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Read here how you can introduce IsoView into your company with little money and effort.
I. Preamble
- This IsoView Distribution Kit License Agreement (the "Agreement") between ITEDO Software ("ITEDO") and the Customer identified below (the "Customer") grants certain license rights to the Customer and the End Customer in regard to the ITEDO Software Product IsoView Distribution Kit.
- The grant of the licenses in this Agreement is subject to the Customer's payment of applicable license fees to ITEDO.
- For purposes of identification, Customer has filled out the Attachment to this Agreement. The Attachment shall be an integral part of this Agreement.
- ITEDO does not accept any terms or conditions contained in any purchase order or other documentation of the Customer that conflict with or are inconsistent with the terms of this Agreement.
II. Definitions For purposes of this Agreement, the following terms shall have the respective meanings set forth below:
- Distribution/to Distribute shall mean the distribution of the IsoView Installer as part of IsoView Applications on electronic media to third parties, as well as the use of the IsoView Installer for presentations of illustrations on web pages.
- Distribution License shall mean the right to Distribute the IsoView Installer and the included Runtime Components, used by the Customer, subject to the terms and conditions of this Agreement.
- End Customer shall mean third parties to whom the Customer Distributes the IsoView Applications in accordance with the terms and conditions of this Agreement.
- IsoView shall mean the component Active X Control and the included Runtime Components of the Software Product.
- IsoView Applications shall mean applications supported by the IsoView Installer for presentations of graphics in interactive documentation as handbooks and catalogues on the basis of Customer data.
- IsoView Installer shall mean the installation program for IsoView, including IsoView, contained in the Software Product.
- Location shall mean the buildings or a group of buildings, which are used as office by Customer and share a common physical address.
- Runtime Components shall mean certain ITEDO and/or third party components, which ITEDO deems to be necessary for the operation of the Software Product. If any of these components are not already available on the target system, they will be installed as part of the IsoView installation process.
- Software Product shall mean the product IsoView Distribution Kit, including samples and utilities, Runtime Components, the data medium and the documentation supplied by ITEDO.
- User License shall mean the right for one user to use the Software Product for Customer's own purposes of developing IsoView Applications and presenting illustrations on one or more computer workstations of the Customer at his Location.
III. Scope of Grant
- The Software Product its structure, organization and code, and all documentation relating to it are the confidential and proprietary property of ITEDO and/or its licensors, and all right, title and interest in and to such property and any and all copies of the Software (in whole or in part, and in any form) shall remain with ITEDO and/or its licensors, both during the term of and after any expiration or termination of this Agreement. Licensee acknowledges that ITEDO and/or its licensors have patent, copyright, trade secret and other intellectual property rights in the Software under German, United States and other foreign patent, copyright, trade secret and other intellectual property laws and international treaty provisions, and that all such patent, copyright, trade secret and other intellectual property rights remain the exclusive property of ITEDO and/or its licensors at all times. Licensee shall not alter or remove any copyright or other proprietary notices on the Software or any other materials provided pursuant to this Agreement.
- ITEDO grants to the Customer a non-exclusive User License and a non-exclusive Distribution License.
- Each User License and each Distribution License is limited as follows:
a) The IsoView Installer shall be exclusively Distributed as a component of IsoView Applications developed by the Customer. b) In the event that the Customer installs the IsoView Installer on web pages for presentations of illustrations within the scope of Distribution, Customer shall limit access to the illustrations by requiring the use of a restricted password. c) Customer shall not remove any proprietary notices or labels contained in the IsoView Applications and shall include a valid copyright notice with each copy of Customer's IsoView Application. d) The Customer shall not use the name, logos and/or trademarks of the Microsoft Corporation, unless expressly authorized to do so by Microsoft Corporation. e) Customer may only grant sublicenses to the End Customer to use the IsoView Installer, not to Distribute it.
- The Customer shall not:
a) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software Product; b) copy the source-code of the Software Product including the Runtime Components in whole or in part or grant third persons such rights; or c) copy the documentation, the instruction manual, training material or other user material of the Software Product in whole or in part without ITEDO's prior written consent.
IV. Distribution of the IsoView Installer and included Runtime Components by the Customer
- The Customer agrees to bind its End Customers by the same terms and conditions of the User License as provided in this License Agreement within the scope of Distribution of its IsoView Applications, including without limitation the provisions of Article III Section 4 and Articles V - XI.
- In the event that the Customer uses or Distributes Runtime Components or their copies as part of the IsoView Installer, Customer shall indemnify and hold ITEDO and Microsoft Corporation harmless from all and any claims caused by this Distribution, notwithstanding any liability of ITEDO otherwise arising pursuant to this Agreement.
- Due to the fact that the IsoView Installer and the Runtime Components contain Microsoft Components, they are subject to the United States Export Administration Act and the regulations thereunder, which means that the IsoView Installer and the Runtime Components or underlying information or technology may not be exported or re-exported
a) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or b) to persons or companies which will use or intend to use the Software Product or the Runtime Components for planning, developing and/or manufacturing atomic, chemical and/or biological weapons.
V. High Risk Activities Customer acknowledges that the Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapon systems, in which the failure of the Software Product could lead directly to death, personal injury, or severe physical or environmental damage. ITEDO and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
VI. No Warranty The Software Product is being delivered to Customer "AS IS" and ITEDO makes no warranty as to its use or performance. ITEDO AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY USING THE SOFTWARE PRODUCT. ITEDO AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
VII. Limitation of Liability UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ITEDO OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL ITEDO BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF THE PURCHASE PRICE CUSTOMER PAID FOR THE SOFTWARE PRODUCT, EVEN IF ITEDO SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. VIII. No Support or Maintenance ITEDO has no duty to provide technical support or maintenance pursuant to this Agreement.
IX. Term & Termination This License remains in effect until terminated by either ITEDO or the Customer. The Customer may terminate this Agreement at any time by destroying the Software Product and any copies of it. This License is automatically terminated if the Customer fails to comply with any of the terms and conditions specified in this Agreement.
X. General This Agreement represents the complete agreement concerning this License and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY CUSTOMER IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER'S ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN CUSTOMER'S PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by the laws of California (except for conflict of law provisions). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The waiver by ITEDO of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default. Non-exercise of a right by ITEDO hereunder does not constitute an abandonment of future assertion of such right.
XI U.S. GOVERNMENT RESTRICTED RIGHTS The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government and parties acting on its behalf is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48CFR§52.227-19, as applicable.
(c) by ITEDO Software Version 030717
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