End-User License Agreement for NAVITEC Software
Attention: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE
By installing, copying, downloading, accessing, or otherwise using the NAVITEC Software, you agree to be bound by the terms and conditions of this License Agreement. If you do not agree to the terms of this License Agreement, do not copy, install, or use the Software, return the hard copy to your place of purchase and/or destroy all the downloaded files of the Software.
1. Definitions
When used in this End-User License Agreement, hereafter “License Agreement”, the terms listed below shall have the following meanings:
“NAVITEC Software” or “Software” means the computer software program as it is described in the documentation of the Software, any user documentation or manual, hardware based key providing anti-piracy protection and licensing the Software, the license key code initiating the license, and other accompanying materials including any updates and upgrades thereto, delivered to you (either an individual or a legal entity), as an end-user of NAVITEC Software, hereafter “You” or “End- User”.
“Install” means to copy the Software to a hard disk drive or a similar storage device.
“Use” employed in relation to the Software means loading the Software into computer memory or running the Software on any relevant computing equipment.
“Updates and Upgrades” means all new versions, modifications, updates and refinements that are incorporated into and/or form a part of the Software.
“Licensor” means the owner of the intellectual property rights on the NAVITEC Software or the entity entitled by the owner of intellectual property rights to commercialize the NAVITEC Software and have it distributed itself or through its network of local Distributors. NAVITEC Systems Oy, a Finnish limited liability company duly organized and existing under the laws of Finland, is the owner of NAVITEC Software products and all intellectual property rights pertaining thereto.
“NAVITEC Distributor” means either the entity entitled by NAVITEC Systems Oy to commercialize the NAVITEC Software alone or as an OEM entity licensing the Software as part of its own product or the local Distributor within its network designated in the quotation for the delivery of NAVITEC Software to You.
“License” means the right to Use the Software You are granted by NAVITEC Distributor on the terms and conditions of this License Agreement.
“License Period” means the certain period within which You are granted the right to Use the Software. The License Period begins from the day the license key code is submitted by Licensor or by NAVITEC Distributor to You and is permanent or expires according to the term or date specified in the Quotation of Licensor or NAVITEC Distributor to You.
“License Fee” means the price You are charged by Licensor or by NAVITEC Distributor for the Use of the Software during the term of the License Period as set forth in the Quotation of Licensor or NAVITEC Distributor to the End-User. The License Fee does not include support services. Support services may be provided by Licensor or by NAVITEC Distributor based on a separate fee and quotation.
“Hardware locked” means that the License is tied to the End-User’s specific physical hardware equipment identified when the License is activated. As stated below in Section 2, licensing the Software to be used on virtual computers is allowed only with separate written consent from the Licensor.
2. Scope of License
Subject to all of the terms and conditions of this License Agreement, Licensor or NAVITEC Distributor grants You a non-exclusive and non-transferable License to use the Software in machine-readable executable code form only, for the purpose the Software is intended for, as well as the accompanying materials, for the License Period and without any right to sublicense or re-distribute, may it be with or without charge.
Unless otherwise specified, Licensor and/ or NAVITEC Distributor will have the right to make any informative reference to the use by the End-User of the licensed NAVITEC Software, without prejudice to any confidentiality obligation that may exist between NAVITEC Distributor and the End-User.
Licensor or NAVITEC Distributor administers a license server that will be accessible to You and through the license server You are able to obtain license key(s) and/or identifier files, that enable the Use of the Software for the License Period on specific hardware. Licensing the Software to be used on virtual computers is allowed only with separate written permission from the Licensor. On the part of user interface Software the keys enable the use and installation of the user interface part of the Software on any number of computers. In case of equipment/hardware breakage, the Licensor and/or NAVITEC Distributor may, but is not obliged to provide you with spare part license key(s) that will in any case require written statement from You regarding the specific event of equipment breakage and details of spare equipment.
The scope of Your License depends on the type of license You are granted by Licensor or NAVITEC Distributor, and the Software in question. The three types of license scopes are set forth below.
(i) Trial License: Under the control of a Trial License, You may Use the Software internally for the purposes of testing and evaluation only and only during the term of the trial period, which is specified in the Trial License form or quotation, without any charge to You. Licensor and NAVITEC Distributor strictly prohibits any kind of development activity or any other business activity using the Trial License without written permission of Licensor.
(ii) “Hardware Locked”: This License applies to Navitrol and Navithor Server Software. The License is tied to specific identified End-User hardware and it does not allow the relevant Software to be Installed and Used/run on any other hardware/equipment. A separate license is required for each additional piece of hardware.
