END USER LICENSE AGREEMENT
DD INTEGRATED DEVELOPMENT ENVIRONMENT
SET OUT BELOW ARE THE TERMS AND CONDITIONS UNDER WHICH YOU ARE PERMITTED TO USE THE DD INTEGRATED DEVELOPMENT ENVIRONMENT SOFTWARE. PLEASE READ THIS INFORMATION CAREFULLY. IF YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST ACKNOWLEDGE YOUR AGREEMENT BELOW ON BEHALF OF YOURSELF AND THE ENTITY WITH WHOM YOU ARE EMPLOYED OR REPRESENT. ONCE ACKNOWLEDGED, THIS DOCUMENT WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN THE FIELDCOMM GROUP ("FCG"), YOU AND SUCH ENTITY (collectively referred to as "You" or "Your" hereinafter) GOVERNING ALL USE OF DD INTEGRATED DEVELOPMENT ENVIRONMENT SOFTWARE. PLEASE RETAIN A COPY OF THIS LICENSE WITH YOUR FILES FOR FUTURE REFERENCE.
Section 1. Grant. FCG grants YOU A NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE to use the DD Integrated Development Environment Software (the “DD-IDE”), and any accompanying documentation (“Documentation”) solely for your own internal business needs subject to the terms and conditions of this Agreement. This license to use the DD-IDE is conditioned upon Your compliance with the terms of this Agreement and the Agreements for use of Software components provided with the DD-IDE all of which You must acknowledge and accept before installation. Your use of the DD-IDE is limited to that of a “Named User”. The DD-IDE may only be installed on any computer owned or controlled by You, but in no event shall the DD-IDE be (i) used by any person other than You and (ii) used on more than one computer at the same time.
Section 2. Copyright. You acknowledge that FCG and its suppliers hold and retain all worldwide rights, title and interests, including without limitation, copyright, in and to the DD-IDE and the disk, if any, on which it is provided. You acknowledge that FCG is not selling or otherwise transferring title in the DD-ID E or the disk to You. You agree to abide by the copyright laws and all other applicable laws of the United States. Except as provided in this Agreement, You may not copy, modify, translate, adapt, reproduce, decompile, reverse engineer or disassemble the DD-IDE or any Software components of the DD-IDE. You may not transfer, transmit or disclose the DD-IDE, any Software components of the DD-IDE or any related manuals, documentation or other items (hereinafter "Materials") provided by FCG pursuant to this License to any third party without FCG's written approval.
Section 3. Use. You may not transfer the DD-IDE or any Software components of the DD-IDE to another entity or person. Any such transfer terminates your License under this Agreement. You shall not rent, sell, time-share, lease, sublicense, transfer, publish, disclose, display, or otherwise make available the DD-IDE, any Software components of the DD-IDE, or copies thereof to others. You may make one copy of the DD-IDE for backup or archival purposes in support of your permitted use of the DD-IDE. You agree to follow FCG's instructions contained in DD-IDE, and in any Materials provided with DD-IDE from time to time, for the installation and use of DD-IDE. FCG may modify DD-IDE at any time for any reason.
Section 4. Termination. This License is effective until terminated by either party. This License will terminate independently without notice if You fail to comply with any provision of this License or any instructions regarding the DD-IDE provided by FCG. Upon termination for any reason, You must cease all use of the DD-IDE and return the disk, if any, containing DD-IDE and all documentation and items provided to You by FCG and all copies thereof.
Section 5. Disclaimer of Warranty. You expressly acknowledge and agree that the DD-IDE is provided for Your use and that Your use of DD-IDE is at your sole risk. FCG MAKES NO WARRANTS THAT DD-IDE will be free from defect. FCG EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES FOR THE DAY YOU RECEIVE DD-IDE AND FOR ALL OTHER TIMES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FCG DOES NOT WARRANT THAT DD-IDE WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN DD-IDE WILL BE CORRECTED.FURTHERMORE, FCG DOES NOT WARRANT NOR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF YOUR USE OF DD-IDE IN TERMS OF CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY FCG OR AN AUTHORIZED REPRESENTATIVE OF FCG SHALL CREATE A WARRANTY.
Section 6. Remedies. In the event that DD-IDE will not install or function, FCG will supply another copy of DD-IDE. You acknowledge that this Section sets forth Your SOLE AND EXCLUSIVE remedy and FCG's SOLE AND EXCLUSIVE liability, for breach of any duty.
Section 7. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL FCG BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES IN TORT, CONTRACT, PRODUCT LIABILITY OR UNDER ANY OTHER THEORY OF LAW RESULTING FROM THE INSTALLATION OR REMOVAL OF DD-IDE, OR YOUR USE, OR INABILITY TO USE, DD-IDE, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, PROFITS, DATA, OR BUSINESS, AND DAMAGE TO YOUR INTERNAL COMPUTER SYSTEMS EVEN IF FCG, OR AN AUTHORIZED REPRESENTATIVE OF FCG, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES IS EFFECTIVE EVEN IF THE EXCLUSIVE REMEDY STATED IN SECTION 6 ABOVE FAILS OF ITS ESSENTIAL PURPOSE.
Section 8. Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the United States and the State of Texas. If for any reason a court of competent jurisdiction finds any provision of this License, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this License shall remain in full force and effect. Any cause of action with respect to DD-IDE must be instituted within one year after the claim or cause of action has arisen or be barred.
Section 9. Export. By agreeing to this License You acknowledge and agree that You are in compliance, and You assume all responsibility for compliance with, all laws and regulations of the United States, and any other applicable country regarding export, re-export and import of DD-IDE and any related or underlying information, technology, process, product or service. You further acknowledge that You are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria or a Denied Party listed on the U.S. Denied Persons List or a Special Designated National on the U.S. Treasury department’s list of Specially Designated Nationals. You further acknowledge that DD-IDE will not be used for the design or development of nuclear, chemical, biological, weapons or missile technology.
Section 10. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth, as applicable, at: FAR 52.227-14 (JUN 1987) Alternate III (g) (3)(i), 48 C.F.R. Ch. 1 (10-1-96 Edit ion); FAR 52.227-19 (JUN 1987), 48 C.F.R. Ch.1 (10-1-96 Edition); DFARS 252.227-7013 (b) (3) (A) NOV 1995), 48 C.F.R. Ch. 2 (10-1-96 Edition); DFARS 252.227-7014 (b) (3) (JUN 1995), 48 C.F.R. Ch. 2 (10-1-96 Edition); or DFARS 252.227-7016 (b) (2) (JUN 1995), 48 C.F.R. Ch. 2 (10-1-96 Edition).
Section 11. Complete License. This License constitutes the entire agreement between You and FCG with respect to DD-IDE, and all Materials provided to You by FCG and supersedes any prior or contemporaneous understandings, representations, statements or agreements, written or oral, regarding DD-IDE. No amendment to or modification of this License will be binding on FCG without FCG's written consent. All provisions of this agreement will survive the termination of this License. FCG may modify this License at any time for any reason.