasehold or services to be provided or performed by Seller under the Contract. Price means the amount to be paid by Purchaser to Seller under the Contract for the Items.
2. ACCEPTANCE Seller's acceptance of any Purchase Order shall be expressly limited to the terms of the Contract, and Purchaser objects to any contrary term contained in any quotation, order, acknowledgment, invoice or other document originating with Seller. By shipping goods or performing services after receipt of a Purchase Order, Seller shall be bound by these terms and conditions and all other provisions of the Contract.
3. PRICE The Price shall be that stated in the Purchase Order unless such price exceeds the Price stated in the Agreement, if any, or the lowest price at which Seller is selling Items or similar items to its other customers as of the date of delivery to Purchaser, in which case the lower price shall control. If prior to delivery of the Items, Purchaser is able to purchase a portion or all of the Items, or similar items of like quality, at a price that is less than the Price, Purchaser shall notify Seller. Should Seller fail to meet such lower price, Purchaser may, at its option, purchase from the other source at the lower price, in which event Purchaser and Seller shall be released of their obligations under the Contract in respect of that portion of the Items or similar items purchased from the other source.
4. DRAWINGS AND SPECIFICATIONS Any specifications, drawings, notes, instructions, engineering information, or technical data furnished by either Purchaser or Seller to the other, or referred to in the Contract, shall be incorporated herein by reference. Seller shall be fully and solely responsible for obtaining product data adequate to design, manufacture, fabricate, construct and deliver the Items in compliance with all requirements of the Contract. Purchaser shall retain title to all such documents that it provides or causes to be given to Seller, and Seller shall not use any of such documents or the information contained therein for any purpose other than in performance of the Contract. Seller shall not disclose such documents or information to anyone other than Purchaser or someone authorized by Purchaser. Upon Purchaser's request, Seller shall promptly return to Purchaser all such documents and copies thereof.
5. DELIVERY The Seller shall deliver the Items to Purchaser on the date(s) indicated in the Purchase Order. If Seller anticipates that it will not deliver the Items on the date(s) indicated, Seller shall immediately notify Purchaser by the fastest available means of the anticipated failure and the anticipated actual delivery date. If Seller fails to make delivery of any part of the Items on the date(s) indicated in the Purchase Order, the Purchaser may terminate the Contract and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by Purchaser in the Purchase Order, and title and risk of loss shall remain with Seller until the Items, in a completed state, are received by Purchaser. Seller will mail Bills of Lading and Shipping Notices directly to the FOB destination on the day of shipment. Bills of Lading shall indicate the relevant purchase order number. Purchaser may require adherence to its routing instructions. If Items are to be transported in the United States, Seller, or the carrier it uses to deliver Items, whichever is applicable, shall maintain a "satisfactory" safety rating from the U.S. Department of Transportation and shall provide Purchaser with written proof of such rating on request if the carrier is a motor carrier. Seller, or the carrier it uses to deliver Items, whichever is applicable, shall maintain comprehensive general liability, bodily injury and property damage insurance in not less than the amount required by Section 14, unless a larger amount is required by any law, in which event such larger amount shall be maintained.
6. WARRANTY Seller warrants that for a period of four years after the delivery of or performance of the Items to or for Purchaser, the Items will (a) be of merchantable quality; (b) be fit for the Purchaser's particular purposes; (c) be of high quality and be free from defects in material and workmanship; (d) comply with the most stringent of Purchaser's or Seller's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry standards. All Items shall be sold by Seller to Purchaser free and clear of any liens and encumbrances. Seller's warranties and guarantees shall survive inspection, delivery and acceptance of the Items and/or payment by Purchaser. If the Items do not conform to any of these warranties, then, at Purchaser's option, Seller shall repair or replace the defective Items, F.O.B. Purchaser's designated site at Seller's expense, or in the case of services, re-perform the services at Seller's expense. In the event that, in the reasonable opinion of Purchaser, Seller cannot repair or replace the Items, or re-perform the services, within a reasonable time, then Purchaser may take all steps necessary to have the breach of warranty cured and/or may terminate the Purchase Order and/or the Contract. In any event, Seller shall be responsible for all expenses and damages that Purchaser incurs because of the breach of warranty. The foregoing warranties and obligations shall also apply to the Items supplied by Seller in such repair, replacement or re-performance. Disclaimers of express or implied warranties and limitations of liability in any Seller document will be of no effect unless specifically agreed to in writing by Purchaser, and even then shall not apply in the event of bad faith by the Seller in the performance of the Contract.
