SENSITEL INC. END USER LICENSE AGREEMENT
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 4800 Patrick Henry drive, Suite 320, Santa Clara, 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, non-exclusive and non-transferable 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 Certificate ("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, NON-INFRINGEMENT 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.