IDVECTOR END USER PRODUCT LICENSE AGREEMENT
YOU AGREE TO THE FOLLOWING:
LICENSE: IDVector, Inc. (IDV) grants you a nonexclusive license to use the accompanying product and software (the "Software") (the equipment with the Software, is referred to herein as the "Product") subject to the terms and restrictions set forth in this License Agreement. Except as provided below, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Product.
The Product is licensed to be installed and used on any appropriate equipment (as specified) owned by or leased to you. You may not reproduce the Software and supporting documentation for each such product on which the Product is used as permitted hereunder.
THIS PRODUCT MAY ONLY BE USED FOR LAWFUL PURPOSES AND MAY NOT BE USED IN VIOLATION OF APPLICABLE LAW. You shall indemnify, defend and hold IDV and its employees, directors, shareholders, agents, and consultants harmless against any costs, liabilities or damages (including attorney's fees) arising based on or in any way arising from your use or benefit of the Product.
ASSIGNMENT; NO REVERSE ENGINEERING: You may not transfer the Product and license to another party. You may not assign your rights under this License Agreement. Modification, reverse engineering, reverse compiling, or disassembly of the Product is expressly prohibited.
EXPORT RESTRICTIONS: You agree that you will not export or re-export the Product or accompanying documentation (or any copies thereof) or any products utilizing the Product or such documentation in violation of any applicable laws or regulations of the United States or the country in which you obtained them including without limitation all United States export laws and regulations governing the export or re-export of all Products and any products or services provided in connection with the Products, including without limitation the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and any regulations administered by the Department of the Treasury's Office of Foreign Assets Control, and all applicable laws and regulations of countries other than the United States that govern the importation, use, or re-export of the Products. You further agree to comply with any conditions that IDV notifies you are contained in any applicable export licenses pertaining to the Products. You shall comply with any reporting requirements that may apply to the export or re-export of the Products and shall provide to IDV and the appropriate governmental authority any periodic reports containing such information as may be required under applicable law. You agree not to export Products, Product or Services to those countries, entities or individuals that any agency of the United States government has issued
(or does issue during the Term) an exportation prohibition or restriction or has placed (or places during the Term) on list as a known terrorist organization or sponsor of terrorism.
TRADE SECRETS; TITLE: You acknowledge and agree that the structure, sequence and organization of the Product, the Software, the Documentation and any other components of the Product are confidential information of and the valuable trade secrets of IDV. You agree to hold such confidential information and trade secrets in confidence, and not to disclose any such confidential information and trade secrets to anyone else or use it except as permitted hereunder. You further acknowledge and agree that ownership of, and title to, the Product and all subsequent copies thereof regardless of the form or media are held by IDV and its suppliers.
TERM AND TERMINATION: As long as you comply with the terms hereof, this license is perpetual, if it is not earlier terminated. You may terminate it at any time by destroying the Product and documentation together with all copies in any form. It will also terminate immediately if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Product and documentation, together with all copies and merged portions in any form.
GOVERNING LAW: This License Agreement shall be governed by the laws of the Commonwealth of Virginia as such laws are applied to agreements entered into and to be performed entirely within Virginia between Virginia residents and by the laws of the United States. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded.
WARRANTIES EXCLUDED: THERE ARE NO WARRANTIES AND ALL WARRANTIES, EXPRESSED OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY, ARE HEREBY DISCLAIMED. IDV NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF ITS PRODUCTS. IN NO EVENT DOES IDV WARRANT THAT THE OPERATION OF ANY PRODUCT, PRODUCT OR PROVISION OF ANY SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE.
LIMITATION OF LIABILITY. TO THE FULL EXTENT ALLOWED BY LAW IDV EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR CORRUPTION OF ITS PRODUCTS, EVEN IF IDV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LIMITS ITS LIABILITY TO REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE PAID, AT IDV'S OPTION.THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.
Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to you. This warranty gives you specific legal rights which may vary depending on local law.
SEVERABILITY: In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.
ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and IDV and may be amended only in a writing signed by both parties.