PRESIDIUM GEM COMPUTER GAUGE SOFTWARE LICENSE

This License Agreement (Agreement) is a contract between You (as an individual or as a representative of your employer) and Presidium Instruments Ltd. ("Company") for the PRESIDIUM GEM COMPUTER GAUGE software (including source code) accompanying this Agreement (the "Software").  In consideration for access to the Software, You agree to be bound by this Agreement. 

1.  LICENSE GRANT. Subject to all of the terms and conditions of this Agreement, Company grants You a non-exclusive, non-sublicensable, non-transferable license to use the Software with Company products, modify the Software for use with Company products, and market, sell or otherwise distribute: 

(a) Your end application that integrates Software and Company products ("Licensee Product"); or 

(b) Your modifications to the Software provided that the modified Software has the following copyright and disclaimer notice prominently posted in a location where end users will see it (e.g., installation program, program headers, About Box, etc.): 

"Copyright (c) 2022 PRESIDIUM INSTRUMENTS LTD. All rights reserved. This version of the PRESIDIUM GEM COMPUTER GAUGE Software has been modified by [INSERT YOUR NAME, DATE OF SOFTWARE MODIFICATION HERE]. You may use, copy, modify and distribute the Software for use with PRESIDIUM products only.  If you distribute the Software or its derivatives, the Software must have this copyright and disclaimer notice prominently posted in a location where end users will see it (e.g., installation program, program headers, About Box, etc.).  To the maximum extent permitted by law, this Software is distributed "AS IS" and WITHOUT ANY WARRANTY INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, or NON-INFRINGEMENT. IN NO EVENT WILL PRESIDIUM OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THE USE, MODIFICATION OR DISTRIBUTION OF THIS SOFTWARE OR ITS DERIVATIVES."

You may not copy or reproduce all or any portion of Software, except to the extent that such activity is specifically allowed by this Agreement or expressly permitted by applicable law notwithstanding the foregoing limitations.

All copies of the Software created by You or for You, including derivatives, must include the copyright, trademark and other proprietary notices as they appear on the original or, in the event You modified the Software, the notice listed above. You may not remove or alter any identifying screen that is produced by the Software.

2.  OWNERSHIP AND TITLE. Software is licensed pursuant to the Agreement, not sold.  All right, title and interest, including intellectual property rights, in and to Software, derivatives thereof, implementation of the Software in microcontrollers, and hardware and software implementations of Software or derivatives shall remain in Company. You will not obtain ownership rights to derivatives of Software, and by accepting the terms of this Agreement assign any such rights to Company that You do receive.  Except as specifically stated in the Agreement, you are granted no other rights, express or implied, to the Software, derivatives thereof, or other Company intellectual property such as trade secrets, patents, copyrights, and trademarks.

3.  CONFIDENTIALITY. You agree not to disclose Software to any third party, except as permitted by this Agreement.  To the extent that Software becomes part of the public domain, is independently developed, or obtained free from any obligation of confidentiality then the obligation of confidentiality under this Agreement shall not apply. 
 
4.  COPYRIGHT. The Software is protected by U.S. copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

5.  TERMINATION OF AGREEMENT. Without prejudice to any other rights, Company may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement.  Upon termination, You shall immediately: (a) stop using and distributing the Software and derivatives thereof; (b) destroy all copies of the Software and derivatives in your possession; and (c) remove Software from any of Your tangible media and from systems on which the Software exists.  Termination of this License shall not affect the right of any end user or consumer to use Licensee Product or modified Software; provided that such product or modified Software was purchased or distributed prior to the termination of this License.

6.  DANGEROUS APPLICATIONS. You acknowledge that Software has not been designed to be fault tolerant.  You warrant that You will not use Software or derivatives in a dangerous, hazardous, or life supporting application where the failure of such application could lead directly to death, personal injury, or environmental damage.

7.  INDEMNITY. You will indemnify and hold Company and its licensor(s), its related companies and its suppliers, harmless for, from and against, any claims, costs (including attorney's fees), damages or liabilities, including without limitation product liability claims, arising out of: (a) Your use, modification and distribution of the Software and its derivatives; or (b) violation of this Agreement. COMPANY AND ITS LICENSOR(S) ASSUME NO RESPONSIBILITY FOR, NOR INDEMNIFY YOU AGAINST, ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY CLAIMS BROUGHT AGAINST YOU RELATING TO THE SOFTWARE.

8.  NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS LICENSOR PROVIDE SOFTWARE "AS IS" AND EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF SOFTWARE, AS WELL AS ANY DERIVATIVES OF THE SOFTWARE MADE FOR YOU OR ON YOUR BEHALF.  COMPANY AND ITS LICENSOR(S) ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR ERRORS OR OMISSIONS OF SOFTWARE AND DO NOT WARRANT THE FOLLOWING: (A) THE FUNCTIONS CONTAINED IN SOFTWARE WILL MEET YOUR REQUIREMENTS; (B) THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) ANY DEFECTS IN SOFTWARE WILL BE CORRECTED. 

9.  LIMITATION OF LIABILITY. COMPANY AND ITS LICENSOR TOTAL AGGREGATE LIABILITY IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY, CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEE YOU PAID FOR THE SOFTWARE. IN NO EVENT SHALL COMPANY AND ITS LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, HARM TO YOUR EQUIPMENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, ANY CLAIMS BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ANY DEFENSE THEREOF), ANY CLAIMS FOR INDEMNITY OR CONTRIBUTION, OR OTHER SIMILAR COSTS. If any remedy is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in the limited warranty shall remain in effect.

10.  SURVIVAL.  Sections 2-15 shall survive termination of this Agreement. 

11.  CHOICE OF LAW; VENUE; LIMITATIONS ON CLAIMS. You agree that this Agreement and any conflicts regarding Software, shall be construed, interpreted and governed by the laws, and subject to the exclusive jurisdiction of the state or territory in the Company Terms and Conditions of Sale ("T&Cs").  In the event that the T&Cs do not apply or the choice of law or jurisdiction are not indicated therein, then this Agreement shall be construed, interpreted and governed by the laws, and subject to the exclusive jurisdiction of the State of Arizona, U.S.A. without regard to any conflict of laws principles. You agree that regardless of any law to the contrary, any cause of action related to or arising out of this Agreement or Software must be filed within one year after such cause of action arose, or be considered waived.

12.  EXPORT COMPLIANCE. You will not export or re-export Software, technical data, direct products thereof or any other items which would violate any applicable export control laws and regulations including, but not limited to, those of the United States and the United Kingdom.  You agree that it is Your responsibility to obtain copies of and to familiarize yourself fully with these laws and regulations to avoid violation.

13.  ASSIGNMENT. Neither this agreement nor any rights, licenses or obligations hereunder, may be assigned by You without the Company's prior written approval.

14.  ENTIRE AGREEMENT: MODIFICATIONS AND WAIVER. This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and merges and supersedes all communications relating to this subject matter, whether written or oral. Except as expressly set forth in this Agreement, no modification of this Agreement will be effective unless made in writing signed by Company.  No failure or delay by Company or its licensor(s) to assert any rights or remedies arising from a breach of this Agreement shall be construed as a waiver or a continuing waiver of such rights and remedies, nor shall failure or delay to assert a breach be deemed to waive that or any other breach. If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement and replaced with a valid provision that comes closest to the intention underlying the invalid provision.

Copyright (c) 2022, PRESIDIUM INSTRUMENTS LTD. All rights reserved. 
