Home > Products > License Agreement License Agreement [ Quantum-SI | QSI Design Kits | Quantum Channel Designer | License Agreement ] SIGNAL INTEGRITY SOFTWARE, INC. LICENSE AGREEMENT REVISION 012004 *** IMPORTANT *** This LICENSE AGREEMENT (the "Agreement") is a legal agreement between the end user's company (the "Licensee") licensing the software and Signal Integrity Software, Inc., its affiliates and subsidiaries (collectively "Licensor"). Accordingly, do not download or install this software unless you are authorized by Licensee to do so. This Agreement is part of a package (the "Package") that also includes, as applicable, executable files that Licensee may download or a CD-ROM (both referred to herein as the "Software") and certain written materials (the "Documentation"). Any patch, update, upgrade, modification or other enhancement provided by Licensor with respect to the Software or the Documentation shall be included within the meanings of those terms, for the purposes of this Agreement, except to the extent expressly provided below. BY DOWNLOADING OR INSTALLING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. LICENSEE UNDERSTANDS THAT, IF THE PACKAGE WAS PURCHASED FROM AN AUTHORIZED RESELLER OF LICENSOR, THAT RESELLER IS NOT LICENSOR'S AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, ON LICENSOR'S BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. If Licensee does not agree to the terms of this Agreement, promptly return the entire Package within 15 days to the place where it was obtained from for a full refund. If Licensee should have any difficulty in obtaining such refund, please contact Licensor at 978-461-0449 or 6 Clock Tower Place, Suite 250, Maynard, MA 01754. LIMITED LICENSE: Licensee is entitled to use this Software for its own use, but may not sell or transfer reproductions of the Software or Documentation to other parties in any way. Use of this product is subject to terms outlined in the purchase order(s) signed by Licensee. An evaluation of this Software is limited to 30 days unless written permission from Licensor is obtained. A term license is limited to the length of time indicated on Licensee purchase order(s). A fully paid-up license or perpetual license gives Licensee a perpetual right to use the Software version purchased as long as Licensee complies with this license agreement. Licensee is entitled to use product updates distributed during the maintenance agreement. In the event that Licensee maintenance agreement is not renewed, Licensee is entitled to use the latest software version available at the expiration of that maintenance agreement. Use of this software is constrained to the purchasing site geographic location unless otherwise expressly stated in your purchase order(s). For each license purchased, Licensee may use one copy of the Software on a single terminal connected to a single computer at the same time. OWNERSHIP; COPYRIGHT: Title to the Software and the Documentation, and patents, copyrights and all other property rights applicable thereto, shall at all times remain solely and exclusively with Licensor and its licensors, and Licensee shall not take any action inconsistent with such title. The Software and the Documentation are protected by United States, Canadian and other applicable laws and by international treaty provisions. Any rights not expressly granted herein are reserved to Licensor and its licensors. OTHER RESTRICTIONS: Licensee may not cause or permit the disclosure, copying, renting, licensing, sublicensing, leasing, dissemination or other distribution of the Software or the Documentation by any means or in any form, without the prior written consent of Licensor. Licensee may not use the Software to conduct a service bureau or similar business for the benefit of third parties. Licensee may not modify, enhance, supplement, create derivative work from, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software to human readable form. LIMITED PRODUCT WARRANTY: Licensor warrants for a period of thirty (30) days following original retail purchase of this copy of the Software that the Software is free from substantial errors or defects that will materially interfere with the operation of the Software as described in the Documentation. This limited warranty: (i) applies to the initial purchaser only and may be acted upon only by the initial purchaser; and (ii) does not apply to any patch, update, upgrade, modification, or other enhancement provided by Licensor with respect to the Software or the Documentation or to any third party software provided by Licensor at no extra charge as part of the Package, which are provided on an AS IS BASIS ONLY. EXCEPT AS STATED HEREIN, LICENSOR AND ITS LICENSORS MAKE NO OTHER WARRANTY OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THIS SOFTWARE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If Licensee believes it has found any such error or defect in the Software during the warranty period, Licensee may (i) call Licensor's Support Department at 978-491-0449 between the hours of 9:00 a.m. and 5:00 p.m Monday through Friday (Eastern Time); or (ii) send the original CD-ROM disc, or, if applicable, the executable files that Licensee downloaded, to Licensor at 6 Clock Tower Place, Suite 250, Maynard, MA 01754, together with a dated proof of purchase, Licensee's Purchase Order number, a brief description of such error or defect and the address to