THIS IS A LEGAL DOCUMENT WHICH IS AN AGREEMENT BETWEEN YOU, THE END-USER, AND EDSA MICRO CORPORATION ("EDSA"). BY CLICKING THE BUTTON LABELED “I ACCEPT” OR BY OPENING THE PACKAGE CONTAINING THE CD-ROM ON WHICH THE SOFTWARE IS ENCODED, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE AGREEMENT AND THE TERMS SHALL BE BINDING WITH RESPECT TO YOUR USE OF THE SOFTWARE. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON LABELED "I DO NOT ACCEPT” AND THE
INSTALLATION PROCESS WILL CEASE. IF YOU DO NOT ACCEPT THE TERMS IN THIS LICENSE AGREEMENT, RETURN THE UNOPENED PRODUCT TO THE LOCATION OF PURCHASE WITHIN SEVEN (7) DAYS OF THE DATE OF PURCHASE FOR A FULL REFUND. DO NOT OPEN THE SEALED PACKAGE(S) WITHOUT FIRST READING, UNDERSTANDING, AND AGREEING TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT.
Grant of License
EDSA grants you a nonexclusive, nontransferable license to use the Paladin® DesignBase™ software program version 2.0 (the “Software”) according to the terms and conditions, herein.
Your right to use and install the Software is based on the type of license purchased and the number of seats included with such license. Your installation and use rights are limited as follows:
Single User License – If you have purchased a single user license, you may install and use the Software solely: (i) on a single computer or a server at the location identified in the Software Purchase Agreement (the “Site”), or (ii) on a portable computer designated for exclusive use by one or more of your permanent employees assigned to such Site for use in the field or for site visits. If the Software is installed on a server, access to the server must be limited to permanent employees located at the Site. The Software may be accessed and used only by a single concurrent user. Multiple users may access the Software, provided, however, only one user may access the Software at any one time.
Multiple User License – If you have purchased a multiple user license, you may install and use the Software: (i) on a server located at the Site and solely accessible by permanent employees assigned to the Site, or (iii) on one or more computers designated for exclusive use at the Site by one or more of your permanent employees, or if used in the field or for site visits, then only by permanent employees assigned to the Site. The Software may be accessed and all copies collectively used only by the number of concurrent users specified in your Purchase Agreement.
Site License – If you have purchased a site license, you must install and use the Software on a server located at the Site for exclusive use by five (5) concurrent users, provided that such users are permanent employees (not contractors) assigned to the Site. Licenses can be checked out from the server for use in portable computers for use in the field or for site visits by employees assigned to the Site, provided, however, in no event may the Software be accessed or used by more than five (5) users at any one time, unless you have purchased additional seats for this site license.
Corporate License – If you have purchased a corporate license, you may install and use the Software on one or more servers, or on one or more computers for use by the number of concurrent users identified in the Purchase Agreement, provided, however, all users must be permanent employees (not contractors) of the company identified in the Purchase Agreement. Provided that you comply with the terms of this Agreement, the Software may be accessed and used by employees located at any of your corporate facilities.
You shall not; (1) modify, translate, reverse engineer, decompile or disassemble the Software or create derivative works based on all or any party of the Software; (2) rent, distribute, assign, lease, sublicense or transfer all or part of the Software, documentation, or any rights granted hereunder to any other person without the prior written consent of EDSA; (3) remove any proprietary notices, labels or marks from the Software or documentation; (4) use the Software outside of the country in which it was purchased; or (5) utilize the Software for any purpose other than as set forth in its documentation.
If you have purchased this License on a payment plan basis or a project payment basis, you hereby agree that you will make all incremental payments on time and in full as set forth in your purchase agreement. Upon receipt of each applicable payment, EDSA shall deliver to you an authorization code for the continued activation of the Software. This activation code will expire on or after the next payment due date. EDSA shall have the right to withhold the authorization code at any time that you have failed to make a payment in full and on time and the Software shall cease to function. Upon delivery of payment in full as described in the purchase agreement, EDSA will deliver a permanent key and this license will thereafter become perpetual, subject to the termination rights set forth below.
