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HomeMy WebLinkAboutC12-307 Clever Devics End User Software License Agreement Clever Devices End User Software License Agreement Notice to User: IMPORTANT — READ CAREFULLY: This Clever Devices, Ltd. End -User License Agreement ( "EULA ") is a legal agreement between "you" (an individual or entity who is the registered user of the Software Product and its authorized employees) and Clever Devices, its suppliers and licensors. This EULA governs the software that accompanies this EULA (the "Software Product "). The Software Product may contain embedded or pre - loaded software or other software provided on media such as a floppy disk, tape, diskette, CD or DVD. Further, the Software Product may include third party software which Clever Devices does not own but is licensed to distribute. The terms of this EULA apply to any such third party software unless an additional license agreement pertaining to the third party software is enclosed, in which case the terms of such license applies to the third party software. By installing, copying, downloading, accessing or otherwise using the Software Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you are not licensed to use the Software and you must return any tangible copies of the Software Product in your possession and control to Clever Devices. Software Product License • Grant of License. Subject to all the terms and conditions of this EULA, Clever Devices hereby grants you a non - transferable, non - exclusive license to use one (1) copy of the Software Product, in object code form only, on a single CPU. • Restrictions on Use. You may not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software Product (including without limitation communication protocols used by the Software); (ii) modify, translate, or create derivative works based on the Software Product; (iii) copy (except for archival purposes), rent, lease, resell, sublicense, distribute, assign, or otherwise transfer rights to the Software Product, except as otherwise provided herein; (iv) use the Software Product for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) use or allow the transfer, transmission, export, or re -export of the Software Product in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency; or (vi) remove any proprietary notices or labels on the Software Product. • Dual Media. You may receive the Software Product in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single computer. You may not use or install the other medium on another computer. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer of the Software Product as provided herein. • Beta Release or Pre - Release Versions. In the event the Software Product is a beta release or pre- release version, the terms of this section and this EULA in its entirety shall apply. Your license to use the Software Product shall expire on the date set forth in the Beta Site Agreement signed by you or, in the absence of such agreement, 120 days after installation. The Software Product you are receiving may contain more or less features than the commercial release of the software Clever Devices ultimately intends to distribute. While Clever Devices intends to distribute a commercial release of the Software Product, Clever Devices reserves the right at any time not to release a commercial release of the Software Product or, if released to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release or pre - release versions may not be suitable for production use and may contain errors affecting their proper operation. In the event the beta or pre - release Software Product was provided to you at no charge, for purposes of the total liability limitation set forth in the section entitled "Limitation of Liability" the "amount actually paid by you" shall be deemed to be the Clever Device's list price for the Software Product, or other amount as expressly stated in any Beta Site Agreement signed by you and Clever Devices. Demo Software Product. In the event the Software Product has been provided as a demonstration copy of the Software Product, whether for a fee or at no charge, the terms of this section and this EULA in its PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited, unless otherwise required by law. Page 1 of 3 e Clever Devices End User Software License Agreement entirely shall apply. Your license to use the Software Product shall expire 120 days after installation. In the event the demonstration copy of the Software Product was provided to you at no charge, for purposes of the total liability limitation set forth in the section entitled "Limitation of Liability" the "amount actually paid by you" shall be deemed to be the Clever Devices' list price for the Software Product. • Updates and Upgrades. Updated or upgraded versions of the Software Product may be created or issued by Clever Devices from time to time. If the Software Product is an update or upgrade of a Clever Devices product, you are bound by the terms of this EULA and may only use that updated or upgraded Software Product in accordance with this EULA. Clever Devices may, at its sole discretion, require the installation of software updates or upgrades to maintain the warranty provisions contained herein. • Downgrades. Instead of installing and using the Software Product, you may install and use one copy of an earlier version of the Software Product on a single CPU. Your use of such earlier version shall be governed by this EULA, where applicable, and your rights to use such earlier version shall terminate when you install the current version of the Software Product. • Software Transfer - Internal transfer. You may move the Software Product to a different system as long as you permanently remove the software from the initial system. • Consent to use of Data. You agree that Clever Devices may obtain and use