Limited Use Software & Data License Agreement
LIMITED USE SOFTWARE AND DATA LICENSE AGREEMENT
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE OR INSTALL THE HARDWARE.
You (the “User”), assume full responsibility for the selection of the software and hardware provided by SIREN MARINE and their associated data, information, programs, and downloaded documents (collectively the “Software/Hardware”) to achieve his/her intended results, and for the installation, use and results obtained from the Software/Hardware.
THIS DOCUMENT STATES THE TERMS AND CONDITIONS UPON WHICH SIREN MARINE, LLC (“SIREN MARINE”) OFFERS TO LICENSE THE SOFTWARE/HARDWARE ENCLOSED AND ANY PROGRAM AND/OR HARDWARE KEY. BY DOWNLOADING AND/OR USING THIS SOFTWARE/HARDWARE, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. THE SOFTWARE/HARDWARE AS SUPPLIED BY SIREN MARINE IS LICENSED, NOT SOLD, TO YOU FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AND SIREN MARINE RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU UNDER THIS LICENSE AGREEMENT.
- License: The User acknowledges that the Software/Hardware, including, without limitation, its underlying ideas, algorithms, concepts, procedures, processes, principals and methods of operation are confidential and contain trade secrets, and User shall maintain the confidentialities thereof. User shall not disclose, or permit the disclosure of, any aspect of the Software/Hardware to any person other than User.
User acknowledges that the Software/Hardware, all intellectual property rights, and all related programs and documents are owned solely by SIREN MARINE. Without limiting the generality of the preceding sentence, the Software/Hardware, programs, documents and/or user manuals are copyrighted and may not be copied except as specifically allowed by this license for backup purposes and to load the Software on to the computer as part of executing the programs. All other copying of the Software and related user manuals are in violation of this License Agreement. The copyright protection described in this License Agreement also includes all forms and matters of copyrightable materials and information, whether or not covered by statutory or common law, or hereinafter granted including, without limitation, material generated from the Software/Hardware that are displayed on the screen such as icons and screen displays. The Software and documents may contain trade secrets and are subject to the protection of the laws of the United States, and international law, including, without limitation, Canadian law, regarding such protection.
The User acknowledges that this License Agreement, unless modified by SIREN MARINE in its sole discretion, also applies to all subsequent purchases of software, hardware, or data from SIREN MARINE, and to any updated versions of the Software/Hardware and materials, including any upgrades and enhancements related thereto. Any receipt of an updated version and the use thereof is subject to this License Agreement.
User may not sublease, assign or otherwise transfer the Software/Hardware, data or documents to any other person, including, without limitation, any business entity without the prior written consent of SIREN MARINE.
The license granted by this License Agreement allows User to: (a) use the Software/Hardware and its associated data, information, and hardware key for only on the four cell phones or email addresses designated by User upon User’s purchase of the license; (b) make copies of the software associated with the Software/Hardware together with its associated data or information in machine readable form, solely for backup purposes; and (c) physically transfer the software associated with the Software/Hardware from one computer to another provided that the program and hardware key are used on only the four cell phones or email addresses that were designated by User upon User’s purchase of the license.
SIREN MARINE may adopt and implement from time to time, without notice to User, mechanical or electronic methods and security measures that SIREN MARINE deems necessary to protect User and to control unauthorized use or distribution of the programs.
- Restrictions: (a) User may not market, distribute or transfer copies of the Software/Hardware to any other person, including, without limitation, any business entity without the prior written consent of SIREN MARINE. The Software/Hardware contains intellectual property; User may not decompile, reverse compile, reverse engineer, reverse translate, disassemble or otherwise reduce the Software/Hardware or its associated data or information to a human readable form or distribute them to any third party. USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, SELL, GIVE, LEASE OR LOAN THE SOFTWARE/HARDWARE OR ITS ASSOCIATED DATA OR INFORMATION OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE/HARDWARE, ITS ASSOCIATED DATA OR INFORMATION OR THE ACCOMPANYING WRITTEN MATERIALS. User shall immediately notify SIREN MARINE in writing of any actual or suspected infringement, misappropriation or other violation of SIREN MARINE’S intellectual property rights relating to the Software/Hardware (b) The Software/Hardware, its associated data or information and accompanying written materials are copyrighted. Unauthorized copying in any manner is expressly forbidden. User may be held legally liable for any copyright infringement that is caused or encouraged by User’s failure to abide by the terms of this License Agreement. (c) User understands that SIREN MARINE may upgrade, enhance, or revise the Software/Hardware and in doing so SIREN MARINE incurs no obligation to furnish such upgrades to User. Consequently, SIREN MARINE reserves the right to terminate this License Agreement as to such prior or future versions of the Software/Hardware.
No distributor, dealer, salesperson, employee or agent of SIREN MARINE or any other entity or person is authorized to expand or alter this License Agreement without the prior written consent of SIREN MARINE
- Termination: Except for sections 2, 4, 5 and 6, this License Agreement shall terminate automatically upon the earlier of: (a) User’s breach of User’s obligations under this License Agreement; (b) SIREN MARINE’S written termination of this License Agreement; or (c) User’s nonpayment of any outstanding monies owed to SIREN MARINE. Upon termination of this License Agreement for any reason, User will immediately discontinue the use of, and destroy, all copies of the Software/Hardware and its associated data or information and return to SIREN MARINE any and all portions of electronic media and the hardware key supplied by SIREN MARINE
- Disclaimer: SIREN MARINE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIREN MARINE, ITS DEALERS, DISTRIBUTORS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ASSOCIATES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY UNLESS AGREED TO IN WRITING BY SIREN MARINE. ANY SUCH REPRESENTATIVES WILL NOT BIND SIREN MARINE. USER ASSUMES ENTIRE RISK AS IT APPLIES TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND ITS ASSOCIATED DATA OR INFORMATION. SHOULD THE SOFTWARE AND ITS ASSOCIATED DATA OR INFORMATION BE DEFECTIVE, USER (AND NOT SIREN MARINE) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING REPAIR OR CORRECTION. SIREN MARINE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE/HARDWARE AND ITS ASSOCIATED DATA OR INFORMATION WILL MEET USER’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE/HARDWARE AND ITS ASSOCIATED DATA OR INFORMATION WILL BE UNINTERRUPTED OR ERROR-FREE. SIREN MARINE IS NOT RESPONSIBLE FOR MATTERS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF COMPUTER HARDWARE OR COMPUTER OPERATING SYSTEMS, OR FOR MATTERS RELATING TO THE INTERACTION OF PROGRAM(S) WITH NON-SIREN MARINE SOFTWARE.