7. CHANGES Purchaser shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or drawings that are a part of the Contract, method of shipment or packing and/or the time and/or place of delivery. Purchaser shall give Seller notice of any such change which notice may include any increase or decrease in the cost of or the time required for performance of the Contract determined by Purchaser to be appropriate. If Seller does not agree with such adjustments, or if the notice does not contain any such adjustments, Seller shall still be obligated to proceed immediately with all of the changes directed by Purchaser without waiting to reach an agreement on any such adjustments. Any claims by Seller for adjustments after its receipt of Purchaser's change order must be asserted in writing to Purchaser not more than ten (10) days after such receipt by Seller or such claim shall be null and void.
8. PAYMENTS AND INVOICES The specific terms of payment for all Items are stated in the Purchase Order or Agreement. Unless otherwise specified there or in a separate written instrument signed by Purchaser, no invoice shall be issued by the Seller prior to the shipment or performance of the Items covered thereby, and no payment shall be made prior to receipt of such Items and of a proper invoice for such Items. Seller shall indicate the appropriate Purchaser purchase order number on the invoice. All claims for money due or to become due from Purchaser shall be subject to set-off by Purchaser by reason of any counterclaim arising out of this Contract or any other transaction with Seller.
9. INSPECTION Purchaser may inspect any Items ordered hereunder during their manufacture, construction or preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any time be rejected for defects revealed by inspection or analysis even though such Items may have previously been inspected and accepted. Such rejected Items may, at Purchaser's option, be returned to Seller for full refund to Purchaser, including removal, shipping and transportation charges.
10. PATENTS The Seller shall indemnify and hold harmless the Purchaser, its customers, contractors and agents from any and all claims for infringement of any patent, copyright or trademark by reason of the design, manufacture, purchase, use or sale of the Items and shall indemnify the Purchaser for all costs, expenses, judgments, liability and damages, including attorneys' fees, which the Purchaser may incur or have rendered against it by reason of any alleged infringement. Purchaser reserves the right to be represented in any infringement proceeding. In the event an injunction is obtained against use of the Items, Seller shall do any of the following requested by Purchaser: (a) procure for Purchaser the right to continue using the Items; (b) replace the Items with equivalent or better non-infringing Items; (c) modify the Items, so that they become non-infringing, provided that the modified Items perform in an equivalent or better manner.
11. COMPLIANCE WITH LAWS AND REGULATIONS Seller warrants that neither any of the Items provided to Purchaser nor their manufacture, fabrication, construction, transportation or use shall violate or cause Purchaser to be in violation of any law, code, ordinance, regulation, standard, rule, requirement or order. In the event of any conflict between the provisions of any laws, codes, ordinances, regulations, standards, rules, requirements or orders, the more or most stringent provisions shall apply. Without limiting the foregoing, Seller certifies and guarantees that all Items: (a) will conform with all applicable consumer product safety standards under the U.S. Consumer Product Safety Act; (b) will not be a misbranded or banned hazardous substance within the meaning of the U.S. Federal Hazardous Substances Act; and (c) will not, under normal use, be in violation of, or cause Purchaser to be in violation of the U.S. Occupational Safety and Health Act of 1970, and standards, rules and regulations thereunder, the U.S. Resource Conservation and Recovery Act, the U.S. Clean Air Act, the U.S. Clean Water Act, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, the U.S. Toxic Substances Control Act, the U.S. Hazardous Materials Transportation Act or of any other laws, standards, rules, regulations, requirements or orders relating to the environment. In addition, without limiting the foregoing, all work at Purchaser's job site shall be performed in accordance with the Purchaser's safety and other standards. Seller shall promptly take, at its expense, all action necessary to make all Items comply with the applicable laws, codes, ordinances, regulations, rules, standards, requirements or orders after Seller receives a notice that some violation exists with respect to the Items. If Seller fails to promptly take such action, Purchaser may take all such action at Seller's expense. Seller shall also be liable for the payment of any penalties and/or fines imposed as a result of the failure of any Item provided by or for Seller hereunder to comply with all of the above requirements.
12. LIENS Seller hereby waives its rights to any mechanics lien or other lien under any applicable statutes or otherwise for all Items furnished in connection with the Contract. Prior to Seller's receipt of each payment under the Contract, Seller shall deliver to Purchaser all affidavits, lien releases, materialmen's certificates and other documents necessary fully to protect Purchaser under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or claim for work done or materials, services or equipment furnished by Seller or any other party in connection with the Contract, the Purchaser may use money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to become due to the Seller.
