Software License Agreement
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IMPORTANT: This License Agreement is a legal agreement between You and Hondata. PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT.
Definitions. "Hondata" means Hondata, Inc. "You"/"Your" means you and/or your company. "Software" means the product provided to You, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation.
Ownership. The Software is owned and copyrighted by Hondata and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. THE SOFTWARE IS LICENSED, NOT SOLD. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. You agree that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Hondata. You agree not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Hondata. You agree to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Hondata.
Disclaimer of Warranty. The Software is provided on an "AS IS" basis, without warranty of any kind, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non- infringement. The entire risk as to the quality and performance of the Software is borne by You. Should the Software prove defective, You, not Hondata or its licensors, assume the entire cost of any service and repair. If the Software is intended to link to, extract content from or otherwise integrate with a third party service, Hondata makes no representation or warranty that Your particular use of the Software is or will continue to be authorized by law in Your jurisdiction or that the third party service will continue to be available to You. In no event shall Hondata's or its suppliers' liability to You, whether in contract, tort (including negligence), or otherwise, exceed the price paid by You. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. This disclaimer of warranty constitutes an essential part of the agreement. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
Limitation of liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL HONDATA OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE OR ECONOMIC LOSSES. IN NO EVENT WILL HONDATA OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID TO LICENSE THE SOFTWARE, EVEN IF YOU OR ANY OTHER PARTY SHALL HAVE INFORMED HONDATA OR ITS LICENSORS OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM. NO CLAIM, REGARDLESS OF FORM, MAY BE MADE OR ACTION BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO THE PARTY ASSERTING IT. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL HONDATA OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF HONDATA OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Grant of License. Hondata grants You a non-exclusive and non-transferable license to use the Software in object code form on a single central processing unit owned or leased by You. You may make one (1) archival copy of the Software provided You affix to such copy all copyright, confidentiality, and proprietary notices that appear on the original.
Restricted use. You agree to use reasonable efforts to prevent unauthorized copying of the Software. You may not disable any licensing or control features of the Software or allow the Software to be used with such features disabled. You may not share, rent, or lease Your right to use the Software. You may not modify, sublicense, copy, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement. You may not reverse engineer, decompile, translate, create derivative works, decipher, decrypt, disassemble, or otherwise convert the Software to a more human-readable form for any reason. You will return or destroy all copies of the Software and generated content (if applicable) if and when Your right to use it ends. You may not use the Software for any purpose that is unlawful. You may not copy, distribute, sell, rent, distribute or transfer calibrations supplied by Hondata, and any derivatives of such calibrations without the written permission of Hondata.
Reverse Engineering. EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE. YOU SHALL NOT CREATE, SELL OR DISTRIBUTE SOFTWARE, PROCESSES OR INSTRUCTIONS TO DISABLE ANY COPY PROTECTION FEATURES OR LICENSING OF THE SOFTWARE OR ADDITIONAL SOFTWARE.
Applicable Software. The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Hondata does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
Termination. This License is effective until terminated. You may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Hondata if You fail to comply with any provision of this License. Upon termination, You must destroy all copies of Software.
Export Regulation. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledges that You have the responsibility to obtain licenses to export, re-export, or import Software.
Applicable Law. This License shall be governed by and construed in accordance with the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software.
Governing Language. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.
Entire Agreement. This license constitutes the entire agreement between the parties relating to the Software and supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter of this license. Any conflict between the terms of this License Agreement and any Purchase Order, invoice, or representation shall be resolved in favour of the terms of this License Agreement. In the event that any clause or portion of any such clause is declared invalid for any reason, such finding shall not affect the enforceability of the remaining portions of this License and the unenforceable clause shall be severed from this license. Any amendment to this agreement must be in writing and signed by both parties.
Additional Software. This license applies to updates, upgrades, plug-ins and any other additions to the original Software provided by Hondata, unless Hondata provides other terms along with the additional software.