- Limitation of Remedies and Liability; Indemnification of SIREN MARINE: NEITHER SIREN MARINE NOR ANY OTHER PERSON WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, PROGRAMS AND SERVICES RELATED THERETO, OR EQUIPMENT (INCLUDING COMPUTERS AND MACHINES) AND SERVICES RELATED THERETO, SHALL BE LIABLE TO USER OR ANY PARTY CLAIMING THROUGH USER FOR ANY DAMAGES OR EXPENSES OF ANY TYPE, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECT OR INDIRECT, SPECIAL OR GENERAL, ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE, PROGRAMS AND SERVICES RELATED THERETO, OR EQUIPMENT, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, TORT, UNDER ANY WARRANTY OR OTHERWISE AND WHETHER CAUSED BY DEFECT, NEGLIGENCE, BREACH OF WARRANTY, DELAY IN DELIVERY OR OTHERWISE, EVEN IF SIREN MARINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY OTHER CLAIM BY ANY OTHER PARTY. NO OBLIGATION OR LIABILITY SHALL ARISE OR FLOW FROM SIREN MARINE RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH EQUIPMENT, SIREN MARINE PROGRAMS OR SIREN MARINE SERVICES, INCLUDING BUT NOT LIMITED TO, SIREN MARINE INSTALLATION AND TRAINING SERVICES AND ANNUAL SUPPORT AND MAINTENANCE SERVICES. SIREN MARINE’S LIABILITY FOR DAMAGES IN NO EVENT SHALL EXCEED THE LICENSE FEE PAID BY USER FOR THE RIGHT TO USE THE SOFTWARE/HARDWARE.
User shall indemnify, defend and hold harmless SIREN MARINE and its officers, directors, employees, agents, subcontractors, successors and assigns (each, including SIREN MARINE, an “Indemnitee”) from and against any and all losses incurred by the Indemnitee in connection with any action by a third party to the extent that such losses arise out of or relate to any allegation of or relating to negligence, abuse, misapplication, misuse, or act or omission (including recklessness or willful misconduct) by or on behalf of User or any of its representatives with respect to the Software/Hardware or otherwise in connection with this License Agreement or relating to the use of the Software/Hardware by or on behalf of User or any of its representatives that is outside the purpose, scope or manner of use authorized by this License Agreement, or in any manner contrary to SIREN MARINE’S instructions
- General: (a) This License Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, USA; provided, however that applicable federal laws shall govern all trademarks, copyrights, patents and any other intellectual property relating to the Software/Hardware. This License Agreement has been made entirely within the USA. If any suit or action is filed by any party to enforce this License Agreement or otherwise with respect to the subject matter of this License Agreement, venue shall reside in the courts of Polk County, Florida, USA. This provision shall survive the termination of this License Agreement. No action, regardless of form arising hereunder, may be instituted by either party more than one (1) year after the event giving rise to the cause of action occurred, except that the above limitation shall not apply to the enforcement of any of SIREN MARINE’S intellectual property rights. In any such action, the prevailing party shall be entitled to its reasonable attorneys’ fees and paralegals’ fees at trial or on appeal thereof. This License Agreement shall be construed in such a fashion as to make each provision enforceable to the maximum extent possible under law. The headings in this Agreement are for reference only and do not affect the interpretation of this License Agreement. (b) User acknowledges that User has read this License Agreement, which comprises of all the terms and conditions in this License Agreement, understands each and every term and condition of it, and agrees to be bound by its terms and conditions. User agrees that this License Agreement is the complete and exclusive statement of the agreement between SIREN MARINE and User and that this License Agreement supersedes all prior and contemporaneous agreements, proposals, negotiations or discussions, oral or written, relating to the subject matter herein. No course of dealing or usage of trade or course of performance shall be relevant to explain or supplement any terms expressed herein. User further agrees that no representations or statements of any kind, including but not limited to, dealer advertising, presentations, oral or written, made by any agent or representative of SIREN MARINE which are not stated herein shall be binding on User or SIREN MARINE. Failure or delay in enforcing any right to a provision of this License Agreement shall not be deemed as a waiver of such provisions or right in respect to any subsequent breach or a continuance of any existing breach. If any provision of this License Agreement shall be held to be unenforceable by a court of competent jurisdiction, the remaining provisions will remain in force and effect and be enforced to the maximum extent permissible. (c) SIREN MARINE shall not be in default by reason of any failure of its performance under this License Agreement if such failure results, directly or indirectly, from, but not limited to, fire, explosion, strike, freight embargo, act of God, or the public enemy, war, civil disturbance, act of any government, de jure or de facto, or any agency or official thereof, labor shortage, transportation contingencies, unusually severe weather, default of a manufacturer or supplier, quarantine or restriction, epidemic or catastrophe or other similar event beyond the control of SIREN MARINE.