Software License Agreement
GigaTrak, an Illinois corporation (“GigaTrak), grants to you (“Licensee”) a non-exclusive, non-transferable (except as otherwise specifically provided herein), perpetual license to use the Software (as herein defined) solely for Licensee’s internal use, limited to only one PC owned by Licensee (unless otherwise agreed upon in writing by GigaTrak). The Software consists of GigaTrak’s proprietary standard software modules and tools, and includes all tangible and intangible portions thereof, including without limitation machine readable object code, user manual and other documentation, the look and feel of the software operation, and ideas and concepts contained therein (herein collectively referred to as the "Software").
Neither this License Agreement nor any of the rights or obligations contained herein shall be assigned, subleased or otherwise transferred, whether voluntarily, involuntarily, in bankruptcy, by operation of law or otherwise, by Licensee without the written consent of GigaTrak, which consent shall not unreasonably be withheld, except to an entity controlled by, controlling or under common control with Licensee or to any purchaser of or successor to all or substantially all of Licensee’s business; and any attempted assignment, sublicense or transfer to the contrary shall be null and void and of no effect. All portions of the Software constitute confidential proprietary information and trade secrets belonging or licensed to GigaTrak. Licensee shall treat all portions of the Software as confidential and shall not in any manner disclose or make available all or any portion of the Software to any third party. Licensee shall not copy any portion of the Software, whether on computer media, hard copy, or otherwise, except as may actually be necessary for back-up or archival purposes for Licensee’s use of the Software. Licensee shall not remove any copyright notices included in the Software and shall reproduce the notices on any copy Licensee may make of any portion of the Software and on the Software transfer and storage media. Licensee will not, and will not permit others to, decompile, disassemble or reverse engineer any portion of the Software. Licensee may be liable to GigaTrak for up to ten times the current license fee (or as limited by state or local laws) of the Software for each occurrence of unlicensed usage that violates this License Agreement. This does not preclude potential liability for copyright infringement and other legal claims.
Limitations on Warranty and Liability
GigaTrak warrants to Licensee that for a period of ninety (90) days from and after shipment of the Software to Licensee, or such longer term as stated on the Cover Page hereof and paid for by Licensee (the “Warranty Period”), all media on which delivered copies of the Software is recorded will be free from defects in materials and workmanship. GigaTrak's sole and exclusive obligation under this warranty, and Licensee’s sole and exclusive remedy therefore, shall be, at GigaTrak’s option and free of charge to Licensee, to repair or replace any item of computer media returned to it by Licensee within the Warranty Period that GigaTrak reasonably determines to be defective in breach of the foregoing warranty. This warranty does not cover misuse, abuse, neglect, damage incurred during shipping or storage, or any modifications by anyone other than an authorized representative of GigaTrak.
Except as expressly provided herein, GIGATRAK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SOFTWARE, THE USE OF THE SOFTWARE OR ANY MATTER RELATING THERETO, AND ALL OTHER WARRANTIES, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. Licensee acknowledges that the Software may not satisfy all of Licensee’s requirements and its operation may not be uninterrupted or error free, and that GigaTrak disclaims any warranties with respect thereto. Licensee further acknowledges having investigated the Software to its satisfaction and has determined to its own satisfaction that the Software as described in the associated documentation is suitable for its purposes, and that the correctness and usability of the output of the Software is Licensee’s sole responsibility.
GigaTrak 's sole and exclusive aggregate monetary liability to Licensee for any matter arising out of this License Agreement, the Software, or the use of the Software in any manner, whether in contract, tort (including negligence) or otherwise, and regardless of the nature of the claim or form of action relating thereto, shall be in no event more than the license fee paid by Licensee hereunder. Notwithstanding the foregoing, GigaTrak shall not be liable to Licensee for damages for injury, including death, to any person or for any claims of any kind by a third party. IN NO EVENT SHALL GIGATRAK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FORESEEN OF FORESEEABLE (INCLUDING WITHOUT LIMITATION FOR ANY LOSS OF BUSINESS OR PROFITS), EVEN IF GIGATRAK WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH CLAIM IS BASED UPON THEORIES OF CONTRACT OR TORT (INCLUDING STRICT LIABILITY).
The Software and included documentation is subject to change. GigaTrak reserves the right to update, modify and enhance the Software and documentation without notice.
Installation of the enclosed Software constitutes agreement with these terms and conditions.