Licensing Agreement
Please read carefully the following terms and conditions.
This agreement is made between the Purchaser, (hereinafter USER), and NDT Systems, Inc. (hereinafter NDT) for the licensing of
TG-110-DTPW. TG-110-DTPW has only commercial use and the terms of this agreement including the disclaimers and limitations are
expressly part of the bargain on which the license to use TG-110-DTPW is granted. Use of TG-110-DTPW indicates the USER’S acceptance of
the terms and conditions of this licensing agreement.
I. License
a)
Specifications: TG-110-DTPW substantially conforms to and performs in accordance with the specifications and written
documentation provided with TG-110-DTPW.
b)
License Rights: This Licensing Agreements grants to USER a nonexclusive, nontransferable right to use this software.
c)
Restrictions: The software relating to TG-110-DTPW is copyrighted under the laws of the United States with copyright
registration pending. Title to TG-110-DTPW and all variations rests with NDT. USER may not rent or lease TG-110-DTPW
without written consent of NDT. At the end of the term of this license, USER shall destroy all archival copies. User shall not
reverse engineer, decompile or disassemble the software.
d)
Trade Secret: NDT claims the Source Code to TG-110-DTPW and all variations thereof as a trade secret. User, it’s
employees, agents and assigns are obligated to maintain the secrecy of that source code.
II. Warranties and Limitations
a)
Hardware: This software is designed to be used only with IBM compatible computers using Windows
operating systems. NDT is not responsible for damage, injury to persons or equipment or monetary loss resulting
from use of this software with any other equipment.
b)
NDT warrants this software will substantially conform to and perform in accordance with the accompanying
specifications and other documentation. NDT further warrants the disk on which program is recorded to be free from defects
in materials and workmanship under normal and recommended use and serviced for 120 days from delivery and will replace
any disk which is defective during that period.
c)
Disclaimer: As part of the bargain in entering into this Licensing Agreement NDT expressly disclaims and otherwise denies
all other warranties not expressly set forth in this Agreement, express or implied, including but not limited to warranties or
merchantability and fitness for a specified purpose.
d)
Limitation of Damages: As part of the bargain in entering into this agreement, NDT will not be liable for any consequential,
incidental or special damages arising out of or in any way related to use of TG-110-DTPW. Consequential, incidental and
special damages include, but are not limited to, loss of profits, loss of business or other pecuniary loss.
e)
Greatest rights: In the event that the disclaimer and limitation remedies clauses of this agreement are unenforceable in any
legal jurisdiction, NDT shall have right to the most comprehensive disclaimers and limitation clauses permitted in that
jurisdiction.
f)
Indemnification: In the event that a claim is made against NDT due to USER’s use of this software, USER agrees to indemnify
NDT for all loss including actual attorney fees.
III Updates and Enhancements
NDT has the sole right to determine under what conditions it will provide updates and enhancements of the software for tg-110-
DTPW. USER shall receive such updates and enhancements on the same terms and conditions governing all other users of any such
variation of tg-110-DTPW.
IV Miscellaneous
a)
These written terms and conditions embody the entire agreement between the parties. No additional oral or written
representations have been made.
b)
If any part or term of this contract is held by any court of law to be invalid, the remaining provisions shall not be
affected and the rights and duties of the parties shall be construed as though the contract did not contain the invalid
clause
c)
This contract shall be governed by the laws of California.
d)
This agreement shall not be assigned or sublicensed or otherwise transferred by USER in whole or in part without the
prior written consent of NDT.
e)
Except as expressed in this agreement, no term or provision of this agreement shall be deemed waived by either party,
and no breach excused in this agreement, no term or provision of this agreement shall be deemed waived by either
party, and no breach excused unless done so by the non-breaching party in writing. No consent to or waiver of, a
breach by either party whether express or implied, shall constitute a consent to, waiver of, or excuse for, any other
different or subsequent breach by any party.
f)
This agreement may not be modified, changed, released, discharged, abandoned, or otherwise amended, in whole or in
part, except by an instrument in writing signed by the party to be affected by such modification.
