SENSAPEX UMX FIRMWARE UPDATE TOOL LICENSE TERMS

These license terms govern any use of Sensapex uMx firmware update tool user interface for Sensapex’s products, such as uMp micromanipulation system, uMs microscope products, uMc pressure controllers or any other future products (“Products”), hereinafter referred to as “Sensapex firmware update tool” by a final customer (“Customer”). Sensapex firmware update tool is a software product developed and owned by Sensapex Oy (“Licensor”).
The non-exclusive license granted under these terms entitle Customer to use Sensapex firmware update tool together with any Sensapex Products purchased by the Customer from the Licensor or from any of the Licensor’s distributor. The License is granted for the Customer free of charge and will be valid as long as Customer uses the Sensapex Products.
Customer is entitled to take Sensapex firmware update tool into use only after examining and accepting these license terms. The license terms will be open for Customer’s examination and acceptance at the downloading and will also be available for the Customer at Licensor’s web page at any times. Licensor shall be entitled to revise or supplement the license terms at any time with a written notice to the Customer.
To maintain Sensapex firmware update tool, Licensor may at its discretion make improvements to the software which improvements may be updated for use by Customer free of charge. Possible new features offered by Licensor concerning Sensapex firmware update tool shall always be subject to a separate agreement with Customer.
Any and all intellectual property rights related to Sensapex firmware update tool such as ownership of the copyright in all software and any other rights belong solely to the Licensor. Apart from the user license granted to the Customer, no other rights to any software by the Licensor have been transferred to the Customer.
Licensor will defend at its own expense any action based on a claim that Sensapex firmware update tool used within the scope of the license granted hereunder infringe any copyright of a third party provided, that Licensor is promptly notified in writing of such claim and the Licensor may fully control the defence and/or settlement of such claim, and is provided with all requested assistance, information and authority. Licensor shall have no liability for any claim of copyright infringement related to any enhancement or amendment to Sensapex firmware update tool made by the Customer or a third party.

The foregoing states Licensor’s entire liability for infringement or claims of infringement of copyrights or other intellectual property right relating to Sensapex firmware update tool.
Licensor warrants that the Sensapex firmware update tool provided to the Customer under these terms shall be fit for purpose. The software will not contain any virus, malware, worm or any design that would cause damage to Customer in proper use. The warranty covers only the Sensapex firmware update tool as such and not any changes or amendments made to the software by the Customer or any third party. The foregoing states Licensor’s entire liability for any warranty related to Sensapex firmware update tool.
Licensor shall not be responsible for failure to perform its part related these terms when such failure is directly due to force majeure, for example but not limited to wars, warlike hostilities, civil commotions, riots, strikes, acts of terror, labour troubles, governmental orders, serious problems in telecommunications or material supply or other causes which are beyond the control of Licensor.
LICENSOR SHALL NOT BE LIABLE, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY FOR ANY ECONOMIC LOSSES (INCLUDING LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, DATA, OR ANTICIPATED SAVINGS); OR ANY LOSS OF GOODWILL OR REPUTATION; OR ANY SPECIAL OR INDIRECT OR CONSEQUENTIAL LOSSES, IN ANY CASE, WHETHER OR NOT SUCH LOSSES WERE WITHIN THE CONTEMPLATION OF THE PARTIES AT THE DATE WHEN THE CUSTOMER STARTED TO USE THE SOFTWARE.
The license granted under these terms may be terminated with immediate effect in the event of a material breach of the terms which cannot be remedied, for example:
1. (a) a petition of insolvency is filed against one party,
2. (b) a breach of any material terms relating to immaterial property rights,
Notice of termination shall be given by email or any other format if the parties deem such to be acceptable.
These terms constitute the entire agreement and understanding of the parties and supersede any previous provisions or agreement between the parties relating to the subject matter of these terms.
The licenses granted to customer under these terms shall be subject to Finnish law. Possible disputes arising from the use of Sensapex firmware update tool by Customer and/or disputes related to these license terms shall be settled by arbitration in accordance with the Rules of Expedited Arbitration of the Arbitration Institute of the Finland Chamber of Commerce.
Customer may not transfer any rights under these license terms to a third party without the written consent of the Licensor.