13. INDEMNITY Seller shall indemnify and hold Purchaser, its agents and employees harmless from and against all expenses, costs, charges, damages, claims, suits, losses, fines, penalties or liabilities (including attorneys fees) of every kind whatsoever arising out of, or in any way connected with the Items, excluding only such that are caused by the sole negligence of Purchaser, but not excluding situations where the Purchaser's negligence consists of failure to discover a condition caused or permitted to exist by the Seller or any of its suppliers or subcontractors. This indemnification shall be in addition to the warranty obligations of the Seller. Seller, in any indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Workers Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Seller makes a claim against any indemnitee herein, and Seller consents to a cause of action for indemnity.
14. INSURANCE Seller shall take out and maintain with a carrier or carriers having a Best rating of not less than B+ at least the following minimum insurance at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Seller's obligations under the Contract: (a) Commercial General Liability (Bodily Injury, including premises, contractual, products liability or completed operations coverage) $2,000,000 in the aggregate; $2,000,000 each occurrence in the aggregate with a single excess umbrella coverage of not less than $5,000,000 for combined bodily injury and property damage; and (b) Commercial General Liability (Property Damage, including premises, contractual, products liability or completed operations coverage with the explosion, collapse and underground damage exclusions deleted.) $2,000,000 each occurrence; $2,000,000 in the aggregate. The completed operations coverage or the products liability coverage described above under the commercial general liability insurance shall be kept in effect for the longer of two years from the date of Purchaser's initial commercial use of the Items or the period stated in the first sentence of this Section. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Purchaser. Seller shall include Purchaser as an additional insured on all liability insurance. Seller also waives, for itself and its insurers, all rights of recovery against Purchaser and its employees which Seller or its insurers may have for any loss related to the Items that is insured against herein. On Purchaser's request, Seller shall provide certificates of insurance and renewals evidencing such insurance coverage.
15. TERMINATION, SUSPENSION OR DELAY Purchaser shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by prior written notice to Seller. The Seller shall, if directed by the Purchaser and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to preserve the work in progress and to protect the Items whether still at Seller's manufacturing facilities or in transit to Purchaser's facilities. In the case of termination of the Contract, Seller shall transfer to Purchaser, in accordance with Purchaser's directions, and whether located on the job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Seller for use in relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all work in process and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Seller with respect to such Items. If Seller is not then in default in the performance of any of its obligations hereunder, and if Seller has taken reasonable steps to mitigate its damages resulting from such termination, Purchaser shall pay to Seller, as Seller's sole and exclusive remedy for termination under this Section, to the extent not already paid to Seller, an amount equal to reasonable and documented costs incurred by Seller in the production of the work in process prior to Sellers' receipt of notice of termination, provided, however, that such costs plus prior payments to Seller shall in no event exceed the Price. Before Purchaser resumes performance under the Contract following a suspension or delay, Seller and Purchaser shall negotiate in good faith on the adjustments, if any, which may be required in payments to Seller or in the Price to avoid inequities either to Seller or Purchaser.
16. DEFAULT If the Seller: (a) becomes insolvent; (b) has a petition under any chapter of the bankruptcy laws filed by or against it; (c) makes a general assignment for the benefit of its creditors; (d) has a receiver requested for or appointed for it; (e) fails to use properly skilled personnel in its performance under the Contract; (f) should fail to make prompt payment to any subcontractors it may have or for any material, labor, transportation, supplies, fuel, use of equipment or any other expense it incurs under the Contract; or (g) fails to comply with any of its obligations under the Contract then Purchaser may, in addition to its rights under Section 7 above, at its option either cure the default at Seller's expense or terminate the Contract. Immediately after such termination, Purchaser may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all drawings and other information necessary to enable Purchaser to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Seller any amount then due under the Contract after taking full credit for any offsets to which Purchaser may be entitled; (iii) contract with or employ any other party or parties to finish the Items; and (iv) collect from the Seller any additional expense, losses or damage which Purchaser may suffer.
17. PURCHASER'S RIGHTS AND REMEDIES Any rights or remedies granted to Purchaser in any part of the Contract shall not be exclusive of, but shall be in addition to, any other rights or remedies granted in any other part of the Contract and to any other rights or remedies that Purchaser may have at law or in equity.
