Software License Agreement

1. THE SOFTWARE MADE AVAILABLE TO YOU (“SOFTWARE”). CONTINUING TO INSTALL THE SOFTWARE, OR ANY DOWNLOADING, REPRODUCTION, COPYING, OR OTHER USE OF THE SOFTWARE WILL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN. THE TERMS OF THIS LICENSE AGREEMENT SHALL APPLY TO LEGALLY PURCHASED LICENSES OF THE SOFTWARE OR TIME LIMITED USE FOR THE PURPOSE OF END USER EVALUATION ONLY, AS APPLICABLE.
2. LICENSE. You, the user, acknowledge that the Software is the sole and exclusive property of Uneekor or its licensors. Uneekor hereby grants you the right to use the Software as set forth herein, strictly in conformance with the License defined below and any documentation provided by Uneekor for such use and in accordance with the other terms and conditions you have entered into with Uneekor relative to your use of this Software (e.g., Terms and Conditions of Sale, Supplementary Terms for commercial use, etc.). Software is defined as all programs, routines, codes, compilers, applications, tools, algorithms, APIs and development kits, in whatever form or format Uneekor designates to provide to you in conjunction with Uneekor’s quotation and your purchase order resulting therefrom.
   Uneekor grants to you the nonexclusive, nontransferable, limited right to use the Uneekor Software for your personal or business use (the “License”). Any transfer or redistribution of the Software is strictly prohibited, unless you obtain Uneekor’s prior express written consent. The Software is licensed as a single product associated with a single piece of equipment, and may not be used on more than one computer or by more than one user at a time. If you have purchased multiple pieces of equipment and Software from Uneekor, then you may use as many copies of the Software as you have licenses therefore.
3. COPYRIGHT. Uneekor and its suppliers own all rights regarding the Software, including the copyright. The Software is valuable property of Uneekor and its suppliers and the look and feel of the Software are protected by the copyright laws of the United States and other countries. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording), except that you may make one (1) copy of the Software and manuals, in whole or in part, via any means mechanical, electronic or otherwise, without the written consent of Uneekor, provided that you keep the original solely for backup or archival purposes, consistent with your internal use only. This exception does not allow copies to be made for other users. Under law, copying includes translation to any other language or format. Unauthorized use of or copying of the Software or the accompanying written material is an infringement of the copyright belonging to Uneekor and its suppliers. Such infringement may subject the violator to civil and criminal penalties. The parties acknowledge that Uneekor's remedies at law may be inadequate and, accordingly, it is agreed that Uneekor and its suppliers may also seek equitable relief (including without limitation, injunctive relief) to enforce its rights in the Software and/or under this Agreement.
4. OTHER RESTRICTIONS. This Agreement must be retained by you. You may not copy or distribute the Software without written authorization from Uneekor. You may not rent, lease, loan, modify, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based upon this Software (in whole or in part), except to the extent the foregoing restriction is expressly prohibited by applicable law. You agree to use your best efforts and take all reasonable steps to protect all aspects of the Software from unauthorized reproduction, publication, disclosure, or distribution. Copies of any user documentation (whether in print or electronic form) may not be made, except for your internal purposes only. Uneekor will permit your rights to be transferred on a permanent basis, provided that you transfer this Agreement, the Software, all associated computer systems and hardware and all accompanying printed materials, retain no copies (other than a single, archival copy) and the transferee/recipient agrees to the terms of this Agreement.
5. ACCOUNT SECURITY. You are solely responsible for the security and proper creation, use and termination of all user IDs, passwords and other security devices used in connection with the Software and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to unauthorized persons. You shall immediately inform Uneekor if there is any reason to believe that there has been unauthorized use. Uneekor reserves the right (in its sole discretion) to require you to change any or all of the user IDs, passwords or other security devices used in connection with the Software, and you shall promptly comply with any such requirement. If the quotation specifies a maximum number of users authorized by you to use the Software (“Authorized Users”), then each Authorized User must be a unique individual and you shall be responsible for ensuring that the maximum number is not exceeded. You are solely responsible for your relationships with all Authorized Users and for ensuring they comply with the terms of this Agreement. Any violation of the terms and/or conditions of this Agreement by an Authorized User shall be deemed to be a violation by you.