(iii) “User Interface”: This License scope applies to Navitrol Monitor, Navithor Tools, and Navithor Client Software. Under this License scope, You may Install and Use/run the relevant identified Software on an unlimited number of computers. User Interface Software can only be used in connection with (other) licensed NAVITEC Software and not with other software nor generically to other purposes.
3. Delivery of Software
The access to the Software is provided either electronically by providing You and download link for downloading the respective software products together with the accompanying documentations (such as user manual and possible other documentation and technical specification regarding the Software provided to You by Licensor or by NAVITEC Distributor) or readily installed on the relevant hardware/otherwise together with delivery of hardware product(s).
The delivery will also include instructions to You in accessing the license server for obtaining the license key/identifier file that will allow You to use the Software, and contact information to receive support services.
4. License Restriction
A. THIS SOFTWARE IS NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN THE DESIGN, FABRICATION, OR IMPLEMENTATION OF ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH ANY FAILURE OF ANY PORTION COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. THE SOFTWARE IS NOT AND DOES NOT INCLUDE SAFETY OR FAILSAFE COMPONENTS AND FEATURES AND THE SOFTWARE IS SOLEY FOR GUIDING/CONTROLLING THE AGV’S.
If the Software is used for any such unintended or unauthorized use, NAVITEC Distributor shall be harmless against all claims, costs, damages, and expenses arising out of, directly or indirectly, personal injury or death associated with such unintended or unauthorized use.
B. You may NOT: (i) use or copy the Software except as provided in this License Agreement; (ii) rent, lease, lend, sublicense, or otherwise convey the Software to any third party; (iii) assign this License Agreement or transfer the Software without the express prior written consent of NAVITEC Distributor; (iv) modify, adapt, or translate the Software in whole or in part; (v) remove any proprietary notices from the Software or the user documentation; (vi) reverse engineer, decompile, disassemble or debug the Software; (vii) attempt to modify, disable, or tamper with the normal function of the internal license manager that regulates usage of the Software.
5. Confidential Information
Licensor and/or NAVITEC Distributor and You shall be obligated to keep secret any information or documents communicated between the two and marked as “Confidential Information” or “Proprietary” or “Trade Secret” and to use such information and documents only in the scope defined in this License Agreement. Licensor, NAVITEC Distributor and You shall impose corresponding conditions upon their own employees, suppliers, agents, consultants, and other third parties having access to the Software to the extent this has not already been done.
The obligation to maintain secrecy regarding the information communicated to one another shall not apply to the extent that:
(a) The information was known to the informed party prior to communication and there is an evidence of that;
(b) The information was publicly known or generally accessible prior to communication;
(c) The information becomes publicly known or generally accessible after communication without contributory or negligent action on the part of the informed party;
(d) The information corresponds substantially to such information as is revealed or made accessible to the informed party by an authorized third party at any time whatsoever. This provision shall be in addition to, and not in lieu of, any other existing confidentiality obligations between the parties hereto. In the event of a conflict between the terms and conditions set forth under this Section 6 (Confidential Information) and the terms and conditions set forth under another existing confidentiality obligation between the parties, the terms and conditions set forth under the other existing confidentiality obligation shall prevail.
6. Intellectual Property
NAVITEC Software products are protected by the national laws and international treaties on copyright. The unlawful copying and utilization of NAVITEC Software is constitutive of an infringement act.
Any act of infringement by the End-User of NAVITEC Software or any act, of which the End-User may have become aware of, should be notified by the End-User to Licensor or NAVITEC Distributor who shall then decide which procedure to follow. Licensor or NAVITEC Distributor represents and warrants that it has full power to enter into this License Agreement entitled by the owner of the intellectual property rights for the NAVITEC Software, and further warrants that it is not aware that NAVITEC Software infringes any patent, copyright or other proprietary right of any third party and that it has not been notified by a third party of a possibility that NAVITEC Software might infringe any patent, copyright or other proprietary right of any third party.
7. Indemnification Obligations
Licensor or NAVITEC Distributor agrees to indemnify and defend the End-User from and against any claims or proceedings initiated by a third party alleging that the NAVITEC Software (or the End-User’s use thereof) infringes or misappropriates a third party’s intellectual property provided that the End-User promptly notifies Licensor or NAVITEC Distributor in writing of any action or claim and provides full information and reasonable assistance required to defend such suit, claim or proceeding, at no expense to the End-User. Notwithstanding the foregoing, in no event will Licensor or NAVITEC Distributor enter into any settlement that obligates the End-User to make an admission of guilt or incur any expense for which the End-User is not indemnified, without the End-User’s prior written consent.
