SENSITEL END USER LICENSE AGREEMENT
Revision Feb 18th, 2011
Notice to Users:
Please read this notice carefully. By using Sensitel Software, you agree to the
terms of Sensitel End User License Agreement.
"License" means this end user license to use the Software Products and related Documentation
granted to you under the terms and conditions of this Agreement.
"License Certificate" means the associated certificate listing name and version of the Software
Products being licensed, intended and allowed application and listing permitted number of users
and servers; and that has been granted to you upto your purchase of Sensitel Software.
This is a Software License Agreement ("this Agreement"), made as of date of receipt of license
certificate, between Sensitel Inc., a Delaware corporation with offices at 975 Corporate Way,
Fremont, CA ("Sensitel"); and Customer who has purchased license to use certain software
directly from Sensitel and has been provided a valid License Certificate("Customer").
Multiple-Users License Grant: Sensitel, Inc. ("Sensitel") and its suppliers grant to Customer
("Customer") a fully-paid, perpetual, royalty-free, nonexclusive and nontransferable license to
use the Sensitel software ("Software") in object code form: (i) installed in a single location on a
server or other number of servers as listed in the license certificate (ii) For which Customer has
paid a license fee (" For Permitted Number of Installations") and received a license certificate; or
(iii) provided the Software is configured for network use ( hosted) or installed on a single file
server for use on a single local area network for either (but not both) of the following purposes:
(a) permanent installation onto a hard disk or other storage device of up to the Permitted Number
of Servers; or (b) use of the Software over such network, provided the number of computers
connecting to the server does not exceed the Permitted Number of Users on the Certificate.
Customer may only use the programs contained in the Software (i) for which Customer has paid
a license fee (or in the case of an evaluation copy, those programs Customer is authorized to
evaluate) and (ii) for which Customer has received a License Certficate ("certificate"). Customer
grants to Sensitel or its independent accountants the right to examine its books, records and
accounts during Customer's normal business hours to verify compliance with the above
provisions. In the event such audit discloses that the Permitted Number of Computers or
Permitted uses is exceeded, Customer shall promptly pay to Sensitel the appropriate licensee fee
for the additional installations or users. At Sensitel's option, Sensitel may terminate this license
for failure to pay the required license fee.
Customer may make one (1) archival copy of the Software provided Customer affixes to such
copy all copyright, confidentiality, and proprietary notices that appear on the original.
EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN
WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE;
REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE
SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE
WORKS OF THE SOFTWARE.
Customer agrees that aspects of the licensed materials, including the specific design and structure
of individual programs, constitute trade secrets and/or copyrighted material of Sensitel.
Customer agrees not to disclose, provide, or otherwise make available such trade secrets or
copyrighted material in any form to any third party without the prior written consent of Sensitel.
Customer agrees to implement reasonable security measures to protect such trade secrets and
copyrighted material. Title to Software and documentation shall remain solely with Sensitel.
LIMITED WARRANTY. Sensitel warrants that for a period of thirty (30) days from the date of
shipment from Sensitel: (i) the media on which the Software is furnished will be free of defects
in materials and workmanship under normal use; and (ii) the Software substantially conforms to
its published specifications. Except for the foregoing, the Software is provided AS IS. This
limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy
and the entire liability of Sensitel and its suppliers under this limited warranty will be, at Sensitel
or its service center's option, repair, replacement, or refund of the Software if reported (or, upon
request, returned) to the party supplying the Software to Customer. In no event does Sensitel
warrant that the Software is error free or that Customer will be able to operate the Software
without problems or interruptions.
This warranty does not apply if the software (a) has been altered, except by Sensitel, (b) has not
been installed, operated, repaired, or maintained in accordance with instructions supplied by
Sensitel, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or
accident, or (d) is used in ultrahazardous activities.
DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A
COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO
THE EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL SENSITEL OR ITS SUPPLIERS BE LIABLE FOR ANY LOST
REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF
THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE
THE SOFTWARE EVEN IF SENSITEL OR ITS SUPPLIERS HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. In no event shall Sensitel's or its suppliers' liability
to Customer, whether in contract, tort (including negligence), or otherwise, exceed the license
price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty
fails of its essential purpose. SOME STATES DO NOT ALLOW LIMITATION OR
EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
The above warranty DOES NOT apply to any beta software, any software made available for
testing or demonstration purposes, any temporary software modules or any software for which
Sensitel does not receive a license fee. All such software products are provided AS IS without
any warranty whatsoever.
This License is effective until terminated. Customer may terminate this License at any time by
destroying all copies of Software including any documentation. This License will terminate
immediately without notice from Sensitel if Customer fails to comply with any provision of this
License. Upon termination, Customer must destroy all copies of Software.
Software, including technical data, is subject to U.S. export control laws, including the U.S.
Export Administration Act and its associated regulations, and may be subject to export or import
regulations in other countries. Customer agrees to comply strictly with all such regulations and
acknowledges that it has the responsibility to obtain licenses to export, re-export, or import
Software.
This License shall be governed by and construed in accordance with the laws of the State of
California, United States of America, as if performed wholly within the state and without giving
effect to the principles of conflict of law. If any portion hereof is found to be void or
unenforceable, the remaining provisions of this License shall remain in full force and effect. This
License constitutes the entire License between the parties with respect to the use of the Software.