End User License Agreement For Licenced Applications
Last Updated: May 15, 2015.
PLEASE CAREFULLY READ THIS AGREEMENT BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED APPLICATION. THIS AGREEMENT IS A BINDING CONTRACT THAT GOVERNS USE OF THE LICENSED APPLICATION, EXEMPTS THE APPLICATION PROVIDER AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS.
BY CLICKING THE “AGREE/ACCEPT” BUTTON OR DOWNLOADING, INSTALLING OR USING THE LICENSED APPLICATION, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE LICENSED APPLICATION. UNAUTHORIZED INSTALLATION OR USE OF THE LICENSED APPLICATION IS STRICTLY PROHIBITED.
- Introduction/Definitions: The Recon™ App Center is used by independent software developers to distribute their software applications for use on Recon™ heads-up display devices (each a “HUD Device”). If you are required to accept and agree to this License Agreement before you download a software application from the Recon™ App Center, then this License Agreement governs your use of the software application and in this License Agreement: (a) the software application is referred to as the “Licensed Application”; and (b) the person who distributes the Licensed Application through the Recon™ App Center is referred to as the “Application Provider”.
- License: Subject to the provisions of this Agreement, Application Provider hereby grants to you a non-exclusive, world-wide, royalty-free, perpetual, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to download and install one (1) copy of the object-code (machine-readable) version of the Licensed Application on a compatible HUD Device that is owned by you and to use that installed copy of the Licensed Application solely in connection with your lawful use of the HUD Device for your own personal, non-commercial purposes (the “License”). The License is limited to the intellectual property rights in the Licensed Application owned by Application Provider and its licensors, and does not include or relate to any other intellectual property rights.
- Restrictions/Prohibited Uses: You may not: (a) use the Licensed Application in any manner or for any purpose except as expressly permitted by this Agreement; (b) transfer possession of the Licensed Application to any other person; (c) copy or reproduce the Licensed Application, except to the extent required to install the Licensed Application on your HUD Device; (d) license, sublicense, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit access or use of the Licensed Application to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge; (e) except as, and only to the extent, expressly permitted by this Agreement or applicable law, adapt, alter, change, enhance, modify, improve or translate the Licensed Application, create derivative works from or based on the Licensed Application, merge, embed or combine the Licensed Application with any other software or materials, or reverse engineer, disassemble, decompile, convert into human readable format, or otherwise attempt to access or derive the source code of the Licensed Application; (f) alter, attempt to circumvent, destroy, obscure, conceal, modify or remove any notices, proprietary codes or locks, means of identification, rights management information, technological protection measures or agreements on, in or in relation to the Licensed Application; or (g) authorize, assist or encourage any other person to do any of the foregoing or to use the Licensed Application in a way that would constitute an infringement of Application Provider’s rights in the Licensed Application or a breach of this Agreement if it were done by you. You will protect the Licensed Application against unauthorized access, distribution or use. Regardless of the number of copies of the Licensed Application received by you or the means by which you receive them, each copy of the Licensed Application is subject to this Agreement.
- Embedded Third Party Components: The Licensed Application may include computer code and other materials licensed by third parties for use as part of the Licensed Application, and your use of those items is governed by this Agreement and the applicable third party licensing terms and conditions, which will be contained or referenced in the documentation for the Licensed Application available on Application Provider’s website.
- Updates/Upgrades: Application Provider is not obligated to issue updates or new versions or releases to or of the Licensed Application, but Application Provider in its discretion may do so, and each of those updates, versions or releases of the Licensed Application may have different features and functionalities than previous versions of the Licensed Application. This Agreement applies to each update or new version or release to or of the Licensed Application made available by Application Provider unless Application Provider indicates that the update or new version or release is subject to a different agreement, in which case the different agreement will govern.
- Usage Information/Feedback: If you give to Application Provider information or data (including diagnostic and analytics data) regarding your use of the Licensed Application or feedback (including any ideas or suggestions for corrections, enhancements or improvements) regarding the Licensed Application, then Application Provider and its successors, assigns and licensees may use the information and feedback for any and all purposes (including to support, maintain and improve the Licensed Application and Application Provider’s other products and services) without providing any compensation or attribution to you or any other person.
