END-USER LICENSE AGREEMENT FOR SOFTWARE DOWNLOADED FROM COBHAMAES.COM
This Agreement is between the end-user and CAES and governs the use of Software downloaded from this website.
The parties agree as follows:
1. Orders, Fees, and Payment.
1.1 To the extent CAES provides certain free Software with its products, this End-User License Agreement (“Agreement”) will govern the use of the software provided with the products.
1.2 No fee will be charged for the Software provided.
1.3 All Software is deemed delivered when made available to Customer for download.
2. Grant of License. The Software installed, downloaded, or otherwise acquired by Customer under this Agreement, including any source code, Application Program Interface (“API”), Graphic User Interface (“GUI”), updates, modifications, revisions, copies, documentation, setup files, and design data (“Software”) are copyrighted, trade secret, and/or confidential information of CAES or its licensors, who maintain exclusive title to all Software and retain all rights not expressly granted by this Agreement. CAES grants to Customer, a nontransferable, nonexclusive license to use Software solely: (a) in machine-readable, object-code form or source code form; and (b) for Customer’s internal business purposes.
3. Support Services. CAES will not be obligated to provide Customer with updates and technical support for the Software.
4. No Warranty.
4.1 CAES does not warrant that Software will meet Customer’s requirements or that operation of Software will be uninterrupted or error free. CAES MAKES NO WARRANTIES WITH RESPECT TO THE SOFTWARE, WHICH IS PROVIDED “AS IS”.
4.2 CAES MAKES NO WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO SOFTWARE PROVIDED UNDER THIS AGREEMENT. CAES AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
5. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CAES OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR DIRECT DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF CAES OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Third Party Claims.
6.1 Customer acknowledges that CAES has no control over the testing of Customer’s products, or the specific applications and use of Software. CAES and its licensors shall not be liable for any claim or demand made against Customer by any third party arising out of the use of the Software provided under this Agreement.
6.2 In the event that a third party makes a claim against CAES arising out of the use of Customer’s products, CAES will give Customer prompt notice of such claim. At Customer’s option and expense, Customer may take sole control of the defense and any settlement of such claim. CUSTOMER WILL REIMBURSE AND HOLD HARMLESS CAES FOR ANY LIABILITY, DAMAGES, SETTLEMENT AMOUNTS, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, INCURRED BY OR AWARDED AGAINST CAES OR ITS LICENSORS IN CONNECTION WITH SUCH CLAIMS.
6.3 The provisions of this Section 6 shall survive any expiration or termination of this Agreement.
7.1 CAES will NOT defend or settle any action brought against Customer which alleges that any Software provided under this Agreement infringes a patent or copyright or misappropriates a trade secret in such jurisdiction.
8. Controlling Law, Jurisdiction, and Dispute Resolution. This Agreement shall be governed by and construed under the laws of the State of New York. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts of New York, NY.
9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be severed from this Agreement and the remaining provisions will remain in full force and effect.
10. Confidentiality. The specific terms and conditions of this Agreement (including any addenda and quotations) are confidential and neither party shall disclose such to any third party without the prior written consent of the other party, except to the parties’ outside attorneys, bankers, and accountants or as may be required by a court of competent jurisdiction and, in the case of CAES, to its affiliated companies.
11. Miscellaneous. This Agreement contains the parties’ entire understanding relating to its subject matter and supersedes all prior or contemporaneous agreements. This Agreement may only be modified in writing, signed by an authorized representative of each party. All notices required or authorized under this Agreement must be in writing and shall be sent to the person who signs this Agreement, at the address specified below. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver, or excuse.