6. SOFTWARE AUDIT. Uneekor may audit your use of the Software on seven (7) days’ advance written notice. You shall cooperate with the audit, including by providing access to any books, computers, records, or other information that relate or may relate to use of the Software. If Uneekor discovers unauthorized use, reproduction, distribution, or other exploitation of the Software, you shall reimburse Uneekor for the reasonable cost of the audit, or of the next audit in case of discovery without an audit, in addition to such other rights and remedies as Uneekor may have. Uneekor may not conduct an audit more than once per year.
7. OPEN SOURCE. Certain items of independent, third-party code may be included in the Software that are subject to open source licenses (“Open Source Software”). Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software.
8. LIMITATIONS ON WARRANTY AND LIABILITY. Uneekor warrants for 12 months from delivery that base level software included with launch monitors will perform substantially in accordance with Uneekor’s published specifications and any accompanying user documentation when used under normal operation and maintenance conditions. ANY ADD-ON SOFTWARE, THIRD-PARTY SOFTWARE, AND PRE-RELEASE VERSIONS OF THE SOFTWARE, ARE SUPPLIED ON AN “AS IS” BASIS WITHOUT CONDITION OR WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, EITHER EXPRESS OR IMPLIED.
   
   You assume the entire risk, cost and liability associated with and/or resulting from the information obtained or compiled by the Software. You assume all responsibility and risk for the selection of the Software to achieve your intended results and for the installation of, use of and results obtained from the Software. To the maximum extent permitted by applicable law, Uneekor disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to the Software and any accompanying written materials. It is further understood and agreed that Uneekor is not responsible for changes to operating system software, including without limitation an original equipment manufacturer’s discontinuance of support, in which case you are responsible for all expenses associated with all such changes, including without limitation license fees, modifications and/or additional equipment required to use a superseding operating system. In the event that you elect to continue using an unsupported operating system, such use shall be at your sole risk and expense and Uneekor shall have no obligation to support any failures to Uneekor’s Software proximately resulting from the unsupported operating system.
9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL UNEEKOR OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THIS UNEEKOR SOFTWARE, EVEN IF UNEEKOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement will be binding unless it is in writing and signed by both parties. No provisions in either party's correspondence or other business forms used by either party will supersede or add to the terms and conditions of this Agreement.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Right in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraph (c)(1) and (2) of the Commercial Computer Software--Restricted Rights 48 CFR 52.227-19, as applicable. Manufacturer is Uneekor, Inc., [address].
    You understand that you are subject to regulation by agencies of the U.S. Government, including without limitation the U.S. Department of Commerce, which prohibits export or diversion of certain technical products to certain countries. You warrant that you will comply in all respects to the Export Administration Regulations and all other export and re-export restrictions as may be applicable to the Software and all accompanying documentation.
12. TERMINATION. The License is effective until terminated pursuant to this Section. Provided there is no active order for a subscription currently in effect, you may terminate this Agreement and the License at any time by ceasing use of and destroying all copies of the Software. Your rights under this License will terminate automatically without notice if you cease to own the equipment related to the Software or fail to comply with any provision of this Agreement. Within fourteen (14) days following termination, you shall cease all use of, and destroy, all copies of the Software in your possession or control and so certify to Uneekor in writing. Except for the License, the terms of this Agreement shall survive termination. Termination is not an exclusive remedy and all other remedies will be available to Uneekor whether or not the License is terminated.
13. CONFIDENTIALITY. The Software embodies logic, design, architecture, algorithms and coding methodology which constitute valuable confidential information that is proprietary to Uneekor and its licensors. You agree to safeguard the right to access the Software using the same standard of care which you use for your similar confidential materials, but in no event less than reasonable care. You agree not to provide or to otherwise make available in any form the Software, or any portion thereof, to any person without the prior written consent of Uneekor
14. GOVERNING LAWS. This Agreement is governed by the laws of the State of California, excluding its conflict of laws rules and of the United States of America. All rights not expressly granted to you hereunder are reserved exclusively by Uneekor.