- Technical Requirements/Legal Compliance: You are solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment (including your personal computer), software and services (including Internet access) necessary for you to download and install the Licensed Application on your HUD Device and use the Licensed Application on your HUD Device. You will comply with all applicable laws regarding your use of the Licensed Application.
- Services: If the Licensed Application provides access to services provided or operated by Application Provider or one or more independent third parties (each a “Service”), then: (a) your access to and use of Services and the data made available through Services is subject to the applicable service agreements or terms and conditions, and you will comply with all of those service agreements and terms and conditions and all applicable laws relating to your use of Services; (b) you acknowledge that your use of Services may provide access to content that is offensive or otherwise objectionable; and (c) you use Services at your own risk. Application Provider reserves the right to change, suspend, remove, restrict or disable access to any Service at any time without any notice or liability to you or any other person.
- Ownership: Application Provider and its licensors own and retain all right, title and interest (including copyright and other intellectual property rights) throughout the world in, to and associated with the Licensed Application. The Licensed Application is licensed (not sold) to you for limited purposes as expressly set forth in this Agreement. The Licensed Application and related intellectual property rights are protected throughout the world by international laws and treaties. Except for the License, you will not acquire any right, title or interest in, to or associated with the Licensed Application pursuant to this Agreement or otherwise. Except as required by applicable law, under no circumstances will Application Provider be obligated to provide, nor will you be entitled to receive, obtain or access, any source (human readable) code for the Licensed Application. All rights not expressly granted under this Agreement are reserved to Application Provider and its suppliers and licensors.
- Termination: This Agreement is effective until terminated. You may terminate this Agreement for your sole convenience at any time by uninstalling and permanently deleting and destroying all copies (full or partial) of the Licensed Application in your possession or control (including copies of the Licensed Application installed on your HUD Device) and then delivering a notice of termination to Application Provider. This Agreement will terminate immediately and automatically, without any notice to or from Application Provider, if you breach this Agreement. Application Provider in its discretion may terminate this Agreement for Application Provider’s sole convenience upon thirty (30) days’ notice to you. Upon termination of this Agreement, the License will immediately terminate and you will immediately cease using the Licensed Application and permanently delete and destroy all copies of the Licensed Application in your possession or control (including copies of the Licensed Application installed on your HUD Device). Notwithstanding any other provision of this Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive the termination of this Agreement and will remain in full force and effect and be binding upon the Parties as applicable: sections 3, 4, 6, 10, 11, 12, 13, 14, 15 and 16.
(a) GENERAL DISCLAIMER: YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION AND USE OF THE LICENSED APPLICATION TO ACHIEVE YOUR INTENDED RESULTS, AND YOU INSTALL AND USE THE LICENSED APPLICATION AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: DURABILITY; FITNESS FOR A PARTICULAR PURPOSE; MERCHANTABILITY; NON-INFRINGEMENT OF THIRD PARTY RIGHTS; LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE; PERFORMANCE; QUALITY; RESULTS; SUITABILITY; TIMELINESS; TITLE; QUIET ENJOYMENT; OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY DISCLAIMED BY APPLICATION PROVIDER TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, APPLICATION PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION WILL BE CONTINUOUS, UNINTERRUPTED, SECURE OR ERROR FREE, THAT DEFECTS IN THE LICENSED APPLICATION WILL BE CORRECTED, OR THAT THE LICENSED APPLICATION WILL BE COMPATIBLE OR OPERATE WITH ANY COMPUTER OR DEVICE, THIRD PARTY SOFTWARE OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF APPLICATION PROVIDER WILL CREATE ANY LEGALLY BINDING OR EFFECTIVE REPRESENTATION, WARRANTY OR PROMISE.
