LIMITED WARRANTY AND LIMITATION OF LIABILITY:
ii SpotCell® 100 Series
will be warranted for a period equal to the remainder of the original Limited Warranty Period for the original System or for 90 days,
whichever is longer. All replaced parts, components, boards or equipment shall become the property of Spotwave. If Spotwave
determines that any System is not covered by this Limited Warranty, Purchaser must pay the costs for all parts, shipping, and labor charges
for the repair or return of such System.
4. What are the Limits on Spotwave's Liability? EXCEPT FOR THE WARRANTY IN PARAGRAPH 1, THE SYSTEMS AND ANY
ASSOCIATED SERVICES ARE PROVIDED BY SPOTWAVE ON AS 'AS IS' BASIS AND THERE ARE NO OTHER REPRESENTATIONS,
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE
OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED
HEREUNDER OR IN CONNECTION HEREWITH BY SPOTWAVE. SPOTWAVE DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS
OF DURABILITY, MERCHANT ABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR
A PARTICULAR PURPOSE. SPOTWAVE DOES NOT REPRESENT OR WARRANT THAT THE SYSTEMS WILL MEET ANY OR ALL OF
PURCHASERS' PARTICULAR REQUIREMENTS, THAT THE SYSTEMS WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT
ALL ERRORS OR DEFECTS IN THE SYSTEMS CAN BE FOUND TO BE CORRECTED. System performance is dependant upon the
performance and availability of services or technology provided by third parties and Spotwave is not responsible for service continuity and
reliability, reception, or other performance related limitations associated with use of the Systems. NO AGREEMENTS VARYING OR
EXTENDING THE TERMS OF THIS LIMITED WARRANTY WILL BE BINDING ON SPOTWAVE UNLESS IN WRITING AND SIGNED BY AN
AUTHORIZED SIGNING OFFICER OF SPOTWAVE THIS LIMITED WARRANTY SHALL NOT EXTEND TO ANYONE OTHER THAN THE
ORIGINAL PURCHASER OF THE SYSTEM. SPOTWAVE'S MAXIMUM AGGREGATE LIABILITY TO PURCHASER SHALL NOT EXCEED
THE AMOUNTS PAID BY PURCHASER FOR THE SYSTEM GIVING RISE TO THE CLAIM. SPOTWAVE SHALL NOT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, LOSS OF USE, DATA OR PROFITS, DAMAGES TO
PURCHASER'S PROPERTY, OR INJURY TO PURCHASER OR OTHERS ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE
ANY SYSTEM, WHETHER OR NOT SUCH DAMAGE ARISES OUT OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION,
NEGLIGENCE) OR CLAIMS BY A THIRD PARTY, EVEN IF SPOTWAVE HAS BEEN ADVISED OF SUCH DAMAGES OR THEY ARE
FORESEEABLE
5. This Limited Warranty allocates risk between Purchaser and Spotwave, and the Spotwave System pricing reflects this allocation of risk
and the limitations of liability contained in this Limited Warranty. The agents, employees, distributors, dealers or representative of Spotwave
are not authorized to make modifications to this Limited Warranty, or make additional warranties binding on Spotwave. Accordingly,
additional statements such as advertising or presentations, whether oral or written, do not constitute warranties by Spotwave and should
not be relied upon.
OWNERSHIP AND RISK OF LOSS:
6. Who Owns the rights in the System? The System is protected by Canadian, US and international copyright law and other intellectual
property protection laws and treaties. Purchaser acknowledges that Spotwave and its licensors are the owner of all intellectual property,
including, without limitation, patents and copyright,
relating to the System and the trademarks used in association with the System. Purchaser agrees that it will not (and will not attempt to)
modify, prepare derivative works of, reverse engineer, decompile, disassemble, or other attempt to derive the source code of any software
contained within the System.
7. Who bears the Risk of Loss? Risk of loss for the System passes to Purchaser upon the delivery to Purchaser or to a carrier for
shipment, which ever is earlier. Title to the Systems (excluding any software) will pass upon payment in full for the Systems. Title to any
software shall always remain with Spotwave or its licensors. As security for payment, Purchaser grants to Spotwave a purchase money
security interest in the Systems (together with any proceeds, including insurance proceeds) and agrees that a copy of this letter of
agreement or any other appropriate document may be registered as required to perfect the security interest granted. Systems may be
resold by Purchaser in normal course of business, but until paid for in full, Purchaser will not pledge or otherwise encumber the Systems.
Purchaser agrees to immediately report to Spotwave, any seizure or attachment of the Systems by creditors; (ii) any petition in bankruptcy,
insolvency, receivership or similar proceedings filed by, or against Purchaser; or (iii) any arrangement, composition or similar agreement for
the benefit of creditors. Systems held for Purchaser by Spotwave are at Purchaser's sole risk and expense.
OTHER TERMS:
8. What terms govern our relationship? These terms and any software license or warranty documentation accompanying the Systems
constitute the complete and exclusive statement of the terms and conditions between us regarding the Systems and cannot be altered,
amended or modified except in writing executed by Spotwave. This letter of agreement and any disputes arising hereunder shall be
governed by and interpreted in accordance with the laws of the Province of Ontario, Canada. The United Nations Convention on Contracts
for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable is expressly excluded. Any
terms and conditions of any purchase order or other instrument issued by Purchaser which are in addition to or inconsistent with the terms
and conditions of this letter of agreement shall not be binding and shall not apply, even if accepted by Spotwave.
MANUAL DISCLAIMER
Product specifications, pricing, packaging, technical support and information ("Specifications") and all claims, features, representations,
and/or comparisons provided are correct to the best of our knowledge of the date of publication, but may contain errors or omissions and
are subject to change without notice.
INFORMATION IS PROVIDED BY SPOTWAVE WIRELESS INC. ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY,
SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE,
USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS OF THE INFORMATION
PROVIDED IS ASSUMED BY YOU. WE SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR
PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. WE ARE ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD
PARTY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU AND THAT OF OUR DEALERS AND SUPPLIERS SHALL NOT EXCEED
FOURTY DOLLARS. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. All product, font and company
names are trademarks or registered trademarks of their respective owners.
