on Software, Documentation or Related Materials; or (9) use the Software to create an Application intended solely to duplicate functionality of an
existing CalAmp end user software product.
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Use Licenses:
For each Server or Site License purchased, CalAmp grants the Customer the right to distribute Applications on a single Server or
at a single Site, as the case may be, accessible to the number of individual
users (not concurrent users) for which the Server or Site License has been purchased as evidenced by a CalAmp License Certificate. For each Use
License purchased, as evidenced by a CalAmp License Certificate, CalAmp
grants the Customer the right to distribute a single Application to a single User. In no circumstance may Customer distribute an Application under
a site license or concurrent use license unless a comparable license has been
purchased for the Software as evidenced by a CalAmp License Certificate. Customer agrees that distribution of an Application to a User will in
all cases be accompanied by a license agreement containing at a minimum
terms and conditions substantially similar to and at least as restrictive as the following:
The User may not (1) Make derivative works including but not limited to translations, adaptations, arrangements or any other alteration of the
Application or make copies of the Application, except one backup copy may be
made for each legally obtained copy of the Application, provided that all CalAmp and third party licensor information — including copyright
notices — are maintained and possession of the copy is retained in a secure
location; (2) Allow access to the Application for unlicensed users; (3) Rent, lease, sublicense or lend the Application or its rights under the
license; (4) Alter, decompile, disassemble or reverse engineer the Application; (5)
Make any attempt to unlock or bypass any initialization system or encryption technique utilized by the Application; or (6) Alter, remove or
obscure any proprietary legend, copyright or trademark notice contained in or on
the Application.
The User agrees to use reasonable efforts to protect the Application from unauthorized use, reproduction, distribution or publication.
Audit:
Customer shall keep records of all transactions involving Software for five (5) years after the transaction. CalAmp shall have the right
upon written notice to audit Customer’s records to verify compliance with this
License including the number of Use Licenses granted by Customer. Audit may take place at Customer’s place or business during normal
working hours. In the event that there is a discrepancy in excess of five percent (5%)
between the number of Use Licenses granted and the number paid for, Customer shall pay all costs related to performing the audit in addition to
remitting payment for those licenses granted in excess of those paid for as
evidenced by a CalAmp License Certificate.
General:
This Agreement represents our entire understanding and agreement regarding the Software, Software Copies, Documentation,
Documentation Copies and Related Materials and supersedes any prior purchase
order, communication, advertising or representation and may only be modified in a written amendment signed by an authorized CalAmp
representative or by a specific prior or subsequent written agreement between the
parties. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable
from, and shall in no way affect the validity or enforceability of, the remaining
provisions.
11 Limited Warranty
Covering the Physical Media and Printed Materials:
CalAmp warrants to you, the original licensee, that the media on which the Software is
recorded are free from defects in materials and workmanship under normal use
and service FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF DEVELOPER LICENSE PURCHASE. CalAmp’s entire liability
and your exclusive remedy as to defective media, Documentation or Related
Material(s) shall be replacement of the media, Documentation or Related Material(s) by CalAmp. Each defective item, along with proof of
license purchase and date, must be sent in a traceable manner to: CalAmp DataCom
Inc., 15635 Alton Pkwy #250, Irvine, CA 92618.
Disclaimer Regarding the Software, Documentations and Related Materials:
THE SOFTWARE, DOCUMENTATION AND RELATED
MATERIALS ARE PROVIDED “AS IS.” EXCEPT AS MAY OTHERWISE BE
EXPRESSLY SET FORTH HEREIN, CALAMP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE, DOCUMENTATION OR RELATED
MATERIALS INCLUDING BY WAY OF EXAMPLE, AND NOT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER
EXAMPLE AND NOT LIMITATION, CALAMP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF
THE DOCUMENTATION OR THE RELATED MATERIALS. THE ENTIRE RISK AS TO THE USE OF THE SOFTWARE,
DOCUMENTATION AND RELATED MATERIALS IS ASSUMED BY YOU. IN NO
EVENT SHALL CALAMP BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE
EFFECTIVENESS OR ACCURACY OF THE SOFTWARE, DOCUMENTATION OR
RELATED MATERIALS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR
OCCASIONED BY YOUR USE OF THE SOFTWARE, DOCUMENTATION
OR RELATED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING IS
FOUND BY A COURT OF COMPETENT JURISDICTION TO BE
INEFFECTIVE, YOU HEREBY AGREE THAT CALAMP’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION
WITH THE SOFTWARE, DOCUMENTATION AND/OR RELATED
MATERIALS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL NOT
EXCEED THE LICENSE FEES PAID BY YOU WITH RESPECT TO THE
SOFTWARE, DOCUMENTATION AND/OR RELATED MATERIALS AT ISSUE. SOME STATES DO NOT ALLOW THE LIMITATION
OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THE FOREGOING PROVISION, WITH RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES, MAY NOT APPLY TO YOU.