18. INDEPENDENT CONTRACTOR Seller is acting as an independent contractor, and the manner and means of conducting the work and all individuals who will be performing the work which is a part of the Items will be under Seller's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Purchaser's representatives. Seller shall be solely responsible to Purchaser for the acts and omissions of all such individuals. Under no circumstances shall any of such individuals be or be deemed to be employees of Purchaser. Seller shall pay, and shall assure that its suppliers and/or all other parties under its control or supervision who will have any personnel performing services at Purchaser's site pay, as required by applicable laws, all payroll taxes, contributions and payments for unemployment insurance, Worker's Compensation insurance, Social Security contributions and other amounts required to be paid on behalf of employees and Seller shall hold the Purchaser harmless from any such assessments.
19. CONFIDENTIAL TREATMENT Seller shall not disclose in any advertisement or promotional material or in any other manner, without the prior written consent of Purchaser in each instance, that Purchaser has purchased or contracted to purchase the Items.
20. ASSIGNMENT Seller may not assign the Contract or any right thereunder without the prior written consent of Purchaser.
21. WAIVER The failure of either party hereto to require strict compliance with or complete performance of any obligation of the other party hereto by such other party shall not be construed as a waiver of any subsequent breach by such other party.
22. ENTIRE AGREEMENT The Contract sets forth the entire agreement between Seller and Purchaser on the subjects covered herein, and, except as otherwise provided above in Section 7, no terms, conditions, understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and signed by Seller and Purchaser. In the event of any conflict between any provision of these Terms and Conditions and any other provisions of the Contract, these Terms and Conditions shall prevail or control unless the conflicting provision in such other document is issued or signed by Purchaser. No course of prior dealings between the parties or any trade usage shall be relevant to supplement or explain any term used herein.
23. SEVERABILITY In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the Contract.
24. GOVERNING LAW The Contract and all the performance thereunder shall be governed by and construed in accordance with the laws of the State of California. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
SYNAPTICS LICENSE AGREEMENT WITH ODMS AND OEMS
These license terms are an agreement between Synaptics Incorporated and its affiliates (“Synaptics”) and you. Please read them. They apply to any software and related documentation provided by Synaptics to OEMs and ODMS, whether accessed from a Synaptics’ website, electronic media or paper documents (“Software”).
By accessing, using or installing the Software, you accept these terms. If you do not accept them, do not access, use or install the Software. Instead, remove the software from your computer or other device and return it to Synaptics.
1. SCOPE OF LICENSE. The Software is licensed, not sold. This agreement only gives you a non-exclusive, non-transferable license to use or install the Software for the sole purpose of developing, manufacturing and/or distributing products that incorporate application specific integrated circuit devices “ASICs” and/or interface solutions supplied to you by Synaptics (“Purpose”). This License extends only to use or installation of the Software for use with ASICs, firmware, development kits or hardware supplied by Synaptics. Synaptics reserves all other rights to the Software and any improvements, updates, upgrades and revisions. You must comply with any technical restrictions or limitations in the Software that only allow you to use or install it in certain ways. Synaptics may terminate this License at any time you do not comply with its provisions and seek remedies available at law or equity. Upon such termination, you shall immediately cease using the Software and return to Synaptics or destroy all copies of it in your possession. Synaptics has no obligation under this License to provide technical support.
You may not:
- Work around or gain access to any restricted or inactivated features or other technical limitations in the Software;
- Reverse-engineer, decompile, or disassemble the Software, except and only to the extent that applicable law expressly permits;
- Make more copies of the Software than specified in this agreement or allowed by applicable law;
- Publish the Software for others to copy;
- Rent, lease, transfer or lend the Software;
- Use the Software for commercial software hosting services; or
- Use the Software with ASICs, firmware, development kits or hardware other than that supplied by Synaptics.
2. COPIES. You may make copies of the Software only as required for the Purpose. The Software is confidential information subject to the terms of Synaptics’ standard Non-Disclosure Agreement and you shall not disclose it to any employee or third party except in accordance with that Agreement.
3. INTERNET-BASED SOFTWARE UPDATES. Synaptics may provide updates to the Software from time to time. It may change or cancel them at any time. You may not use your access to any Synaptics web site or file transfer protocol (FTP) site or other site in any way that could damage or impair anyone else’s use or access to the updates. You may not use your access to Synaptics’ web, FTP or other site to try to gain unauthorized access to any service, data, account or network by any means.
