End User License Agreement
IMPORTANT
- This is an agreement (the "
Agreement
") between you, the end purchaser ("
Licensee
") and Hemisphere GNSS Inc.
("
Hemisphere
") which permits Licensee to use the Hemisphere software (the "
Software
") that accompanies this Agreement. This Software
may be licensed on a standalone basis or may be embedded in a Product. Please read and ensure that you understand this Agreement before
installing or using the Software Update or using a Product.
In this agreement any product that has Software embedded in it at the time of sale to the Licensee shall be referred to as a "
Product
". As well, in
this Agreement, the use of a Product shall be deemed to be use of the Software which is embedded in the Product.
BY INSTALLING OR USING THE SOFTWARE UPDATE OR THE PRODUCT, LICENSEE THEREBY AGREES TO BE LEGALLY BOUND BY THE TERMS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, (I) DO NOT INSTALL OR USE THE SOFTWARE, AND (II) IF YOU ARE INSTALLING AN
UPDATE TO THE SOFTWARE, DO NOT INSTALL THE UPDATE AND PROMPTLY DESTROY IT.
HEMISPHERE PROVIDES LIMITED WARRANTIES IN RELATION TO THE SOFTWARE. AS WELL, THOSE WHO USE THE EMBEDDED SOFTWARE DO SO
AT THEIR OWN RISK. YOU SHOULD UNDERSTAND THE IMPORTANCE OF THESE AND OTHER LIMITATIONS SET OUT IN THIS AGREEMENT BEFORE
INSTALLING OR USING THE SOFTWARE OR THE PRODUCT.
1.
LICENSE
. Hemisphere hereby grants to Licensee a non-transferable and non-exclusive license to use the Software as embedded in a
Product and all Updates (collectively the "
Software
"), solely in binary executable form.
2.
RESTRICTIONS ON USE
. Licensee agrees that Licensee and its employees will not directly or indirectly, in any manner whatsoever:
a.
install or use more copies of the Software than the number of copies that have been licensed;
b.
use or install the Software in connection with any product other than the Product the Software was intended to be used or
installed on as set out in the documentation that accompanies the Software.
c.
copy any of the Software or any written materials for any purpose except as part of Licensee's normal backup processes;
d.
modify or create derivative works based on the Software;
e.
sub-license, rent, lease, loan or distribute the Software;
f.
permit any third party to use the Software;
g.
use or operate Product for the benefit of any third party in any type of service outsourcing, application service, provider service
or service bureau capacity;
h.
reverse engineer, decompile or disassemble the Software or otherwise reduce it to a human perceivable form;
i.
Assign this Agreement or sell or otherwise transfer the Software to any other party except as part of the sale or transfer of the
whole Product.
3.
UPDATES
. At Hemisphere's discretion Hemisphere may make Updates available to Licensee. An update ("
Update
") means any update
to the Software that is made available to Licensee including error corrections, enhancements and other modifications. Licensee may
access, download and install Updates during the Warranty Period only. All Updates that Licensee downloads, installs or uses shall be
deemed to be Software and subject to this Agreement. Hemisphere reserves the right to modify the Product without any obligation to
notify, supply or install any improvements or alterations to existing Software.
4.
SUPPORT.
Hemisphere may make available directly or through its authorized dealers telephone and email support for the Software.
Contact Hemisphere to find the authorized dealer near you. As well, Hemisphere may make available user and technical
documentation regarding the Software. Hemisphere reserves the right to reduce and limit access to such support at any time.
5.
BACKUPS AND RECOVERY.
Licensee shall back-up all data used, created or stored by the Software on a regular basis as necessary to
enable proper recovery of the data and related systems and processes in the event of a malfunction in the Software or any loss or
corruption of data caused by the Software. Licensee shall assume all risks of loss or damage for any failure to comply with the foregoing.
6.
OWNERSHIP.
Hemisphere and its suppliers own all rights, title and interest in and to the Software and related materials,
including all intellectual property rights. The Software is licensed to Licensee, not sold.
7.
TRADEMARKS
. "Hemisphere GNSS", "Outback Guidance", "BEELINE", "Crescent", "Eclipse" and the associated logos are trademarks of
Hemisphere. Other trademarks are the property of their respective owners. Licensee may not use any of these trademarks without the
consent of their respective owners.
8.
LIMITED WARRANTY
. Hemisphere warrants solely to the Licensee, subject to the exclusions and procedures set forth herein below,
that for a period of one (1) year from the original date of purchase of the Product in which it is embedded (the "Warranty Period"),
the Software, under normal use and maintenance, will conform in all material respects to the documentation provided with the
Software and any media will be free of defects in materials and workmanship. For any Update, Hemisphere warrants, for 90 days from
performance or delivery, or for the balance of the original Warranty Period, whichever is greater, that the Update, under normal use
and maintenance, will conform in all material respects to the documentation provided with the Update and any media will be free of
defects in materials and workmanship. Notwithstanding the foregoing, Hemisphere does not warrant that the Software will meet
Licensee's requirements or that its operation will be error free.
9.
WARRANTY EXCLUSIONS
. The warranty set forth in Section (8) will not apply to any deficiencies caused by (a) the Product not being
used as described in the documentation supplied to Licensee, (b) the Software having been altered, modified or converted in any
way by anyone other than Hemisphere approved by Hemisphere, (c) any malfunction of Licensee's equipment or other software, or
(d) damage occurring in transit or due to any accident, abuse, misuse, improper installation, lightning (or other electrical discharge)
or neglect other than that caused by Hemisphere. Hemisphere GNSS does not warrant or guarantee the precision or accuracy of
positions obtained when using the Software (whether standalone or embedded in a Product). The Product and the Software is not
intended and should not be used as the primary means of navigation or for use in safety of life applications. The potential