which the corrected Software is to be returned. If Licensee has a problem resulting from a manufacturing defect in the Software, Licensor's and its licensors' entire liability and Licensee's exclusive remedy for breach of this limited warranty shall be the replacement of the Software, within a reasonable period of time and without charge, with a corrected version of the Software. INFRINGEMENT WARRANTY: Licensor warrants that (a) it has the power and authority to enter into this Agreement with Licensee; and (b) its Software, Documentation and Licensing do not infringe on any existing patents or third party intellectual property rights. INDEMNIFICATION: Licensor agrees to defend, indemnify and hold harmless Licensee against all claims brought against Licensee arising out of, or relating to, or by reason of any action or failure to act by Licensor (whether negligent or intentional) or breach by Licensor of its obligations under this Agreement as defined in "Infringement Warranty" above. a. Licensor's aggregate liability for breach of its obligations under this Agreement as defined in "Infringement Warranty" above shall not exceed the purchase price of this package. b. If Licensee's license to or use of the Software, as permitted under this Agreement, is enjoined, Licensor must, at Licensor's expense, in its sole discretion, perform one of the following: i. procure for Licensee the continued right to use the Software; or ii. replace the Software with equivalent non-infringing Software, or iii. modify the Software so it becomes non-infringing; or iv. remove the Software and refund to Licensee an amount equal to the total compensation paid by Licensee to Licensor hereunder for the affected Software. c. Licensee will notify Licensor in writing of any claims actually known to Licensee, and will provide Licensor with commercially reasonable information, assistance, and authority for Licensor's handling and defense of the claim, all at Licensor's expense. LIMITATION OF LIABILITY EXCEPT FOR LICENSOR'S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, LICENSOR AND ITS LICENSORS SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES, EVEN IF LICENSOR OR ITS LICENSORS ARE ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR'S AND ITS LICENSORS' AGGREGATE LIABILITY EXCEED THE PURCHASE PRICE OF THIS PACKAGE. ANY UPDATED SOFTWARE WHICH IS PROVIDED IN TERMS OF A MAINTENANCE OR SERVICE PACKAGE/AGREEMENT ARE SUBJECT TO THE TERMS OUTLINED IN THAT AGREEMENT. IN NO EVENT SHALL LICENSOR'S AND ITS LICENSOR'S AGGREGATE LIABILITY EXCEED THE PURCHASE PRICE OF THAT MAINTENANCE OR SERVICE PACKAGE/AGREEMENT. GENERAL: This Agreement constitutes the entire understanding between Licensor and Licensee with respect to subject matter hereof. Any change to this Agreement must be in writing, signed by Licensor and Licensee. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Licensor in writing. Licensee shall be responsible for and shall pay, and shall reimburse Licensor on request if Licensor is required to pay, any sales, use, value added (VAT), consumption or other tax (excluding any tax that is based on Licensor's net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Package. EXPORT AND IMPORT COMPLIANCE: In the event Licensee exports the Software or the Documentation from the country in which Licensee first received it, Licensee assumes the responsibility for compliance with all applicable export and re-export regulations, as the case may be. GOVERNMENT RESTRICTED RIGHTS: The Software and Documentation are "commercial computer software" or "commercial computer software documentation." Absent a written agreement to the contrary, the U.S. Government's rights with respect to such Software or Documentation are limited by the terms of this Agreement, pursuant to FAR ' 12.212(a) and/or DFARS ' 227.7202-1(a), as applicable. GOVERNING LAW; ARBITRATION: This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of the Commonwealth of Massachusetts, U.S.A., excluding (a) its conflicts of laws principles; (b) the United Nations Convention on Contracts for the International Sale of Goods; (c) the 1974 Convention on the Limitation Period in the International Sale of Goods (the "1974 Convention"); and (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Any dispute, controversy or claim arising out of or relating to this Agreement or to a breach hereof, including its interpretation, performance or termination, shall be finally resolved by arbitration. The arbitration shall be conducted by three (3) arbitrators, one to be appointed by Licensor, one to be appointed by Licensee and a third being nominated by the two arbitrators so selected or, if they cannot agree on a third arbitrator, by the President of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English and in accordance with the commercial arbitration rules of the AAA. The arbitration, including the rendering of the award, shall take place in Boston, Massachusetts, and shall be the exclusive forum for resolving such dispute, controversy or claim. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. Notwithstanding anything contained in this Paragraph to the contrary, Licensor shall have the right to institute judicial proceedings against Licensee or anyone acting by, through or under Licensee, in order to enforce Licensor's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.      Home | Contact © 2002-2007 Signal Integrity Software, Inc.