THIS LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND ITRAK CORPORATION FOR THE iTRAK® FleetManager™, iTRAK Fleet Executive Suite [iTRAK® Fleet Executive (iFE), iTRAK® Report Manager (iRM) or iTRAK® Fleet Status (iFS)], iTRAK Alert Software, iTRAKjava™ and iTRAK® FleetFinder™ SOFTWARE OR OTHER SOFTWARE DERIVITIVES, WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION ("LICENSED SOFTWARE"). BY INSTALLING THE LICENSED SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE LICENSED SOFTWARE.
1.1 ITRAK Corporation grants to you ("Licensee") a perpetual, nontransferable, nonexclusive, limited license to:
(a) Use the Licensed Software or the mobile application with the iFE Suite/iFM/NavView system.
1.2 Licensee acquires no right, title, or interest in or to the Licensed Software,
1.3 Licensee shall retain all rights to any independently developed software, such as applications, developed by or for Licensee.
1.4 ITRAK Corporation is under no obligation to provide maintenance, support, or upgrades for the Licensed Software.
Licensee shall reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Licensed Software to any copies of the Licensed Software or to applications created using the Licensed Software, in any form. Licensee shall have no right to use any ITRAK Corporation trademarks, trade names or trade dress absent a separate written agreement between ITRAK Corporation and Licensee. Licensee hereby understands and agrees that ITRAK Corporation is not granting any rights to ITRAK Corporation patents, copyrights, trademarks or trade secret information to Licensee by this Agreement.
Use of the Licensed Software in accordance with the terms of this Agreement may require payment of a license fee.
The grant of license notwithstanding, ITRAK Corporation may immediately terminate this Agreement and revoke the license granted to Licensee upon written notice to Licensee if Licensee fails to comply with any of the terms or conditions of this Agreement. Upon termination of this Agreement, Licensee shall immediately cease using, the Licensed Software, the license and rights granted hereunder shall expire, and Licensee shall immediately destroy or return to ITRAK Corporation the Licensed Software and all related documentation, materials or copies thereof.
5.1 The Licensed
Software is provided "AS IS" and without any warranty of any kind.
5.2 ITRAK CORPORATION DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
6.1 In no event will
ITRAK Corporation be liable for any lost revenues, data, or profits, or
special, indirect, or consequential damages, even if ITRAK Corporation has been
advised of the possibility or probability of such damages. ITRAK Corporation’s
maximum liability for damages shall be limited to the fees, if any, required
under Section 3 for the particular Licensed Software which caused the damages.
6.2 The Licensed Software is not 100% fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Licensed Software or derived binaries could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). ITRAK Corporation specifically disclaims any express or implied warranty of fitness for High Risk Activities. Licensee will not knowingly use, the Licensed Software or derived binaries for High Risk Activities and will ensure that its customers and end-users of Licensee's products are provided with a copy of the notice specified in the first sentence of this Section 6.2.
The Licensed Software is the proprietary information of ITRAK Corporation, Inc. ("Confidential Information"). Except as permitted by this Agreement, Licensee shall not disclose Confidential Information and shall use it only for purposes specifically contemplated by this Agreement. This Agreement will not affect any non-disclosure agreement between the parties.
Unless properly authorized by the U.S. Government, Licensee shall not export, re-export or transfer, whether directly or indirectly, the Licensed Software or binary derivative or direct products thereof, to any person or company who is (a) present in or controlled by a legal resident of any proscribed country listed in the U.S. Export Administration Regulations (or any equivalent thereof ), or (b) a person or entity named in the entity lists, denied persons lists or specially designated nationals lists maintained by the U.S. Government.
This Licensed Software is 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 Rights in Technical Data and Computer Software Clause as DFARS 252.227-7013 and FAR 52.227-19 as applicable. Manufacturer is ITRAK Corporation, Inc, 800 Research Drive Suite 240, Woodland Park CO 80863 USA.
Any action related to
this Agreement will be governed by