WatchMaster
®
IP Elite User Manual
ii
DRS RSTA, INC.
END USER LICENSE AGREEMENT
FOR
WATCHMASTER
®
FAMILY OF PRODUCTS SOFTWARE
THIS LICENSE AGREEMENT IS PROOF OF YOUR RIGHT TO USE THE WATCHMASTER
®
SOFTWARE CONTAINED IN THE
DRS WATCHMASTER
®
FAMILY OF PRODUCTS (THE “PRODUCTS”) AND PROVIDES ADDITIONAL INFORMATION
CONCERNING DRS' LIMITED WARRANTY AND LIMITATIONS OF LIABILITY. PLEASE READ IT CAREFULLY. BY
ACCEPTING OR USING THE PRODUCTS, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
LICENSE AGREEMENT.
This License Agreement (hereinafter the "Agreement") is between you (either an individual or an entity) and DRS RSTA,
Inc. and/or its affiliates ("DRS"). DRS is willing to grant you the following rights to use the WATCHMASTER
®
SOFTWARE incorporated in or supplied with the Products (collectively, the "DRS Software") only if you agree to be
bound by all of the terms and conditions of this Agreement. By accepting or using the Products, you agree to be bound by
all the terms and conditions of this Agreement. If you do not agree to be bound by all of the terms and conditions of this
Agreement, DRS is unwilling to grant you any rights to use the DRS Software; instead you must promptly return the
Products to DRS for a full refund or to the authorized reseller that provided you with the Products.
1.
OWNERSHIP
: The DRS Software is and shall remain a proprietary product of DRS or its licensors and you hereby acknowledge and agree that
the DRS Software embodies valuable trade secrets proprietary to DRS and/or its licensors. All patents, copyrights, trademarks, trade names, trade
secrets and other proprietary rights relating to or residing in the DRS Software shall be owned or licensed exclusively by DRS. Except for the
license provided in Section 2, you shall have no right, title or interest in or to the DRS Software. The DRS Software is licensed, not sold, to you for
use only under the terms and conditions of this Agreement. Furthermore, you agree to be bound by the terms and conditions of this Agreement with
respect to any and all upgrades or updates to the DRS Software provided to you by DRS or the authorized reseller that provided you with the
Products.
2.
GRANT OF LICENSE
: Subject to your full compliance with all terms and conditions set forth in this Agreement, DRS grants you a non-
transferable (except as specifically set forth in this Section) non-exclusive, restricted right to use the DRS Software as incorporated in or supplied
with the Products and solely in connection with the use of the Products. You may make a reasonable number of back-up copies of the DRS
Software. You understand that DRS may update the DRS Software at any time and in doing so incurs no obligation to furnish such updates to you
pursuant to this Agreement. You may transfer the license to use the DRS Software only in connection with a sale or transfer of the Products and
only as included with the Products and not on a stand-alone basis, provided the buyer or transferee agrees in writing to be bound by all the terms and
conditions of this Agreement.
3.
RESTRICTIONS/LIMITATIONS
: Except as expressly authorized in Section 2, you may not use, copy, modify, create derivative works of,
distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, or disclose the DRS Software, in whole or in part, at any time for any reason,
nor permit any other party to do any of the foregoing. You specifically agree that you will not provide access to the DRS Software to any person or
party other than for the intended use of the DRS Software as authorized hereunder. You may not remove from the DRS Software, or alter, any of the
trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the DRS Software. You may not
install or use the DRS Software on any product other than the Products. You specifically agree not to reverse engineer, decompile, disassemble, or
reverse translate the DRS Software or any part thereof. The license granted in Section 2 shall immediately terminate if you use the DRS Software in
a manner that exceeds the scope of the license granted hereunder and/or upon any breach of the terms and conditions of this Agreement.
4.
LIMITED WARRANTY
: DRS does not warrant that the functions contained in the DRS Software will meet your requirements or that the DRS
Software will be uninterrupted or error-free. DRS warrants that for a period of twenty-four (24) months from the original shipment date that the
DRS Software will perform substantially as described in the applicable Software User Manual during normal use. This limited warranty is void if
failure of the DRS Software to conform to the warranty has resulted from improper installation, testing, misuse, neglect, accident, fire or other
hazard, or any breach of this Agreement.
5.
LIMITED REMEDIES
: In the event of a breach of the foregoing limited warranty, DRS will, at its own expense, use commercially reasonable
efforts to promptly and diligently correct all issues with the DRS Software (except those classified as Class 3 issues, which means cosmetic and
minor anomalies; functionality is impaired). DRS's sole and exclusive obligation and your sole and exclusive remedy shall be, at DRS's sole
discretion, to repair or replace the nonconforming DRS Software.
6.
NO OTHER WARRANTIES
: OTHER THAN THE FOREGOING LIMITED WARRANTY, DRS HEREBY EXPRESSLY DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF
IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU, IN WHICH CASE THE DURATION OF ANY
SUCH IMPLIED WARRANTIES IS LIMITED TO SIXTY (60) DAYS FROM THE DATE THE PRODUCTS IS RECEIVED BY YOU.
7.
INTELLECTUAL PROPERTY
: Up to the aggregate limit specified in Section 8 below, DRS shall indemnify, defend and hold you harmless
against and pay all costs and damages awarded against you resulting from a claim that the DRS Software infringes any U.S. patent or copyright or
misappropriates a U.S. trade secret, provided that you (a) provide DRS with written notice of such claim within thirty (30) days of being notified of
the claim; (b) allow DRS to exclusively control the defense and/or settlement of such claim; and (c) provide any information, authority and
assistance that DRS reasonably deems necessary for the defense and/or settlement of any such claim, provided that any reasonable costs and
expenses incurred by you in providing such information and assistance will be reimbursed by DRS. You agree not to consent to any judgment or
decree or do any other act in compromise of any such claim without first obtaining DRS's written consent. In any action based on such a claim, DRS
may, in its sole discretion and at its own expense, either: (1) procure for you the license right to continue using the DRS Software; or (2) replace or
modify the DRS Software to avoid the claim. If neither of the foregoing is reasonably practicable, DRS may terminate the license and refund the
license amount paid. DRS will not be liable for any costs or expenses incurred by you in connection with any claims subject to the terms of this
Section without the prior written authorization by DRS. Notwithstanding the provisions of this Section, DRS assumes no liability or obligation to
indemnify for any infringement or misappropriation claim of any kind arising from: (a) use or combination of the DRS Software with other software
or products not provided by DRS, if such infringement claims would not have arisen with respect to the DRS Software standing alone, or (b) any
modifications, enhancements or revisions to the DRS Software unless made or approved in writing by DRS. The foregoing provisions state the
entire liability and obligations of DRS and the sole and your exclusive remedy with respect to any actual or alleged infringement or
misappropriation of any intellectual property rights regarding or involving the DRS Software.
8.
LIMITATION OF LIABILITY
: THE AGGREGATE LIABILITY OF DRS OR ITS SUPPLIERS IN CONNECTION WITH THIS
AGREEMENT AND THE DRS SOFTWARE, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY
(WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO DRS OR RESELLER
FOR THE PRODUCTS, OR USD $100,000.00, WHICHEVER IS LESS. NEITHER DRS NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU
FOR ANY INDIRECT, EXEMPLARY, SPECIAL (INCLUDING PUNITIVE OR MULTIPLE), CONSEQUENTIAL OR INCIDENTAL
