This Purchase and Non-Disclosure Agreement (Agreement) sets out the terms and conditions associated with the purchase of the Baron Controls LLC ProShift Automatic Gear Shifting Controller (ProShift) and the CUSTOMER.

  1. The CUSTOMER confirms the understanding that the ProShift hardware and software is proprietary and confidential, and remains the property of Baron Controls LLC.
  2. CUSTOMER accepts full responsibility for the configuration parameters utilized within ProShift accessed with the use of the Activation Code.  CUSTOMER agrees not to disclose the Activation Code or configuration parameters to Third Parties.
  3. The ProShift Activation Code will allow CUSTOMER to access and change the configuration parameters supplied by Baron Controls LLC to CUSTOMER in conjunction with the sale of the ProShift Controller into which the configuration parameters are incorporated.
  4. This Agreement grants solely the right to possess and use the ProShift Controller on the terms set forth herein, and does not grant any other rights.
  5. The ProShift Controller delivered to CUSTOMER contains the intellectual property of Baron Controls LLC who is the underlying provider of the software.
  6. CUSTOMER expressly acknowledges maintaining confidentiality of the hardware and software and will not copy or reverse engineer, or, cause to be copied or reverse engineered by Third Parties any of the components or functionality contained within the ProShift Controller.
  7. CUSTOMER shall not copy or reverse engineer, or cause to be copied or reverse-engineered any of the hardware interface between the ProShift Controller and the Gear Shifting System (which CUSTOMER understands to be any of the commercially available shifting systems including but not limited to Shimano, SRAM and Campagnolo).
  8. CUSTOMER shall not copy or reverse engineer, or cause to be copied or reverse-engineered any of the hardware electronic circuit boards, electronic components and electronic circuitry contained in the ProShift Controller.
  9. CUSTOMER shall not copy or reverse engineer, or cause to be copied or reverse-engineered any of the software algorithms contained within the ProShift Controller.  This includes monitoring of data transfer, timing of electronic signals, and extracting of software code from within the ProShift Controller.
  10. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE USE OF THE PROSHIFT CONTROLLER IS ENTIRELY AT THE RISK OF CUSTOMER, AND THAT BARON CONTROLS LLC HAS NO RESPONSIBILITY FOR ANY PROPERTY DAMAGE, BODILY INJURY, OR FINANCIAL LOSS RESULTING FROM THE USE OF THE PROSHIFT CONTROLLER OR FROM INCORRECT CHANGES MADE TO THE CONFIGURATION PARAMETERS.
  11. Baron Controls LLC MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROSHIFT CONTROLLER, ACCESS TO CONFIGURATION OR ITS USE.
  12. CUSTOMER ACKNOWLEDGES THAT THE PROSHIFT CONTROLLER IS PROVIDED “AS-IS” WITHOUT WARRANTY, AND Baron Controls LLC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROSHIFT CONROLLER, AND, EXPRESSLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  13. Baron Control LLC shall not be liable for any damages, loss, costs, claims, liens, encumbrances, liabilities, and expenses, or any repair or replacement, whether the same be pursued in contract, tort, warranty, strict liability or otherwise, caused by CUSTOMER’s modification to the configuration parameters.
  14. This Agreement constitutes the entire understanding between the CUSTOMER and Baron Controls LLC with regard to the subject matter herein. This Letter Agreement is governed by the laws of the State of Texas. This Agreement may not be modified or amended except by a written document signed by both parties.
  15. International or non-United States domiciled disputes arising out of or in connection with this Agreement, including any question regarding its existence or validity, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat of arbitration shall be London England with hearings conducted in the English language.