PLEASE READ THIS STATEMENT AND THE SOFTWARE LICENSE AGREEMENT COMPLETELY BEFORE USING THIS SOFTWARE. BY CONTINUING TO USE THIS SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) INDICATE YOUR INTENTION TO BE BOUND BY AND ACCEPT THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MAY NOT ACCESS OR OTHERWISE USE THIS SOFTWARE AND WILL IN FACT BE PROHIBITED FROM DOING SO. THIS COMPUTER SOFTWARE MAY BE USED ONLY PURSUANT TO THE TERMS AND CONDITIONS SET FORTH BELOW. Robotmaster and Licensee agree that the terms and conditions of this Agreement govern Licensee's use of the Robotmaster Software described below.
WHEREAS Robotmaster is the owner of, or has acquired rights to, the Software and Documentation (as defined below). WHEREAS Robotmaster desires to grant to Licensee and Licensee desires to obtain from Robotmaster a non-exclusive license to use the Software and Documentation solely in accordance with the terms and on the conditions set forth in this Agreement.NOW, THEREFORE, the parties hereto agree as follows:
"Designated Equipment" shall mean the hardware products with which the Software is licensed for use. "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Software which are furnished to Licensee by Robotmaster in connection with the Software or during Training Classes provided by Robotmaster. "License Fee" shall mean the license fee. "Software" shall mean the computer programs in machine readable object code form and any subsequent error corrections or updates that may be supplied to Licensee by Robotmaster pursuant to this Agreement. "Training Classes" shall mean the training classes provided by Robotmaster, if Licensee chooses to sign up for such classes. "Update Service" shall mean the provision of error corrections, bug fixes, patches or other updates to the Software licensed hereunder in object code form to the extent available, in accordance with Robotmaster's release schedule.
The License granted for Software under this Agreement authorizes Licensee on a nonexclusive basis to use the Software on the Designated Equipment hereto for the license term set forth in GRANT OF RIGHTS. The Software shall be used on the Designated Equipment only such equipment if it is operating properly. If such equipment is down, the Software may be used on a backup system for that system. Use of the Software requires the use of the Mastercam software licensed by CNC Software Inc. Licensee represents and warrants that it holds at least one valid Mastercam licenses. MASTERCAM products and trademarks are owned by CNC Software Inc. This License granted under this Agreement shall remain valid until terminated in accordance with DEFAULT AND TERMINATION below.
Software. Robotmaster shall deliver to Licensee a master copy of the Software licensed hereunder in object code form, suitable for reproduction, in electronic files only.
Documentation. Robotmaster shall deliver copies of Documentation.
Error Corrections and Updates. Robotmaster will provide Licensee with error corrections, bug fixes, patches or other updates to the Software licensed hereunder in object code form to the extent available, in accordance with Robotmaster's release schedule for a period of six (6) months from the date of shipment.
Other Modifications. Licensee may, from time to time, request that Robotmaster incorporate certain features, enhancements or modifications into the Software. Robotmaster may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of Robotmaster's licensees.
Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of Robotmaster.
Human Readable Matter. Except as specifically set forth herein, no Software or Documentation which is provided by Robotmaster pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without Robotmaster's prior written agreement. Additional copies of printed materials may be obtained from Robotmaster at the charges then in effect.
Machine Readable Matter. Except as specifically set forth herein, any Software provided in machine readable form may not be copied by Licensee in whole or in part, except for Licensee's backup or archive purposes. Licensee agrees to maintain appropriate records of the number and location of all copies of the Software and make such records available upon Robotmaster's request. Licensee further agrees to reproduce all copyright and other proprietary notices on all copies of the Software in the same form and manner that such copyright and other proprietary notices are originally included on the Software.
License Fee. In consideration of the license rights granted in GRANT OF RIGHTS above, Licensee shall pay the License Fees or other consideration for the Software and Documentation. All amounts payable hereunder by Licensee shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind.
Taxes and Other Charges. Licensee shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.
Security Mechanism. Licensee shall not use the Program without a Security Mechanism provided by Robotmaster and Robotmaster's suppliers. The software may be used: (a) in executable code form only; and (b) only by the number of users and accessed by the number of end-user computers for which licenses were purchased. Licensee may physically transfer the Program from one computer equipped with a single-user Security Mechanism to another only if the Security Mechanism is included in the transfer and is installed with the new computer. Licensee shall not circumvent, bypass, modify, reverse engineer, disassemble, disable, alter, enhance or replicate the function of the Security Mechanism in any manner whatsoever. Any attempt to do so shall result in automatic termination of this License without prejudice to all other legal rights and remedies of Robotmaster.
Proprietary Notices. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.
No Reverse Engineering. Licensee agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof.
Ownership. Licensee further acknowledges that all copies of the Software in any form provided by Robotmaster or made by Licensee are the sole property of Robotmaster and/or its suppliers. Licensee shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of Robotmaster's proprietary rights therein.