(b) NO HIGH RISK USE: THE LICENSED APPLICATION IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR SUITABLE FOR USE IN A SITUATION WHERE FAILURE OR FAULT OF ANY KIND (INCLUDING DELAYS, ERRORS OR INACCURACIES IN PERFORMANCE, CONTENT, DATA OR INFORMATION PROVIDED BY THE LICENSED APPLICATION OR ANY RELATED SERVICE) COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK USE”), INCLUDING THE OPERATION OF NUCLEAR OR CHEMICAL FACILITIES, AIRCRAFT OR OTHER MODES OF HUMAN MASS TRANSPORTATION, AUTOMOTIVE OR AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE-SUPPORT OR WEAPONS SYSTEMS OR MACHINES, OR MEDICAL DEVICES. HIGH RISK USE OF THE LICENSED APPLICATION IS STRICTLY PROHIBITED.
(c) DATA: LOCATION DATA PROVIDED BY A SERVICE ACCESSED THROUGH THE LICENSED APPLICATION IS INTENDED FOR BASIC NAVIGATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO BE RELIED UPON IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE, TIME-DELAYED OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY OR PROPERTY OR ENVIRONMENTAL DAMAGE. APPLICATION PROVIDER DOES NOT GUARANTEE THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY OR TIMELINESS OF LOCATION DATA OR ANY OTHER DATA ACCESSED OR DISPLAYED BY THE LICENSED APPLICATION.
(d) THIRD PARTY SERVICES/MATERIALS: LOCATION DATA PROVIDED BY A RECON SERVICE OR A THIRD PARTY SERVICE IS INTENDED FOR BASIC NAVIGATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO BE RELIED UPON IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE, TIME-DELAYED OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY OR PROPERTY OR ENVIRONMENTAL DAMAGE. RECON DOES NOT GUARANTEE THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY OR TIMELINESS OF LOCATION DATA OR ANY OTHER DATA ACCESSED OR DISPLAYED BY THE SOFTWARE.
(e) RECON: RECON INSTRUMENTS INC. IS NOT RESPONSIBLE OR LIABLE FOR THE LICENSED APPLICATION, ANY SERVICE, DATA OR MATERIALS AVAILABLE THROUGH THE USE OF THE LICENSED APPLICATION, ANY ACT OR OMISSION BY OR ON BEHALF OF APPLICATION PROVIDER OR ANY RESULTING LOSS, DAMAGE OR LIABILITY. RECON DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY, CONDITION OR PROMISE REGARDING THE LICENSED APPLICATION, ANY SERVICE, DATA OR MATERIALS AVAILABLE THROUGH THE USE OF THE LICENSED APPLICATION, APPLICATION PROVIDER OR ANY SERVICE, DATA OR MATERIALS PROVIDED BY APPLICATION PROVIDER. RECON INSTRUMENTS INC. IS NOT A PARTY TO THIS AGREEMENT.
(a) LIABILITY EXCLUSIONS/LIMITATIONS: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL APPLICATION PROVIDER GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PERSONAL INJURY OR ANY DAMAGE OR LOSS OF ANY NATURE OR KIND WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA OR INFORMATION, LOSS OF USE, LOSS OF PRIVACY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY OR LOSS OF PRODUCTIVITY) OR ANY LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE LICENSED APPLICATION (INCLUDING YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION) OR ANY RELATED MATTER; AND (II) IF NOTWITHSTANDING THE FOREGOING APPLICATION PROVIDER GROUP IS LIABLE TO YOU OR ANY OTHER PERSON, THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL APPLICATION PROVIDER GROUP’S TOTAL AGGREGATE LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE LICENSED APPLICATION (INCLUDING YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION) OR ANY RELATED MATTER EVER EXCEED THE AMOUNT OF CDN$5.00. THIS SECTION 13(a) APPLIES TO LOSS, DAMAGE AND LIABILITY HOWEVER CAUSED AND UNDER ANY THEORY OF LAW (INCLUDING CONTRACT, TORT, STRICT LIABILITY, AND STATUTORY LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY APPLICATION PROVIDER OR ANY PERSON FOR WHOM APPLICATION PROVIDER IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU FOR YOUR LOSS, DAMAGE AND LIABILITY, OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR APPLICATION PROVIDER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS, DAMAGE AND LIABILITY BEING INCURRED.
