AliEngine 2.0: Developers License

http://jvz3.com/c/444503/191971

SINGLE USER PRODUCT LICENSE AGREEMENT THIS END USER LICENSE AGREEMENT (“LICENSE”) IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) and MDA GEOSPATIAL SERVICES INC. (“MDA GSI”), LOCATED AT 13800 COMMERCE PARKWAY, RICHMOND, BRITISH COLUMBIA, CANADA V6V 2J3. LICENSEE WILL BE DEEMED TO HAVE ACCEPTED AND AGREED TO THE TERMS AND CONDITIONS OF THIS LICENSE IF LICENSEE (i) BREAKS THE SEAL OF ANY PACKAGE CONTAINING ANY PRODUCT, (ii) INSTALLS AND/OR USES THE PRODUCT; OR (iii) RETAINS THE PRODUCT FOR MORE THAN FOURTEEN (14) CALENDAR DAYS. IF LICENSEE DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS LICENSE, LICENSEE MUST RETURN THE ENCLOSED PACKAGE TO MDA GSI WITHIN FOURTEEN (14) CALENDAR DAYS OF LICENSEE’S RECEIPT OF THE PRODUCT WITHOUT (I) BREAKING THE SEAL OR (II) INSTALLING AND/OR USING THE PRODUCT. 1. OWNERSHIP: The Product is licensed, not sold. All title in and to all intellectual property in or related to the Product is and will remain the exclusive property of MDA GSI. MDA GSI owns and will continue to own all title in any copy, translation, modification, adaptation, or derivation of the Product, including any kind of output that contains the pixel structure and information of the original delivered Product. However, in the case of Customer Derived Products, the LICENSEE will own all title to any such Customer Derived Products created by the LICENSEE. 2. GRANT OF LICENSE: MDA GSI grants to LICENSEE a limited, non-transferable, non-exclusive perpetual license to use the Product and any accompanying written materials, and anything derived therefrom, solely as set forth in this License (the “Grant of License”). Except as specifically set out herein, no license, right or title in or to any of the Product or any other intellectual property of MDA GSI, is granted by this License. 3. WARRANTY: MDA GSI warrants that the original storage media on which the Product is supplied to initial LICENSEE will be free from material defects in materials and workmanship under normal use and service for a period of thirty (30) calendar days from the date of initial LICENSEE’s receipt of the Product. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. MDA GSI SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR AGAINST INFRINGEMENT AND DATA ACCURACY. THE PRODUCT IS AND WILL BE PROVIDED ON AN AS-IS BASIS. LICENSEE IS SOLELY RESPONSIBLE FOR SELECTION OF THE PRODUCT TO ACHIEVE LICENSEE’S INTENDED RESULTS OR FOR LICENSEE’S PARTICULAR APPLICATIONS, AND NO WARRANTIES, GUARANTIES OR REPRESENTATIONS ARE MADE REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. 4. LIMITATION ON LIABILITY: REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE, IN NO EVENT WILL THE LIABILITY, IF ANY, OF MDA GSI FOR DAMAGES RELATING TO THE PRODUCT OR OTHERWISE ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THIS LICENSE EXCEED THE ACTUAL AMOUNT LICENSEE PAID FOR THE SPECIFIC PRODUCT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY, TRADE PRACTICES, OR OTHERWISE. IN NO EVENT WILL MDA GSI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND. THE LIMITATIONS CONTAINED IN THIS SECTION ARE NOT MADE WHERE PROHIBITED BY LAW. 5. EXPORT CONTROL LAWS: LICENSEE will comply with all applicable licensing and import and export laws, restrictions and regulations of all applicable jurisdictions that may be in effect during the term of this License. 6. TERMINATION: MDA GSI may terminate this License, effective immediately, upon notice to LICENSEE, if LICENSEE breaches any provision of this License. Upon termination of this License, all rights granted to LICENSEE hereunder will immediately cease. 7. GOVERNING LAW: This License will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, and the courts of the Province of British Columbia will have non-exclusive jurisdiction to hear matters arising under this License. LI-15398-5 V3.0 15JUN2011 Single User – Product License Page 2 of 3 8. MISCELLANEOUS: (1) This License is the complete and exclusive agreement between LICENSEE and MDA GSI as to the matters set forth herein and integrates all prior discussions and understandings. (2) This License cannot be modified or rescinded, nor may any of its terms be cancelled or waived, unless approved in writing by MDA GSI. (3) Acceptance of this License is expressly limited to the terms and conditions set forth herein; any additional or inconsistent terms provided by LICENSEE in any other documents such as a LICENSEE purchase order, that are applicable to the License, will not have any legally binding effect. (4) The failure of MDA GSI to insist upon strict performance of any of the terms and conditions of this License will not be deemed a waiver of any rights or remedies that MDA GSI may have and will not be deemed a waiver of any subsequent default of the terms and conditions of this License. (5) Neither this License nor any of the rights or obligations hereunder may be assigned or transferred by LICENSEE without the prior written consent of MDA GSI. This restriction on assignment or transfer will apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. (6) In the event that any provision of this License is declared invalid or unenforceable, the remaining provisions of this License will continue in full force and effect. (7) Upon notice, MDA GSI or MDA GSI inspection staff acceptable to Licensee may inspect LICENSEE’s records, accounts and books relating to the use of the Product to ensure that the Product is being used in accordance with this License. (8) LICENSEE acknowledges that any actual or threatened breach of Section 2 would likely cause MDA GSI irreparable harm that could not be fully remedied by monetary damages. So, LICENSEE agrees that MDA GSI will have the right, in addition to any other remedy available to it, to seek injunctive or other equitable relief from a court of competent jurisdiction, without proof of actual damage, as may be necessary to prevent such breach. 