“THE FOLLOWING TERMS AND CONDITIONS CREATE A SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT”) BETWEEN Icarus Ops, LLC (“ICARUS”) THE INDIVIDUAL OR SINGLE ENTITY REFERRED TO HEREIN AS “YOU” “USER” OR “LICENSEE” FOR THE “LICENSED SOFTWARE” (AS DEFINED BELOW).
IMPORTANT-READ THESE TERMS CAREFULLY BEFORE DOWNLOADING OR ACCESSING ANY ICARUS DIGITAL CHECKLIST SOFTWARE OR SUPPORTING APPLICATIONS. BY DOWNLOADING OR ACCESSING THIS PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, ICARUS IS UNWILLING TO LICENSE THE SOFTWARE TO YOU. IN SUCH CASE, YOU MAY, WITHIN (7) DAYS AFTER YOUR RECEIPT OF THE LICENSE SOFTWARE, RETURN IT, ALONG WITH PROOF OF PURCHASE AND YOU WILL RECEIVE A REFUND OF THE PURCHASE PRICE.
1. GRANT OF LICENSE FOR REGISTERED USERS ICARUS grants YOU a non-transferable, non-exclusive license to use the DIGITAL CHECKLIST SOFTWARE applications only with which this license is distributed (the “Product”), and documentation files accompanying the Product (“Documentation”). The Product and Documentation shall be used only by YOU, only for YOUR own personal business use and not in the operation of a service bureau or for the benefit of any other person or entity. The license herein granted does not include the right by YOU to sublicense the Product to others or to extend the license rights under this LICENSE AGREEMENT to any other person or entity.
2. OWNERSHIP YOU are granted no ownership rights in the Product, Documentation or intellectual property rights herein. Rather, YOU have a license to use the Product as long as this LICENSE AGREEMENT remains in full force and effect. Any other use of the Product by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this LICENSE AGREEMENT.
3. COPYRIGHT/INTELLECTUAL PROPERTY The Product and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to YOU herein are expressly reserved by ICARUS. No title or ownership of the Product or Documentation or the patent, copyright, trade secret and/or other intellectual property and proprietary rights contained therein is transferred to YOU. YOU may not remove any proprietary notice of ICARUS from any copy of the Product or Documentation. Notwithstanding the above, ICARUS agrees to protect all background copyright, trademark or patentable material provided by the user in the course of development and customization of this software. No background material provided by the user can be used by ICARUS for purpose outside this agreement and may not be sold or distributed without the written consent of the user.
4. RESTRICTIONS YOU may not publish, display, disclose, rent, lease, modify, loan, distribute, or otherwise transfer, or create derivative works based on, the Product or any part thereof. YOU may not reverse engineer, decompile, translate, adapt, or disassemble the Product, nor shall YOU attempt to create the source code from the object code for the Product. YOU may not transmit the Product over any network or between any devices, although YOU may use the Product to make such transmissions of other materials.
5. ENTERPRISE/FACILITY LICENSE If agreed in writing to an Enterprise License, Licensee may enable multiple users to utilize the Product via remote access or computer web applications only if the number of users at any one time is equal to or less than the number of valid licenses held for the Product. Also if agreed to in writing, a license may be granted for use of the software on a defined facility (data center, office, etc.,) and will be governed by the terms of this LICENSE AGREEMENT. Additional terms to this LICENSE AGREEMENT will be will be defined in writing.
6. COMPLIANCE VERIFICATION. Licensee must have a commercially reasonable process in place to track the number of persons using the Product in order to ensure that the appropriate license fees have been paid. Licensee will, upon request, certify in writing the number of users of the Product as of the date of the request. In the event Licensee fails to provide such certification within thirty (30) days of ICARUS’s request, or, if ICARUS reasonably believes that a certification provided by Licensee is inaccurate or that Licensee is otherwise not in compliance with the terms of this LICENSE AGREEMENT, Licensee will permit ICARUS, or a mutually-approved independent representative, to enter Licensee’s premises, during regular business hours, to verify Licensee’s compliance with the terms of this LICENSE AGREEMENT. Licensee will be liable for all use greater or beyond the terms of this license by persons or entities under the control of the licensee and will include all reasonable amounts to collect the amount owed including court costs and attorney’s fees.
7. CONSENT TO USE OF DATA YOU agree that ICARUS and its subsidiaries and agents in order to improve the Product, may collect, maintain, process and use diagnostic, technical and related information, including but not limited to information about YOUR computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to YOU (if any) related to the ICARUS Software, and to verify compliance with the terms of this License.
