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End-User License Agreement

The firmware, computer programs, device drivers, data or information (“Software”) is provided to each person who downloads, uses or installs the Software (“you” or “your”) under the terms of this Agreement between you and PNY Technologies, Inc (“PNY Technologies,” “we,” or “us”), and may be subject to additional terms and conditions in an Agreement between you and PNY Technologies’ and third party licensors (“Licensors”). The Software is owned by PNY Technologies or its Licensors. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

1. Software License. Subject to the terms and conditions contained herein, PNY Technologies, Inc. grants to you a limited, non-exclusive, non-sublicensable, transferable in accordance with these terms, royalty-free license under PNY Technologies’ intellectual property rights to use the Software in executable form solely for your personal use only with a PNY Technologies product and only on a single computer or other hardware device at any given time (the "License"). The Software is “in use” when it is either downloaded, copied, loaded into RAM or installed into the hard disk or other permanent memory of a computer or other hardware device.
2. Restrictions. PNY Technologies and its Licensors retain all rights in the Software not expressly granted to you. You may not modify or create derivative works (new versions) of the Software. No source code is provided under this Agreement. You may not reverse engineer, disassemble, decompile, rent, lease, or encumber the Software, or re-create the source code of the Software. You may not embed or combine the Software within any other software product or hardware device. The Software contains proprietary and confidential information of PNY Technologies and its Licensors, which you agree not to discover or reveal to others. Any and all permitted copies of the Software that you make or distribute must be unmodified, must contain all of the original Software’s proprietary notices, and must include or be accompanied by this Agreement. You may not separate the Software into component parts for sublicense, distribution or transfer to a third party.
3. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND NEITHER PNY TECHNOLOGIES, INC., ITS SUBSIDIARIES, AFFILIATES NOR ITS LICENSORS MAKE ANY REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, IN LAW OR FROM THE COURSE OF DEALING OR USAGE OF TRADE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, OR NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR EQUIVALENTS, EXCEPT TO THE EXTENT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU, AND NOT PNY TECHNOLOGIES, ITS LICENSORS OR RESELLERS, ASSUME THE ENTIRE COST OF NECESSARY SERVICING, REPAIR, OR CORRECTION.
4. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL PNY TECHNOLOGIES,INC., ITS SUBSIDIARIES, AFFILIATES OR ITS LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, LICENSORS, LICENSEES OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOAD, DISTRIBUTION, USE OR PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE, EVEN IF PNY TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY REMEDY PROVIDED FOR HEREUNDER IN ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PNY TECHNOLOGIES’S OR ITS LICENSORS’ TOTAL LIABILITY TO YOU EXCEED THE AMOUNT YOU PAID TO US FOR THE USE OF THE SOFTWARE.
5. The Software is provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-14 and DFARS 252.227-7013 et seq. Use of the Software by the Government constitutes acknowledgement of PNY Technologies’s proprietary rights therein. Contractor or Manufacturer is PNY Technologies Corporation, 601 McCarthy Boulevard, Milpitas, CA 95035.
6. Transfer. If you sell or otherwise transfer the PNY Technologies product that incorporates the Software as a whole, you may transfer the Software as fully integrated into such product provided that you also supply this Agreement to the purchaser or recipient of the product, at which time all of your rights under this Agreement will immediately cease. Except as stated above, you may not assign or transfer this Agreement in part or in whole, and any attempt to do so shall be void.
7. Termination. We may terminate this Agreement and the license immediately and without notice if you materially breach it. Upon termination of this Agreement, you must delete or destroy all copies of the Software.
8. High Risk Activities. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). PNY TECHNOLOGIES, INC, ITS SUBSIDIARIES, AFFILIATES AND ITS LICENSORS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES AND SHALL NOT BE LIABLE FOR ANY LIABILITIES OR DAMAGES ARISING FROM SUCH USE.
9. General. This Agreement contains the entire understanding between the parties with respect to your use of the Software. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement is governed by and construed under the laws of the State of New Jersey and controlling U.S. federal law without regard to conflicts of laws provisions thereof. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be adjudicated .in the state or federal courts of Morris County, New Jersey, and the parties hereby agree to the exclusive jurisdiction and venue of such courts. The Software and any other materials delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with these laws and acknowledge that you have responsibility to obtain any licenses to export, re-export, or import, as may be required after you receive the Software. Any waivers or amendments of this Agreement shall be effective only if made in writing and signed by an authorized representative of each party. You agree that the Licensors are third party beneficiaries of this Agreement to enforce your performance of the terms and conditions of this Agreement. The provisions of Sections 2, 3, 4, 5, 6, 7, 8 and 9 shall survive the termination or expiration of this Agreement.