1. General. 

The software (including but not limited to source code, object code, executable code), hardware (including but not limited to devices, equipment, machines), documentation, content, media, and creative works (including but not limited to art work, music, videos, any fonts) accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the “Software” or “Product”) is a proprietary of Trinity Axis Inc. (“TAI”). The Product is licensed, not sold, to you by TAI for use only under the terms of this License, and TAI reserves all rights not expressly granted to you. The rights granted herein are limited to TAI’s intellectual property rights in the TAI Product and do not include any other patents or intellectual property rights. TAI and TAI’s licensor(s) retain the ownership of the Product itself and any derivative works including the contribution work added to the Product thereof.

2. Permitted License Uses and Restrictions. 

This License allows you to install and use one (1) copy of the Software on a single device or computer at a time. 

You may make one copy of the Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary notices contained on the Original Product.

You are allowed to use the Software/ Product with limitation of rights, only for the intended business purpose as described in the respective sales agreement.

You are not allowed,

a) to copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit the persons whom having access to the Software to do so

b) to reproduce the Software in copies, either alone or as part of a collective work;

c) to translate, adapt, transform, modify, or arrange the Software, and Content, thereby creating derivative works (“Derivative Works”) based upon the Software;

d) to distribute or communicate copies of the Software to the public, under any license of your choice;

e) to display the Software/ Product publicly.

f) to decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software or any part thereof. 

Any attempt to do any of the above will be a violation of the rights of TAI’s Software. If you breach these restrictions, you may be subject to prosecution and damages.

3. Transfer. 

You may not rent, lease, lend or sublicense the Software/ Hardware. You may, however, make a one-time permanent transfer of all of your license rights to the Software to another party upon the written permission and approval from TAI, provided that: (a) the transfer must include all of the Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Software reads and agrees to accept the terms and conditions of this License.

4. Termination. 

This License is effective until terminated. Your rights under this License will terminate automatically without notice from TAI if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the TAI Software and destroy all copies, full or partial, of the TAI Software. This License shall terminate automatically and you may no longer exercise any of the rights granted to you by this License as of the date you commence an action, including a cross-claim or counterclaim, against TAI alleging that the Product infringes a patent. 

5. Disclaimer of Warranties. 

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND DANGER. TAI HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability. 

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL DANGER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF DANGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall TAI’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one hundred dollars ($100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

7. Export Law Assurances. 

You may not use or otherwise export or reexport the Product except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained. But without limitation, the Product may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

8. Government End Users. 

The Software and related documentation are “Commercial Items” (that consists of “Commercial Computer Software” and “Commercial Computer Software Documentation”) (refer to 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 as applicable). The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

9. Governing Law. 

This License will be governed by and construed in accordance with the laws of the State of Pennsylvania. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. Any legal proceedings with respect to this Product license will be exercised within the courts of the State of Pennsylvania. This paragraph shall survive in full force and effect regardless of any termination of this License.

10. Complete Agreement; 

Governing Language. This License constitutes the entire agreement between the parties with respect to the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by TAI.