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LICENSE
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NVIRON International Corporation
101 Rowland Way, Suite 220
Novato, CA 94945-5010
(415) 899-0700 Phone#
(415) 899-0707 Fax#
[email protected] Email
SOFTWARE LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is by and between the recipient of the CAMx
computer software program ("Software") and APBI ENVIRONmental Sciences Group,
Inc., d/b/a ENVIRON International Corporation ("ENVIRON"), a Virginia corporation
having its principal place of business at 4350 North Fairfax Drive, Arlington,
Virginia 22203. This Agreement is made effective as of the date ("Effective Date")
that the Software is delivered to the Licensee either electronically (i.e.,
accessed through a bulletin board or the Internet) or directly from ENVIRON.
1. LICENSE
A. License Grant. ENVIRON grants Licensee a perpetual, nonexclusive
license to use the CAMx computer software program, version 4.02.
B. Scope. It is ENVIRON's belief that any type of computer software
used in regulatory settings should be publicly available at zero
cost to all entities in the regulator/regulated communities. As
such, Licensee may use the Software in any manner, with the following
limitation: (i) derivative works based in whole or in part on the
Software computer code must be made publicly available at zero cost
to all entities in the regulatory/regulated communities. If Licensee
allows the Software to be accessed through a bulletin board, the
Internet or any other "shareware" distribution process, Licensee
is required to transmit this Agreement along with the Software.
C. Ownership. This Agreement does not provide Licensee with any title
or ownership interest in the Software, but only with a right of
limited use in accordance with this Agreement. Licensee acknowledges
that ENVIRON owns all rights, title and interest in the Software,
its accompanying User Manual (the "Manual"), and the intellectual
property inherent therein, including all patent, copyright, trademark,
trade secret, know-how, or other rights under U.S. or foreign law or
international treaty regime.
D. No Installation, Training, Support or Updates. This Agreement does not
include any professional or consulting services in connection with
ENVIRON's provision of the Software. All training, assistance,
installation and/or product support may be provided, at ENVIRON's
discretion, on a time-and-materials basis at ENVIRON's then current
rates under the terms and conditions of a separate arrangement. ENVIRON
shall not provide support, consultation or other maintenance services
for the Software.
E. Material Terms. All terms and conditions of this Agreement are material
terms of the license granted by this Agreement.
2. LICENSEE RIGHTS AND DUTIES
A. Proprietary Notices. Licensee agrees to reproduce and include ENVIRON's
copyright, trademark, and other proprietary rights notices on any copy
of the Software and Manual, including partial copies. If the Licensee
quotes any portion of the Manual, Licensee shall accompany said quotation
with a proper attribution to ENVIRON as the author and copyright owner
thereof.
B. Installation. Licensee shall be responsible for proper installation of
the Software, all site preparation, and the continuing performance and
configuration of the operating environment.
C. Software Modification. Licensee may modify the Software for its own
purposes. Furthermore, Licensee may develop new computer code derived
in whole or in part on the Software and may distribute the derivative
work with the stipulation set forth in Section 1.B.i above. Licensee
agrees to reproduce and include ENVIRON's copyright, trademark, and
other proprietary rights notices on any modified Software or Manual
and or any derivative work. All of the terms and conditions in this
Agreement applicable to the Software and/or the Manual shall also to
apply to any modified or derivative version thereof.
D. Compliance with Law. Licensee shall use the Software and Manual
disclosed hereunder solely in accordance with applicable law, including
without limitation (I) all applicable data protection and privacy laws
and (ii) U.S. export control, anti-boycott, revenue, and other laws
and regulations.
3. WARRANTY
A. Noninfringement Warranty Exclusion. Notwithstanding anything to the
contrary in this Agreement, ENVIRON does not warrant the Software
against defects or claims of infringement caused by:
(1) modifications made to the Software or any portion of it by anyone
other than ENVIRON;
(2) the combination, operation or use of the Software with any software
or equipment that ENVIRON has not directly provided to Licensee;
(3) Licensee's failure to use any new or corrected versions of the
Software made available by ENVIRON; or (4) any derivative work that
may contain all or part of the Software.
B. Exclusion. ENVIRON does not warrant that the Software will be
error-free or that its operation will be uninterrupted. Licensee
acknowledges that it is solely responsible for the results obtained
from using the Software and that ENVIRON does not warrant that the
Software will meet Licensee's specific needs or requirements.
C. Disclaimer. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED
WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING,
COURSE OF PERFORMANCE OR TRADE USAGE.
4. LIMITATION OF LIABILITY
IN NO EVENT WILL ENVIRON BE LIABLE TO ANY PERSON OR ENTITY FOR
ANY OF THE FOLLOWING:
(1) DAMAGES CAUSED BY LICENSEE'S AND/OR LICENSEE'S
AFFILIATES' FAILURE TO PERFORM THEIR RESPONSIBILITIES;
OR
(2) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST
SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL,
INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT
OF OR IN CONNECTION WITH THE ACCESS, USE OR
PERFORMANCE OF THIS SOFTWARE EVEN IF ENVIRON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. GENERAL
A. Entire Agreement. This Agreement (including any Exhibits referred
to herein and attached hereto) contains the entire agreement of the
parties and supersedes all prior agreements and representations,
whether written or oral, with respect to the subject matter of this
Agreement. Modification or amendment of this Agreement, or any part
of this Agreement, may be made only by a written instrument executed
by both Parties.
B. Assignment. Neither this Agreement nor Licensee's obligations thereunder,
shall be assigned or delegated by Licensee, by law or otherwise, without
the prior express written consent by ENVIRON. Any purported assignment
or delegation in violation of this Section 5.B shall be null and void.
ENVIRON may, at its sole discretion, assign this Agreement, in whole or
in part, to any third party.
C. Governing Law and Dispute Resolution. This Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of
Virginia notwithstanding any Virginia choice of law rules that would
apply the substantive law of any other jurisdiction or venue. Any
disputes arising out of or relating to this Agreement shall be settled
in the courts of the Commonwealth of Virginia, whose judgment may be
enforced by any court having jurisdiction over the parties or their
assets. The Licensee hereby irrevocably consents and waives all
objections to the jurisdiction of such court on any grounds, including
lack of personal jurisdiction, improper venue, and forum non conveniens.
D. Severability. If any provision of this Agreement is held invalid by a
court with jurisdiction over the parties to this Agreement, then such
provision shall be deemed to be restated to reflect as nearly as
possible the original intentions of the parties in accordance with
applicable law, and the remainder of this Agreement shall continue in
effect as if the Agreement had been entered into without the invalid
portion.
E. Notice. All notices, requests and demands, other than routine
communications under this Agreement, shall be in writing and shall be
deemed to have been duly given when delivered, or when transmitted, to
the designated representative of the other party:
(I) by hand;
(II) by confirmed facsimile (with a copy provided by another means
specified in this Subsection); (iii) one (1) business day after
being given to an overnight courier with a reliable system for
tracking delivery, or
(IV) three (3) business days after the day of mailing, when mailed
by United States mail, registered or certified mail, return
receipt requested, postage prepaid.
F. Headings. The section headings in this Agreement are intended to be
for reference purposes only and shall in no way be construed to modify
or restrict any of the terms or provisions of this Agreement.
By accepting delivery of the Software, either electronically or in any other
fashion, Licensee acknowledges that it has read this Agreement, understands
it and intends to be legally bound by this Agreement.