8. UPDATES If the Software is an Update to a previous version of ICARUS software, YOU must possess a valid license to such previous version in order to use such Update. After YOU install such Update, YOU may continue to use any such previous version in accordance with its Software LICENSE AGREEMENT if: a. the Update and all previous versions are installed on the same Computer, b. the previous versions or copies thereof are not transferred to another party or device unless all copies of the Update are also transferred to such party or device, and YOU acknowledge that any obligation ICARUS may have to support the previous version(s) may end upon the availability of the Update. No other use of the previous version (s) is permitted after installation of an Update. Updates may be licensed to YOU by ICARUS with additional or different terms.
9. INTERNET CONNECTIVITY AND PRIVACY Automatic Connections to the Internet. The Software may cause YOUR Computer, without additional notice, automatically to connect to the Internet and to communicate with a ICARUS website or ICARUS domain for purposes that may include providing YOU with additional information, features, and functionality. Unless otherwise specified, the following provisions apply to all automatic Internet connections by the Software: a. When the Software automatically connects to the Internet, and Internet protocol address (“IP Address”)) that is associated with YOUR current Internet connection is sent to a ICARUS website; b. When the Software automatically connects to the Internet, no personally identifiable information is sent except to the extent that IP Addresses may be considered personally identifiable.
10. ADVERTISING AND PUBLICITY ICARUS may, without the prior written consent of Licensee, advertise or publicly announce that they are providing services to Licensee and use this information for and in marketing materials and advertisements.
11. CONFIDENTIALITY YOU acknowledge that the Product contains proprietary trade secrets of ICARUS and YOU hereby agree to maintain the confidentiality of the Product and not disclose the Product to others. YOU further agree to protect the confidential information contained in the Product using at least as great a degree of care as YOU use to maintain the confidentiality of YOUR own most confidential information and in no event less than a reasonable degree of care.
12. LIMITED WARRANTY ICARUS WARRANTS THAT THE UNALTERED LICENSED SOFTWARE, WHEN USED AS PERMITTED UNDER THE LICENSE AGREEMENT AND IN ACCORDANCE WITH THE INSTRUCTIONS IN THE DOCUMENTATION, WILL OPERATE SUBSTANTIALLY AS DESCRIBED IN THE DOCUMENTATION FOR A PERIOD OF ONE YEAR FROM THE DATE OF DELIVERY. SHOULD THE PRODUCT NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND ICARUS’S COMPLETE OBLIGATION UNDER THIS WARRANTY, SHALL BE AT ITS DISCRETION EITHER, CORRECTION OF THE DEFECT OR RETURN OF THE PURCHASE PRICE. ANY USE BY YOU OF THE PRODUCT IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY ICARUS REGARDING THE PRODUCT. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE PRODUCT IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICARUS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ICARUS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE PRODUCT WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE PRODUCT WILL BE CORRECTED, OR THAT THE PRODUCT IS COMPATIBLE WITH ANY PARTICULAR PLATFORM.
13. ADDITIONAL WARRANTY In the event of bankruptcy, dissolution, sale or assignment of ICARUS, or a sale, or assignment of the rights of this contract, the purchaser, assignee or estate will have 30 days to provide equivalent software support. If the required support is not provided, the user will be granted a perpetual license without additional support.
14. LIMITATION OF LIABILITY IN NO EVENT WILL ICARUS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF ICARUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ICARUS’ AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE PRODUCT AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE PRODUCT AND DOCUMENTATION.
15. EXPORT RESTRICTIONS THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE PRODUCT OR INFORMATION ABOUT SUCH PRODUCT WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE PRODUCT, DOCUMENTATION, OR INFORMATION ABOUT THE PRODUCT AND DOCUMENTATION WITHOUT CONSENT OF THE MAKER AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
16. TERMINATION This LICENSE AGREEMENT is effective until it is terminated. YOU may terminate this LICENSE AGREEMENT at any time by sending a letter to ICARUS revoking all user’s rights and ceasing all use or, in the case of an enterprise installation, destroying or returning to ICARUS all copies of the Product and Documentation in YOUR possession or under YOUR control. ICARUS may terminate this LICENSE AGREEMENT if ICARUS finds that YOU have violated any of the terms of this LICENSE AGREEMENT. Upon notification of termination, YOU agree to destroy or return to ICARUS all copies of the Product and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to ownership, copyright and confidentiality shall survive the termination of this LICENSE AGREEMENT.
17. GENERAL This LICENSE AGREEMENT shall be construed, interpreted and governed by the laws of the State of Delaware without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this LICENSE AGREEMENT shall be an appropriate federal or state court sitting in Kent County, State of Delaware, USA. This LICENSE AGREEMENT shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this LICENSE AGREEMENT shall only be effective if it is in writing and signed by both parties hereto. If any part of this LICENSE AGREEMENT is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this LICENSE AGREEMENT shall be interpreted so as to reasonably affect the intention of the parties.”