ASTEC iVS™ SOFTWARE PANEL LICENSE AGREEMENT
This iVS™ Software Panel License Agreement ("Agreement") is a legal agreement between you and your company (collectively "Licensee") and Astec America, Inc., a Delaware, United States of America, corporation, ("Astec"). Astec's iVS™ Software Panel, including enhancements, upgrades, and any future releases is made available exclusively for use with Astec iVS™ products ("Products"). The foregoing, including any accompanying program(s), documentation, images, animation, and text incorporated therein, (collectively "Software"), is provided solely for commercial and industrial use under the license terms specified herein. READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD, INSTALL, OR USE THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. IF LICENSEE DOES NOT ACCEPT THESE TERMS AND CONDITIONS DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. IN SUCH A CIRCUMSTANCE, THE SOFTWARE MAY BE RETURNED WITHIN THIRTY (30) DAYS OF LICENSEE’S RECEIPT FOR A FULL SOFTWARE REFUND. LICENSEE REPRESENTS THAT LICENSEE (A) IS NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL RESIDENT OF ANY COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS, (B) IS NOT ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, (C) IS NOT ON THE U.S. COMMERCE DEPARTMENT'S LIST OF DENIED PERSONS AND (D) IS NOT OTHERWISE PROHIBITED BY U.S. LAW FROM RECEIVING OR USING THE SOFTWARE (COLLECTIVELY "EXPORT RESTRICTIONS"). IF YOU DO NOT HAVE AUTHORITY TO ACCEPT THIS AGREEMENT FOR YOUR ORGANIZATION, IT IS YOUR OBLIGATION TO ENSURE THAT AN AUTHORIZED INDIVIDUAL ACCEPTS THIS AGREEMENT FOR YOUR ORGANIZATION AND MAKES THE DETERMINATION THAT YOUR ORGANIZATION IS NOT SUBJECT TO THE ABOVE EXPORT RESTRICTIONS PRIOR TO DOWNLOADING, INSTALLING, OR USING THE SOFTWARE.
COPYRIGHT: The Software is the proprietary property of Astec and is protected by United States copyright laws, other applicable copyright laws, and international treaty provisions. Title and ownership of all copyrights to the Software remain in Astec or third parties. Accordingly, Licensee’s rights to use, copy, and modify the Software are strictly limited to the specific rights provided in this Agreement or as may otherwise be required by applicable copyright law.
GRANT OF RIGHTS: Astec grants a non-exclusive, non-transferable license to Licensee to install and use the Software solely for use with Products and in accordance with these license terms provided, however, that Licensee warrants and represents that Licensee will not use the Software in violation of applicable laws and regulations or where such use detrimentally affects Astec’s rights in the Software or subjects Astec to liability. Licensee assumes responsibility for the selection of the Software to achieve Licensee’s intended results, and for the installation, use, and the results obtained from the Software.
TERMINATION OF LICENSE: Licensee’s license is automatically terminated if Licensee (a) uses the Software with anything other than Products, (b) attempts to copy or reconstruct any part of the object code, source code, or algorithms, (c) provides, discloses, sells, rents, leases, licenses, sublicenses, transfers, or assigns the Software to any third party, (d) attempts to decompile, disassemble, or reverse engineer the Software, in whole or in part, or otherwise attempt to derive the source code of the Software, (e) writes or develops any derivative software or any other software program based upon the Software, (f) modifies or alters the Software, or (g) fails to comply with other license terms. Licensee may elect to terminate this license at any time by destroying the Software together with all copies and any portions thereof in any form.
LIMITED WARRANTY: Astec represents that it has the right and authority to grant the license herein. Astec warrants solely to Licensee for a period of thirty (30) days from the date of Astec shipment that the distribution media (if supplied) on which the Software is furnished under normal use will be free from defects in material and workmanship and the Software will substantially conform to Astec’s published documentation. EXCEPT FOR THE ABOVE EXPRESS WARRANTIES, THIS SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ASTEC DOES NOT WARRANT THAT THE SOFTWARE FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.
LIMITATION OF REMEDIES/DAMAGES:
(A) Astec's entire liability and Licensee’s exclusive remedy arising from, or related to, use or inability to use the Software is:
(1) the replacement of any distribution media not meeting Astec's warranty, or
(2) if Astec is unable to provide Licensee a replacement that conforms to Astec's warranty, to refund the purchase price of the Software.
B) IN NO EVENT WILL ASTEC BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF USE, LOSS OF DATA, OR OTHER INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. LICENSEE ACKNOWLEDGES THAT THIS LICENSE REFLECTS THIS ALLOCATION OF RISK.
INDEMNIFICATION. Licensee shall indemnify and defend Astec and hold Astec harmless from and against any loss, claim, liability, expense, or damage to persons or property, arising out of or related to (a) any breach of this Agreement by Licensee or (b) misuse of Software or Products.
NUCLEAR/MEDICAL AND DENTAL. SOFTWARE LICENSED HEREUNDER ARE NOT DESIGNED OR INTENDED FOR USE IN ANY NUCLEAR AND RELATED APPLICATIONS OR ANY LIFE SUPPORT, PATIENT-CONNECTED, OR SURGICAL IMPLANT APPLICATIONS. ASTEC’S PRIOR WRITTEN CONSENT IS REQUIRED FOR ALL OTHER APPLIED MEDICAL AND DENTAL APPLICATIONS. Licensee accepts Software with the foregoing understanding and agrees to defend, indemnify, and hold harmless Astec from any claims, losses, suits, judgments and damages, including incidental and consequential damages, arising from such use, whether the cause of action be based in tort, contract, or otherwise, including allegations that the Astec's liability is based on negligence or strict liability.
U.S. GOVERNMENT RESTRICTED RIGHTS. This Software is developed at private expense and is licensed hereunder with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions set forth in the Federal Acquisition Regulations and its Supplements. The manufacturer is Astec America, Inc., 5810 Van Allen Way, Carlsbad, California 92008, U.S.A.
ASSIGNMENT: Licensee may not sublicense, assign, or otherwise transfer this license of the Software without the prior written consent of Astec. Any such transfer of rights, duties, or obligations is void.
COMPLIANCE WITH LAWS: Licensee shall use the Software in compliance with all applicable laws, regulations, and statutes. Licensee may not export the Software in violation of applicable export laws and regulations of the applicable countries. Licensee agree to comply with all laws, regulations, decrees and orders of the United States of America that restrict the exportation (or re-exportation) of the Software to other countries including, without limitation, the U.S. Export Administration Regulations.
UPDATE POLICY: Astec may create, from time to time, updated versions of the Software. Astec reserves the right to make changes to, or improvements in, any aspect of the Software at any time without prior notice to Licensee and without an obligation to supply such changed and/or improved Software to Licensee.
COMPLETE AGREEMENT/GOVERNING LAW/VENUE: This Agreement comprises the final and complete agreement between the parties with respect to the Software. No person is authorized to change or modify this Agreement except an executive officer of Astec, and then only in writing. This Agreement shall be governed by the laws of the State of Delaware, U.S.A., without reference to its choice or conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts of the State of Delaware, U.S.A., for all actions arising in connection herewith.
iVS™ Software License revision March 16, 2007