9. AUTHORIZED LICENSEE: means a single legal business entity, or one division or sub-division of a nongovernmental organization (NGO), or one division or sub-division of a non-profit organization (NPO), or a university, or one division or sub-division of a local government (e.g. municipality, county, prefecture) or one division or subdivision of an international agency, each located at a single or multiple facilities within a single country. For greater certainty, LICENSEE may not distribute, transfer or otherwise make available the Product to any subsidiary or affiliate of LICENSEE, or any other users, without the prior written consent of MDA GSI. 10. PERMITTED USES: In accordance with the Grant of License set out in Section 2 above, LICENSEE agrees and understands that it MAY: a. make an unlimited number of soft and hard copies of the Product for the internal use of LICENSEE and internal backup purposes only; b. provide the Product to LICENSEE’s employees and/or contractors or consultants directly related to LICENSEE’s internal use of the Product. The contractors or consultants must be under a duty of confidentiality no less restrictive than LICENSEE’s duty hereunder. The contractors or consultants must not retain the Product or copies thereof after completion of the LICENSEE’s internal project; c. store, post or process the Product in a system that is not accessible by the public; d. release hardcopy prints of Product extracts, publish Product extracts in research reports, journals, trade papers or similar publications, and post Product extracts to Internet web sites provided that such Product extracts are in a secure format that allows only printing and viewing and prohibits manipulating the Product extracts or metadata; all providing that such release, publishing or posting is solely for non-commercial uses and that the Copyright notice is conspicuously displayed alongside the Product extract; and e. subject to the prohibited uses in Section 11, to generate, reproduce and distribute any Customer Derived Products. 11. PROHIBITED USES: Except as specifically set out in Section 10 above, no license or right in or to any of the Products, or anything derived therefrom, is granted by this License. Without limiting the generality of the foregoing, LICENSEE agrees and understands that it may NOT: a. sell, lease, rent, sub-license, or transfer the Product, in any other manner whatsoever; b. reverse engineer, disassemble, decompile or adapt the Product; c. post the Product to Internet web sites in a non secure format that allows manipulation of the Product; and d. alter or remove any copyright notice or proprietary legend contained in or on the Product. LI-15398-5 V3.0 15JUN2011 Single User – Product License Page 3 of 3 12. DEFINITIONS: In this License the following terms will have the following meanings: “Customer Derived Product” means a product derived from a Data Product, provided that any Customer Derived Product is sufficiently abstracted from the underlying Data Product such that none of the data elements contained in the Data Product can be determined through any analysis, including, without limitation, reverse engineering of the Customer Derived Product. “Data Product” collectively means all data, data products and accompanying digital materials made available to LICENSEE by MDA GSI. Without limiting the generality of the foregoing, this includes products generated from synthetic aperture radar (SAR), optical, or light detection and ranging (LiDAR) sources (grid, vector or value based), including, inter alia, interferometric SAR (InSAR) deformation maps, deformation data, digital elevation models, classifications, feature extraction, change detection, as well as intermediate products and imagery such as interferograms and coherence imagery. “Derived Product” means a product derived from a Data Product by MDA GSI and provided to LICENSEE in an MDA GSI report, PowerPoint presentation or other form (in hardcopy or digital format), including but not limited to filtered data, visualizations, graphs, maps, statistics, and measurements. “Product” collectively means Data Product and Derived Product. 13. COPYRIGHT: The following copyright notice must be conspicuously displayed alongside the Product or any portion thereof: “© MDA Geospatial Services Inc. [year of creation] – All Rights Reserved”. 14. LANGUAGE: This License may be provided in English, French and Spanish. In the event of any discrepancies, omissions, or errors between the languages, the English language version shall take precedence. [END OF DOCUMENT]