End User License Agreement
 

To receive your software download, you must first read and accept the following end user agreement.

END USER TERMS OF USE

These End User Terms of Use ("Terms of Use") govern your use of the Software Solutions which are provided to you ("you" or "your") for use pursuant to and subject to the Master Terms and Conditions (the "Master Terms") entered into between Innovasea Systems, Inc. ("Licensor") and the entity that authorizes you to use the Software Solutions ("Licensee"). 

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Master Terms.  To the extent expressly referenced herein or necessary to preserve the rights of Licensor, the Master Terms are hereby incorporated herein by reference and made a part of these Terms of Use.  In the event of any conflict between the Master Terms and these Terms of Use, the Master Terms shall govern.   

BY CLICKING THE "ACCEPT" BUTTON/CHECKING THE "ACCEPT" BOX YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE SOFTWARE SOLUTIONS; AND (ii) ACCEPT THESE END USER TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE "ACCEPT" BUTTON/CHECK THE "ACCEPT" BOX AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE SOLUTIONS.

1. License Grant. Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software Solutions solely for Licensee's internal business purposes. The foregoing license will terminate immediately on the earlier to occur of:

(a) the expiration or earlier termination of the Master Terms between Licensor and Licensee; or

(b) your ceasing to be authorized by Licensee to use the Software Solutions for any or no reason.

2. Use Restrictions. You shall not, directly or indirectly:

(a) use the Software Solutions except as set forth in Section 1;

(b) copy the Software Solutions, in whole or in part;

(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software Solutions or any part thereof;

(d) combine the Software Solutions or any part thereof with, or incorporate the Software Solutions or any part thereof in, any other programs;

(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software Solutions or any part thereof; 

(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software Solutions, including any copy thereof;

(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software Solutions or any features or functionality of the Software Solutions, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;

(h) use the Software Solutions in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:

(i) power generation systems;

(ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;

(iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and

(iv) military or aerospace applications, weapons systems, or environments.

(i) use the Software Solutions in violation of any law, regulation, or rule; or

(j) use the Software Solutions for purposes of competitive analysis of the Software Solutions, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.

3. Compliance Measures.

(a) The Software Solutions may contain technological copy protection or other security features designed to prevent unauthorized use of the Software Solutions, including features to protect against use of the Software Solutions:

(a) beyond the scope of the license granted to pursuant to Section 1; or 

(b) prohibited under Section 2.

You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

4. Collection and Use of Information.

(a) Licensor may, directly or indirectly through the services of others, collect and process data about your use of the Software Solutions and the equipment through which you access and use the Software Solutions (“Usage Data”).  Usage Data constitutes confidential information of Licensor and may be used by Licensor for any lawful purpose, including the investigation and diagnosis of Software Solutions performance issues and to identify features and applications that are most used by Licensor’s customers and how Licensor can improve its products to better serve its customers. 

(b) Licensor shall have the right to compile, aggregate and otherwise use Your Data (defined below) to create de-identified data, provided such de-identified data is compiled and presented in aggregate form only, without identifying or being capable of identifying (a) the source of the Your Data; or (b) any employee or other individual (“De-identified Aggregate Data”). Such De-Identified Aggregate Data shall be owned solely by Licensor and may be used by Licensor for any lawful purpose.  “Your Data” means, other than Usage Data, all data and other information uploaded to, or created in, the Software Solutions by you in connection with your use of the Software Solutions, including but not limited to detections, study metadata, environmental monitoring information, GPS coordinates and equipment diagnostics.

5. Intellectual Property Rights. You acknowledge that the Software Solutions are provided under license, and not sold, to you. You do not acquire any ownership interest in the Software Solutions under this Agreement, or any other rights to the Software Solutions other than to use the Software Solutions in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions. Licensor and its licensors and service providers reserves and shall retain their entire right, title, and interest in and to the Software Solutions and all intellectual property rights arising out of or relating to the Software Solutions, subject to the license expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard all Software Solutions (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.

Any unauthorized modifications, derivative works, translations, or any other intellectual property, created directly or indirectly using or referring to the Software Solutions, or components thereof, or enhancements of the Software Solutions, shall belong exclusively to Licensor or its suppliers, as appropriate, and you hereby assign and shall assign any and all rights in them (including without limitation moral rights) to Licensor or its supplier(s), as appropriate. You hereby agree to promptly enter into any further documentation required by Licensor or its supplier(s) in its/their sole discretion to legally or commercially effect such assignment. You hereby expressly waive any rights you may obtain inconsistent with the foregoing through application of the law of any other country or otherwise.

6. Disclaimer of Liability. IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE SOLUTIONS.  YOUR USE OF THE SOFTWARE SOLUTIONS IS SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THE MASTER TERMS INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS.  ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SOLUTIONS SHALL BE LIMITED SOLELY TO LICENSEE PURSUANT TO THE MASTER TERMS AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

7. Export Regulation. The Software Solutions may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software Solutions to, or make the Software Solutions or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software Solutions available outside the US.

8. Governing Law. These Terms of Use are governed by and construed in accordance with the internal laws of the state or other jurisdiction governing the Master Terms pursuant to which you are authorized to use the Software Solutions.

9. General.  Licensor is under no obligation to provide updates, enhancements or maintenance, technical or other support for the Software Solutions. If any provision of these Terms of Use is invalid, the validity of the remaining provisions of these Terms of Use shall not be affected. No failure to enforce any provision of these Terms of Use by Licensor shall be construed as a waiver of Licensor’s rights unless otherwise detailed in writing. These Terms of Use may only be changed by a writing signed by Licensor. In the event this Agreement is translated into any language other than English, the English language version shall govern its interpretation based on a “plain English interpretation.”

10. Copyright.  The Software Solutions are protected by copyright law and international treaties. Unauthorized reproduction or distribution of the Software Solutions, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.

   

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