SOFTWARE LICENSE AGREEMENT
THE TERMS AND CONDITIONS CONTAINED HEREIN CONSTITUTE A LEGAL AGREEMENT.
THIS AGREEMENT (THE "AGREEMENT") CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU AND BLACKROCK MICROSYSTEMS, LLC ("BLACKROCK") WITH RESPECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS AGREEMENT CAREFULLY BEFORE YOU ACCEPT BY CLICKING I AGREE. BY CLICKING I AGREE, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND THE COMPANY SHALL TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR.
1. License. You are hereby granted a limited, nonexclusive, nontransferable license (the "License") to install this copy of the NeuroMotive software ("Software") on a single computer for which the software was designed. This License does not permit you to use the Software for any purpose other than as expressly permitted by this Agreement, including without limitation any use of the Software for productive purposes or deployment of the Software in any commercial application or in the operation of any Company’s business.
2. Ownership Rights. The Software is protected by United States patent and copyright laws and international treaty provisions. Blackrock owns and retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to any intellectual property in the Software, and you will not acquire any rights to the Software except the limited right to use it as expressly set forth in this Agreement.
3. Restrictions. You may not rent, lease, loan, resell or otherwise transfer the Software. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement. You may not transfer any of the rights granted to you under this Agreement. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based in whole or in part upon, the Software. You may not copy the Software or Documentation. You may not remove any proprietary notices or labels on the Software. All rights not expressly set forth hereunder are reserved by Blackrock. Blackrock reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement.
4. Exclusion of Warranties. THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS", AND ANY USE BY LICENSEE OF THE SOFTWARE WILL BE AT LICENSEE’S SOLE RISK. BLACKROCK MAKES NO WARRANTIES RELATING TO THE SOFTWARE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
5. Limitation of Liability. UNDER NO CIRCUMSTANCES OR LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL BLACKROCK BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (EVEN IF BLACKROCK SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY PROVISION OF THIS AGREEMENT, FOR ANY OTHER DAMAGES OR LOSSES OF ANY NATURE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6. United States Government. The Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
7. Export Controls. Export of the Software may be subject to compliance with the rules and regulations promulgated from time to time by the Bureau of Export Administration, United States Department of Commerce, which restrict the export
and re-export of certain products and technical data. If the export of the Software is controlled under such rules and regulations, then the Software shall not be exported or re-exported, directly or indirectly, (a) without all export or re-export licenses and United States or other governmental approvals required by any applicable laws, or (b) in violation of any applicable prohibition against the export or re-export of any part of the Software. Some countries have restrictions on the use of encryption within their borders, or the import or export of encryption even if for only temporary personal or business use. You acknowledge that the implementation and enforcement of these laws is not always consistent as to specific countries. Although the following countries are not an exhaustive list there may exist restrictions on the exportation to, or importation of, encryption by: Belgium, China (including Hong Kong), France, India, Indonesia, Israel, Russia, Saudi Arabia, Singapore, and South Korea. You acknowledge it is your ultimate responsibility to comply with any and all government export and other applicable laws and that Blackrock has no further responsibility after the initial license to you within the original country the license was granted resides.
In addition, neither the Software nor the Documentation and underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department’s list of Specially Designated Nations or the United States Commerce Department’s Table of Denial Orders. By downloading or using the Software you are agreeing to the foregoing and you are certifying that you are not located in, under the control of, or a national or resident of any such country or on any such list.
8. Miscellaneous. This Agreement is governed by the laws of the state of Utah without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Software is the entire agreement between Blackrock and the Licensee and supersedes any other prior or contemporaneous agreements or communications with respect to the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Blackrock. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Blackrock or a duly authorized representative of Blackrock. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The parties confirm that it is their wish that this Agreement has been written in the English language only.
9. Blackrock Contact. If you have any questions concerning these terms and conditions, or if you would like to contact Blackrock for any other reason, please email us at email@example.com, write us at Blackrock Microsystems, 630 Komas Drive Suite 200, Salt Lake City, Utah 84108, or call us at +1(801) 582-5533.
IF YOU EITHER DO NOT UNDERSTAND OR DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNINSTALL THE SOFTWARE AND REMOVE ANY COPIES OF THE SOFTWARE FROM YOUR COMPUTER(S).