Upgrades and Updates
If this software is being licensed to you as an upgrade or update to software previously licensed to you, you may retain one (1) previous version of the Software for back-up purposes only. You must destroy all other previous versions of the Software previously licensed to you including any copies resident on your hard drive, within thirty (30) days of the purchase of the license to use the upgrade or update.
Title and all intellectual property rights, including but not limited to copyrights to the Software and accompanying materials and any copies made by you remain with EDSA. Unauthorized copying of the Software or its documentation, or failure to comply with the above restrictions will result in automatic termination of this License. Unauthorized duplication of the Software constitutes copyright infringement and may be subject to criminal and civil liability.
You acknowledge that this Software is subject to U.S. export jurisdiction. You agree to comply with all applicable national laws and international treaties that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments.
EDSA warrants that for a period of ninety (90) days from the date of delivery to you as evidence by a copy of your receipt, the media on which your Software is published under normal use will be free from defects in materials and workmanship. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES EDSA MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATIONS
WITH YOU, AND EDSA SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY INCLUDING THE IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EDSA DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
The entire liability of EDSA and your exclusive remedy under the warranty provided herein will be at the option of EDSA, to either (i) attempt to correct or work around errors, (ii) to replace the media, or (iii) to refund your purchase price in full upon.
Computer aided design software and other technical software are tools intended to be used by trained professionals only. They are not substitutes for your professional judgment. Computer aided design software and other technical software are intended to assist with product design and are not substitutes for independent testing of product stress, safety and utility. Due to the large variety of potential applications for the Software, the Software has not been tested in all situations under which it may be used. EDSA shall not be liable in any manner whatsoever for the results obtained through the use of the Software. Persons using the Software are responsible for the supervision, management and control of the Software. This responsibility includes, but is not limited to: the determination of appropriate uses for the Software and the selection of the software and other programs to achieve intended results. Persons using the Software are also responsible for establishing the adequacy of independent procedures for testing the reliability and accuracy of any program output, including all items designed by using the Software.
Limitation of Liability
IN NO EVENT WILL EDSA BE LIABLE FOR ANY DAMAGES, WHETHER ARISING FROM TORT OR CONTRACT, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF EDSA OR ANY AUTHORIZED EDSA DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU
ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION RISK. IN NO EVENT SHALL EDSA’S LIABILITY UNDER THIS LICENSE EXCEED THE AMOUNT PAID FOR THE SOFTWARE DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.
US Government - Restricted Rights
This Software and Documentation are provided with RESTRICTED RIGHTS for US Government customers. Use, duplication or disclosure by the US Government is subject to restrictions as set forth in FAR 52.227-19 (Commercial Computer Software – Restricted Rights) and FAR 252.227-7013 (c)(1) (ii) (Rights in Technical Data and Computer Software), as applicable. Manufacturer is EDSA Micro Corporation, 16870 W. Bernardo Drive, Suite 330, San Diego, California 92127.
This License Agreement is effective until terminated. This License Agreement will terminate automatically if you fail to comply with any term or condition of this License Agreement. In addition, EDSA may terminate this License Agreement at any time upon not less than ten (10) days notice for your failure to make payments to EDSA when due. Within ten (10) days after the date of termination you shall return to EDSA or destroy, at EDSA’s option, all copies of the Software and its documentation in your possession or control, including any and all copies made by you. You may terminate this License Agreement by providing EDSA notice and destroying the Software and documentation and all copies, duplicates or backups thereof.
This License Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the Sale of Goods; rather this License Agreement shall be governed by the laws of the State of Delaware.
Safety Related Users
If you are a Safety Related User, some parts of this License Agreement may not apply. Please refer to your accepted Safety Related Purchase Order, or consult with your Quality Assurance Manager.