data collected as part of the support services provided to you, if any, related to the Software Product. Clever Devices may use this data to improve our products or to provide customized services or technologies to you and will not disclose this information to third parties without your written consent. • Intellectual Property, Trademark and Copyright. This EULA does not grant you any rights in connection with any trademarks of Clever Devices, its suppliers or licensors. All right, title, interest and copyrights in and to the Software Product (including but not limited to any images, photographs, animations, video audio, music, text and "applets" incorporated in the Software Product), the accompanying printed materials and any copies of the Software Product are owned by Clever Devices, its suppliers or licensors. All title and intellectual property rights in and to the content which may be accessed through use of the Software Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. You may not copy the printed materials accompanying the Software Product. You must keep the Software Product free and clear of any liens, claims or encumbrances. • Confidentiality. You acknowledge that the Software Product and any accompanying printed materials contain proprietary and confidential property of Clever Devices and /or Clever Devices' suppliers and licensors (collectively, "Confidential Information "). You will not disclose provide or otherwise make available any such Confidential Information to any third parties. • U.S. Government Restricted Rights. The Software Product and documentation are provided with RESTRICTED RIGHTS. With respect to any acquisition of the Software Product by or for any unit or agency of the United States Government ( "Government "), the Software Product shall be classified as "commercial computer software," as that term is defined in the applicable provisions of the Federal Acquisition Regulation ( "FAR ") and supplements thereto, including the Department of Defense (DoD) FAR Supplement ( "DFARS "). The Software Product was developed entirely at private expense and no part of the Software Product was first produced in the performance of a Government contract. If the Software Product is supplied for use by DoD, the Software Product is delivered subject to the terms of this EULA and either (i) in accordance with DFARS 227.7202 -1(a) and 227.7202 -3(a) or (ii) with restricted rights in accordance with DFARS 252 -227- 7013 (Oct. 1988), as applicable. If the Software Product is supplied for use by Government agency other than DOD, the Software Product is restricted computer software delivered subject to the terms of this EULA and (i) FAR 12.212; (ii) FAR 52.227 -19; or (iii) FAR 52.227 -14, as applicable. The contractor /manufacturer is Clever Devices, Ltd., 137 Commercial Street, Plainview, NY 11803. Limited Warranty and Disclaimer. • Limited Warranty. Clever Devices warrants that (a) The Software Product will perform substantially in PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited, unless otherwise required by law. Page 2 of 3 ac Devices End User Software License Agreement accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any hardware accompanying the Software Product will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on Clever Devices software and hardware, if any, are limited to ninety (90) days and one year, respectively. • Customer Remedies. Clever Devices and its suppliers' entire liability and your exclusive remedy shall be, at Clever Devices option, either (a) return of the price paid, or (b) repair or replacement of the software or hardware that does not meet Clever Devices Limited Warranty and which is returned to Clever Devices with a copy of your documentation of receipt. This Limited Warranty is void if failure of the software or hardware has resulted from accident, abuse, or misapplication. Any replacement software or hardware will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Clever Devices are available without proof of purchase from an authorized international source. There are some Clever Devices software and hardware sold together as a system and are configured for proper operation. These systems are not intended for use with any other commercially available or custom hardware and software. Installation of any other software onto the hardware, changes to computer hardware configuration, changes or deletion of specific product related software and operating system configuration without the written approval of Clever Devices will void the warrantee. Use of the system for any other applications aside from the specific contracted product will void the warrantee. No Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEVER DEVICES AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF PRODUCT, AND ANY ACCOMPANYING HARDWARE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE /JURISDICTION TO STATE /JURISDICTION. General Provisions • Term and Termination. This EULA and all licenses will terminate if you fail to comply with the terms and conditions of this EULA. Upon notice of termination, or if a license ceases to be effective, you shall immediately, at Clever Devices' option, destroy, or return to Clever Devices at your expense, the Software Product, all copies thereof, any updates, and all Clever Devices documentation and materials. Clever Devices Ltd. Eagle County Regional Transportation Authority 300 Crossways Park Drive 3289 Cooley Mesa Road Woodb ry, NY 11797 Gypsum, CO 81637 ■ By: William . 4011061.0. • • By:_ _ ,_ Title: Program Manager Title: •,, i�!CQ✓ta�tt� Date: 9/06/12 Date: ��////7... PROPRIETARY This document contains information which is proprietary to Clever Devices Ltd. Use or disclosure of any material contained herein without the written consent of Clever Devices Ltd. is strictly prohibited, unless otherwise required by law. Page 3 of 3