(b) EXCEPTIONS: THE LAWS IN SOME JURISDICTIONS PROHIBIT OR LIMIT THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, AND SO THE DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT MIGHT NOT APPLY TO YOU.
(c) DEFINITIONS: IN THIS SECTION 13, “APPLICATION PROVIDER GROUP” MEANS APPLICATION PROVIDER AND EACH OF APPLICATION PROVIDER’S AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PARTNERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS AND REPRESENTATIVES, JOINTLY AND SEVERALLY.
- Export/Import/Use Restrictions: The Licensed Application may include items or technologies that are subject to domestic and international export, import or use restrictions or controls imposed by applicable law. You will comply with all applicable export, import and use restrictions and controls under the laws of Canada, the United States of America, the jurisdiction in which you are located and any other applicable laws in effect from time to time, and you will not export, or permit or assist the export or re-export, import or use of the Licensed Application in violation of the laws of Canada, the United States of America, the jurisdiction in which you are located or any other applicable laws, including to any prohibited or restricted country or person. You represent and warrant that you are not located in, under control of, or a national or resident of, an embargoed country or a country that has been designated as a “terrorist supporting” country by any of the governments of Canada, the United States of America, the jurisdiction in which you are located or the United Nations, and that you are not listed on any list of prohibited or restricted persons issued by any of the governments of Canada, the United States of America, the jurisdiction in which you are located or the United Nations, and that your possession or use of the Licensed Application is not prohibited by any applicable law.
- Government Users: The Licensed Application and related documentation are “Commercial Items” (as defined at 48 C.F.R. §2.101) consisting of “Commercial Computer Licensed Application” and “Commercial Computer Licensed Application Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Licensed Application and related documentation are licensed to U.S. Government end users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users as expressly set forth in this Agreement. Unpublished-rights are reserved under the copyright laws of the United States, Canada and all other applicable jurisdictions.
(a) Governing Law: This Agreement and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code or the Uniform Computer Information Transaction Act.
(b) Miscellaneous: No consent or waiver by Application Provider to or of any breach of this Agreement by you will be effective unless in writing and signed by Application Provider or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. Application Provider’s rights and remedies under this Agreement are cumulative and not exhaustive or exclusive of any other rights or remedies to which Application Provider may be lawfully entitled under this Agreement or at law, and Application Provider will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance this Agreement would fail in its essential purpose. You may not assign this Agreement or any of your rights (including the License) or obligations under this Agreement. Application Provider in its discretion may assign this Agreement or any of Application Provider’s rights and obligations under this Agreement. The provisions of this Agreement will enure to the benefit of and be binding upon you and Application Provider and your respective successors, permitted assigns and personal representatives.
(c) Interpretation: In this Agreement: (i) “this Agreement” and other similar terms refer to this End User License Agreement for Licensed Application as a whole, and not just to the particular provision in which those words appear; (ii) headings are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (iii) words importing the singular number only include the plural and vice versa; (iv) words importing a gender include both genders; (v) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society and any other legal entity; (vi) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (vii) “law” includes common law, equity, statutes, legal codes, regulations, ordinances and orders in council, and reference to a specific law includes all regulations, and ordinances and orders in council and mandatory guidelines and directives made or issued under the law; and (viii) “discretion” or any variation thereof used with respect to a party mean the party’s sole, absolute and unfettered discretion.
(d) Complete Agreement/Governing Language: This Agreement sets forth the entire agreement between you and Application Provider regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may not be modified, except by a written agreement that expressly states that it is an amendment to this Agreement and is signed by Application Provider. You and Application Provider have expressly requested and required that this Agreement and all related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s'y rapportent soient rédigés en anglais. Subject to applicable law, any translation of this Agreement provided by Application Provider is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English version then the English version of this Agreement will take priority and govern.