4. TRANSFER TO ANOTHER DEVICE. You may uninstall the Software and install it on another device for your use. You may not do so to share this License between devices.
5. EXPORT RESTRICTIONS. The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use.
6. ENTIRE AGREEMENT. This License (including the warranty below), and the terms for supplements, updates, Internet-based services and support services that you use, and the non disclosure agreement and the sales terms and conditions are the entire agreement for the Software and support services.
7. APPLICABLE LAW. California state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The State and Federal courts located in Santa Clara County, California shall have sole jurisdiction over, and shall be the sole forum for resolving, any disputes arising involving Synaptics, and any claimant against Synaptics hereby submits to the personal jurisdiction of such courts.
8. LIMITATION ON AND EXCLUSION OF DAMAGES. You cannot recover any other damages arising from this agreement or the use of the Software in excess of the amounts you have paid hereunder for defective Software, and Synaptics will not be liable for consequential damages, lost profits, special, indirect or incidental damages.
This limitation applies to, without limitation:
- Anything related to the Software or its content (including code), and
- Claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law
It also applies even if:
- Repair, replacement or a refund for the Software does not fully compensate you for any losses, or
- Synaptics knew or should have known about the possibility of the damages.
9. LIMITED WARRANTY AND LIMITATION OF LIABILITY. Synaptics will replace the Software at no charge if Synaptics determines it to be defective. If Synaptics cannot replace it, Synaptics will refund the amount you paid for the Software. You must uninstall the Software and return any media and other associated materials to Synaptics with proof of purchase to obtain a refund. These are your only remedies for breach of the limited warranty. Synaptics makes no other warranties, guarantees or conditions, express or implied. Synaptics excludes implied warranties of merchantability, fitness for a particular purpose and non-infringement. SYNAPTICS' LIABILITY ARISING OUT OF ITS AGREEMENT WITH YOU OR SUPPLYING, OR FAILING TO SUPPLY, THE SOFTWARE, SHALL NOT EXCEED THE PRICE PAID BY YOU FOR THE SOFTWARE GIVING RISE TO SUCH LIABILITY
LINKS TO OTHER MATERIALS
Any linked sites accessible from the Site are not under the control of Synaptics and Synaptics is not responsible for the content of any such linked site or any link contained in any linked site. Synaptics reserves the right to terminate any link or linking program at any time. Synaptics does not endorse companies or products to which it links. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk.
Synaptics does not want to receive confidential or proprietary information from you. ANY INFORMATION SENT TO SYNAPTICS WILL BE DEEMED NOT TO BE CONFIDENTIAL. BY SENDING SYNAPTICS ANY INFORMATION, YOU GRANT SYNAPTICS AN UNRESTRICTED, FULLY-PAID, IRREVOCABLE LICENSE TO USE, REPRODUCE, DISPLAY, DISCLOSE, PERFORM, MODIFY, TRANSMIT AND DISTRIBUTE THAT INFORMATION, AND USE ANY IDEAS, CONCEPTS, KNOW-HOW OR TECHNIQUES THAT YOU SEND SYNAPTICS FOR ANY PURPOSE.
CONTACTING THE SITE
If you have any questions about the practices of this Site, or your dealings with Synaptics, you should send an email to: firstname.lastname@example.org
TRADEMARK AND COPYRIGHT NOTICE
SYNAPTICS, the Synaptics logo, and the Synaptics products referred to on the Site are either the common law trademarks or registered trademarks of Synaptics. All other trademarks are the property of their respective owners. All rights not expressly granted herein are reserved.
This Statement constitutes the entire and only agreement between Synaptics and you regarding the Site, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the Materials provided by or through the Site, and the subject matter of this Statement. Any action related to this Statement shall be governed by the substantive laws of the State of California, without regard to conflicts of laws principles. The State and Federal courts located in Santa Clara County, California, shall have sole jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts and to extra-territorial service of process. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Statement. Neither this Statement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole in part, by you without the prior, written consent of Synaptics. Any purported assignment without such permission shall be void. Synaptics may assign this Statement, in whole or in part, without notice to you or any third party. Any waiver of any rights of either party must be in writing, signed by the waiving party, and any such waiver shall not operate as a waiver of any future breach of this Statement. In the event any portion of this Statement is found to be illegal or unenforceable, such portion shall be severed, and the remaining terms shall be separately enforced. The language in this Statement shall be interpreted as to its fair meaning and not strictly for or against either party.
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