Should the Software become or is likely to become, the subject of any claim, Licensor or NAVITEC Distributor, at its option and expense, either: (a) procure for the End-User the right to continue to use the Software as contemplated by this Agreement, (b) replace or modify the Software to make its use in accordance with this Agreement non-infringing, or (c) terminate this Agreement and provide the End-User with a refund of all fees paid hereunder (if any), less reasonable depreciation based on usage.
Said indemnity shall not apply to any claims that are due to the End User’s use of the Software against instructions, or for purposes it was not intended to be used. Furthermore, said indemnity does not apply to claims arising out of using the Software in connection with third party software.
8. Limited Warranty and Limitation of Liability
a. The End-User’s rights under the warranty require that the End-User has properly fulfilled its inspection and notification obligation. The End-User has to inspect the Software entirely. It is assumed that the End-User has accepted the Software if he or she has not refused acceptance within a reasonable period. Such period shall be 10 days from receipt of the Software. Licensor or NAVITEC Distributor does not waive its right of objection on the grounds of lateness. Claims due to delay in delivery are ruled out unless made prior to receipt of the software. Software acceptance represents a waiver of any and all claims due to delay in delivery.
b. The default warranty period for deliveries to any country is one (1) year. Any suspension or restart of the limitation periods is excluded.
c. To the extent the Software has a defect for which Licensor or NAVITEC Distributor is responsible, Licensor or NAVITEC Distributor shall be entitled to correct the defect, provide a replacement, or refund the End-User, at Licensor’s or NAVITEC Distributor’s choice. For defect correction of the product, Licensor or NAVITEC Distributor is obligated to pay all its expenses necessary for the purpose of correcting the defect of the delivered product, in particular cost of transport, travel, labor and materials, insofar as such cost are not increased due to the merchandise having been moved to a location other than the place of performance. Licensor or NAVITEC Distributor does not waive the right to be given the opportunity to remedy a fault, even if the transaction is an urgent one for the End-User. The remediation of a defect and/or the warranty for defects neither include(s) the expenses for the dismounting of the defect item, nor the expenses for its reinstallation. Licensor or NAVITEC Distributor shall not assume these costs.
d. Additional claims of the End-User are ruled out, regardless of their cause in law, insofar as no other provisions are set forth hereinafter. Therefore, Licensor and/or NAVITEC Distributor assumes no liability for any damage caused to the deliverable or by the deliverable to other property of the End-User.
e. Maximum compensation of the End-User based on any payment claim by the End-User is limited to 20% of the yearly License Fee regardless of the type of the payment claim, arising either from warranty or otherwise from the contract.
f. Claims for damages – for whatever reason or legal ground – shall be made within one (1) year from the date of delivery or in case of service, from the date of the damage occurring event or completion of the service, whichever is earlier.
Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to You as an original licensee. In no event does Licensor or NAVITEC Distributor warrant that the Software is error free or that You will be able to operate the Software without problems or interruptions. Licensor or NAVITEC Distributor does not guarantee the correctness or usefulness of the results You obtained using the NAVITEC Software. Licensor or NAVITEC Distributor is not liable for any conclusions or actions based on the results You obtained. This is Your responsibility to confirm the accuracy and usefulness of the results.
The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, or any temporary software modules. All such software products are provided AS IS without any warranty whatsoever.
9. Applicable Laws and disputes
Laws of Finland shall govern the present License Agreement without applying its rules on choice of laws. Any dispute arising out of or in connection with this License Agreement shall be finally settled in the District Court of Helsinki, Finland.
10. Term and Termination
The License under this License Agreement becomes effective on the date You accept this License Agreement by loading the Software and will continue until terminated as provided for in this License Agreement. The License under this License Agreement will terminate upon a thirty (30) days’ notice from NAVITEC Distributor if You fail to comply with any material provision of this License Agreement and You fail to cure the material breach within the thirty (30) day cure period. Upon termination, You must destroy the Software together with all copies, adaptations and portions in any form.
11. Severability and Waiver
If any provision of this License Agreement is held to be illegal, invalid or otherwise unenforceable, the remaining provisions will remain in full force and effect. The waiver by either party of any default or breach of this License Agreement will not constitute a waiver of any other or subsequent default or breach.
12. Entire Agreement
This License Agreement may not be modified or amended except in a writing signed by a duly authorized representatives of the parties. In case of any written documents concerning the use of NAVITEC Software, a subject matter of this License Agreement, are signed between the parties, the provisions of those documents will be prevailing.
Download/Run
If You already have the Software downloaded or otherwise possessed, running the Software shall mean You to agree to the terms of the above License Agreement.