PURCHASE OF BOREAS’ DEVELOPMENT KITS IS SUBJECT TO THE FOLLOWING TERMS, THE REVIEW BY THE CUSTOMER OF THE INFORMATION PROVIDED ON BOREAS WEBSITE AND BOREAS’ GENERAL TERMS AND CONDITIONS.
1.1 These Specific Terms for the Development Kit (the “DEV.KIT Terms”) are supplemental to BOREAS’ General Terms and Conditions (the “General Terms and Conditions”) and any terms not defined herein shall have the meaning as set out in the General Terms and Conditions. The DEV.KIT Terms may intentionally further restrict or limit certain provisions found in the General Terms and in the case of any conflict between the DEV.KIT Terms and the General Terms, the DEV.KIT Terms shall prevail.
2. KIT NATURE
2.1 BOREAS Development Kits include components, firmware, and documentation (collectively a “DEV.KIT”).
2.2 A DEV.KIT is a work-in-progress prototype which is intended solely for use in research and development facilities by technically qualified and professional electronics experts of a CUSTOMER who are familiar with the dangers and application risks associated with handling electrical mechanical components, systems, and subsystems (a “User”).
2.3 Although, to the best of BOREAS’s knowledge, the DEV.KITs are fully functional and ready to be used in a research and development setting, DEV.KITs are not finished products. As such, DEV.KITs shall not be directly or indirectly assembled as a part or sub-assembled for any finished product.
3. RIGHT OF USE
3.1 The CUSTOMER shall be granted a non-exclusive, non-transferable, unlimited and royalty-free licence to use the DEV.KIT to evaluate BOREAS products, their specifications, potential applications, and compatibility with CUSTOMER’s own products.
3.2 The CUSTOMER undertakes to immediately notify BOREAS of any use of, or improvements to, the DEV.KIT which could lead to any new patent, copyright, trade secret or other protected intellectual property rights.
3.3 In the event BOREAS receives notification from the CUSTOMER in accordance with section 3.2, BOREAS undertakes to exercise due diligence to protect and preserve the confidence of the information received.
4. RESTRICTIONS AND WARNINGS
4.1 KITS ARE NOT FOR USE IN FUNCTIONAL SAFETY AND/OR SAFETY CRITICAL EVALUATIONS, INCLUDING BUT NOT LIMITED TO EVALUATIONS OF LIFE SUPPORT APPLICATIONS.
4.2 The User must read and apply the documentation and other information made available or provided by BOREAS regarding the DEV.KIT prior to handling or using the DEV.KIT, including without limitation the User Guide. The documentation, including the User Guide, contain important safety information related to the use of the DEV.KIT, including, but not limited to, temperature and voltage information.
4.3 The User shall operate the DEV.KIT within the recommended specifications, environmental considerations and any other requirements stated in the documentation made available or provided by BOREAS. The User shall also employ reasonable and customary safeguards. Exceeding the specified performance ratings and specifications (including but not limited to input and output voltage, current, power, and environmental ranges) for the DEV.KIT may cause personal injury or death, or property damage. If there are questions concerning performance ratings and specifications, the User should contact a BOREAS representative prior to connecting interface electronics, including input power and intended loads. Any loads applied outside of the specified output range may also result in unintended and/or inaccurate operation and/or possible permanent damage to the DEV.KIT and/or interface electronics. If there is uncertainty as to the load specification, please contact a BOREAS representative.
4.4 During normal operation, even with the inputs and outputs being kept within the specified allowable ranges, some circuit components may have elevated case temperatures. These components include but are not limited to linear regulators, switching transistors, pass transistors, current sense resistors, and heat sinks, which can be identified using the information in the associated documentation. When working with the DEV.KIT, please be aware that it may become very warm.
5. LIMITED WARRANTY
5.1 BOREAS warrants that the DEV.KIT will conform to BOREAS' published specifications for ninety (90) days after delivery.
6.1 The CUSTOMER assumes all responsibility and liability to ensure that any interfaces (electronic and/or mechanical) between the DEV.KIT and any physical person are designed with suitable isolation and means to safely limit accessible leakage currents to minimize the risk of electrical shock hazard. The CUSTOMER assumes all responsibility and liability for any improper or unsafe handling or use of the DEV.KIT, whether by the User or its employees, affiliates, contractors or designees.
6.2 It is the CUSTOMER’s responsibility to determine whether the DEV.KIT is subject to any applicable international, federal, state, or local laws and regulations related to User’s handling and use of the DEV.KIT. If applicable, the CUSTOMER assumes all responsibility and liability for compliance in all respects with such laws and regulations. The CUSTOMER assumes all responsibility and liability for the proper disposal and recycling of the DEV.KIT consistent with all applicable international, federal, state, and local requirements.
7. INTELLECTUAL PROPERTY DISCLAIMER AND INDEMNIFICATION
7.1 Due to the complexity of design and manufacturing techniques of electronic components as well as the early stage development of the DEV.KIT and its potential use, BOREAS is not able to warrant that the DEV.KIT does not infringe any third party intellectual property rights. In the event that a third party makes a claim alleging the DEV.KIT infringes their intellectual property, BOREAS may, at its option, defend against the claim or negotiate a compromise. In the event of a successful third party claim against BOREAS, BOREAS shall at its option modify the DEV.KIT or secure a licence with the third party. In the event that a solution is not possible or practicable, whether for economic or technical reasons, the DEV.KIT shall be returned to BOREAS and BOREAS shall reimburse the User of the amount paid for the DEV.KIT. Subject to the limitation of paragraph 9.1 below and provided that (i) BOREAS was promptly notified of any claims of infringement and (ii) the CUSTOMER cooperates with BOREAS in the defence of any claim and/or any related settlement, BOREAS will indemnify the CUSTOMER of a third party claim. Such indemnification shall not apply to any claims of infringement (i) involving any modifications made to the DEV.KIT without the consent of BOREAS; (ii) deriving from the combination or use of the DEV.KIT with any other product or technology; and (iii) deriving from the CUSTOMER’s designs or specifications. CUSTOMER agrees to indemnify BOREAS and hold BOREAS harmless from any damages and costs arising out of or in connection with claims of infringement made against BOREAS pursuant to (i) to (iii) above.
8. CUSTOMER’S INDEMNITY OBLIGATION
8.1 THE CUSTOMER WILL DEFEND, INDEMNIFY AND HOLD BOREAS, ITS REPRESENTATIVES, DIRECTORS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES, COSTS AND LIABILITIES (COLLECTIVELY, "CLAIMS") ARISING OUT OF OR IN CONNECTION WITH ANY HANDLING OR USE OF THE DEV.KIT THAT IS NOT IN ACCORDANCE WITH THESE TERMS. THIS OBLIGATION SHALL APPLY EVEN IF THE DEV.KIT FAILS TO PERFORM AS DESCRIBED OR EXPECTED.
9. SPECIFIC LIMITATIONS ON DAMAGES AND LIABILITY
9.1 IN NO EVENT SHALL BOREAS' AGGREGATE LIABILITY FROM ANY USE OF THE DEV.KIT PROVIDED HEREUNDER, INCLUDING FROM ANY WARRANTY, INDEMITY OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EXCEED THE TOTAL AMOUNT PAID TO BOREAS BY THE CUSTOMER FOR THE PARTICULAR DEV.KIT AT ISSUE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
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