Acknowledgement. Licensee hereby acknowledges and agrees that the Software and Documentation constitute and contain valuable proprietary products and trade secrets of Robotmaster and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (a) have been known publicly; (b) have been known generally in the industry before communication by the disclosing party to the recipient; (c) have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (d) have been known otherwise by the recipient before communication by the disclosing party; or (e) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information.
Injunctive Relief. Licensee acknowledges that the unauthorised use, transfer or disclosure of the Software and Documentation or copies thereof will (i) substantially diminish the value to Robotmaster of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render Robotmaster's remedy at law for such unauthorised use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, Robotmaster shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
Survival. Licensee's obligations under CONFIDENTIALITY Article will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
Ownership. Robotmaster represents its belief that it is the owner of the entire right, title, and interest in and to Software, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein.
Limited Warranty. Robotmaster represents and warrants to Licensee that the Software, when properly installed by Licensee and used with the Designated Equipment, will perform substantially as described in Robotmaster's then current Documentation for such Software for a period of ninety (90) days from the date of shipment.
Limitations. Notwithstanding the warranty provisions set forth in LIMITED WARANTY Section above, all of Robotmaster's obligations with respect to such warranties shall be contingent on Licensee's use of the Software in accordance with this Agreement and in accordance with Robotmaster's instructions as provided by Robotmaster in the Documentation, as such instructions may be amended, supplemented, or modified by Robotmaster from time to time. Robotmaster shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field.
Licensee's Sole Remedy. Robotmaster's entire liability and Licensee's exclusive remedy shall be, at Robotmaster's option, either (a) return of the price paid or (b) repair or replacement of the Software upon its return to Robotmaster; provided Robotmaster receives written notice from Licensee during the warranty period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
Disclaimer of Warranties. ROBOTMASTER DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN LIMITED WARRANTY SECTION ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY ROBOTMASTER. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF ROBOTMASTER HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF ROBOTMASTER IS AUTHORISED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF ROBOTMASTER AS SET FORTH HEREIN.
Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH ROBOTMASTER IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY ROBOTMASTER OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT ROBOTMASTER SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of Robotmaster to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to Licensee hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Robotmaster by Licensee for the Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of Robotmaster arising out of this Agreement. The parties acknowledge that the limitations set forth in this WARRANTIES; SUPERIOR RIGHTS Article are integral to the amount of consideration levied in connection with the license of the Software and Documentation and any services rendered hereunder and that, were Robotmaster to assume any further liability other than as set forth herein,such consideration would of necessity be set substantially higher.
Robotmaster shall indemnify, hold harmless and defend Licensee against any action brought against Licensee to the extent that such action is based on a claim that the unmodified Software, when used in accordance with this Agreement, infringes a valid copyright and Robotmaster shall pay all costs, settlements and damages finally awarded; provided, that Licensee promptly notifies Institution in writing of any claim, gives Robotmaster sole control of the defence and settlement thereof and provides all reasonable assistance in connection therewith. If any Software is finally adjudged to so infringe, or in Robotmaster's opinion is likely to become the subject of such a claim, Robotmaster shall, at its option, either: (i) procure for Licensee the right to continue using the Software (ii) modify or replace the Software to make it noninfringing, or (iii) refund the fee paid, less reasonable depreciation, upon return of the Software. Robotmaster shall have no liability regarding any claim arising out of: (iv) use of other than a current, unaltered release of the Software unless the infringing portion is also in the then current, unaltered release, (v) use of the Software in combination with non-Robotmaster software, data or equipment if the infringement was caused by such use or combination, (vi) any modification or derivation of the Software not specifically authorised in writing by Robotmaster or (vii) use of third party software. THE FOREGOING STATES THE ENTIRE LIABILITY OF ROBOTMASTER AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE. Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless Robotmaster, its officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee's modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents or representatives.
Events of Default. This Agreement may be terminated by the nondefaulting party if any of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if either party fails to strictly comply with the provisions of CONFIDENTIALITY Section or makes an assignment in violation of NONASSIGNABILITY Section; (3) if a party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (4) if a petition under any bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; or (5) if such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favourably within ninety (90) days.
Effective Date of Termination. Termination due to a material breach of Articles GRANT OF RIGHTS, COPIES, PROTECTION OF SOFTWARE, or CONFIDENTIALITY shall be effective on notice. In all other cases, termination shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty (30) day period.
Obligations on Termination. Within two (2) days after termination of this Agreement, Licensee shall cease and desist all use of the Software and Documentation and shall return to Robotmaster all full or partial copies of the Software and Documentation in Licensee's possession or under its control.
Notices. All notices, authorisations, and requests in connection with this Agreement shall be deemed given (i) five days after being deposited in the mail, postage prepaid, certified or registered, return receipt requested; or (ii) one day after being sent by overnight courier, charges prepaid, with a confirming fax; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other.
Licensee shall not transfer or assign the Software or this Agreement or its rights hereunder without the prior written consent of Robotmaster.
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Province of Quebec. The courts of the district of Montreal shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party's duly authorised representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.