Step 1 of 2: End User License Agreement
NOTICE TO USER: THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THE SOFTWARE.
This Analytical Methods, Inc., End User License Agreement ("Agreement") sets forth the terms and conditions under which you are licensed to use the Software. Software means (A) all of the contents of the download, disk(s), CD-ROM(s), or other media with which this Agreement is provided, including but not limited to (i) AMI or third party software; (ii) related explanatory written materials (“Documentation”); and (B) modified versions, upgrades, updates, additions, and copies of the Software, if any, licensed to you by AMI (collectively, “Updates”). The term “User” and the term “Customer” are used interchangeably in this Agreement and are understood to refer to the purchaser and ultimate user(s) of the Software. AMI grants to you a nonexclusive and nontransferable license to use the Software, provided that you agree to the following:
NOTICE TO STUDENTS: EDUCATIONAL LICENSES ARE ISSUED TO U.S. ACADEMIC INSTITUTIONS FOR USE IN COURSEWORK OR STUDENT PROJECTS. EDUCATIONAL LICENSES ARE NOT PROVIDED FOR INDIVIDUAL STUDENT COMPUTERS AT THIS TIME. EXCEPTIONS MAY BE MADE FOR STUDENT ORGANIZATIONS OR PROJECTS. A WRITTEN REQUEST FROM AN ACADEMIC ADVISER WILL BE REQUIRED.
- Agreement Terms. The terms of this Agreement shall, to the extent these terms are inconsistent therewith, supercede Customer’s Purchase Order, Request for Proposal, Purchase Agreement, and all similar purchase or acquisition documents prepared or submitted by Customer.
- Use of Licensed Programs - Restrictions/Export License.
- The Licensed Programs and Materials are exported under the following licenses:
VSAERO, USAERO, MGAERO, VLAERO+, HOVER, ICE, MSES, MISES, XFOIL, OMNI3D, Surfgen, SPIN(w), PEP, AEROPOINTER, GRIDGEN AND ROTOR.
General License EAR99
USFPI - ECCN 8D992 CAMRAD II, NSAERO - ECCN 9D991
- Customer is authorized to use the Licensed Programs and Materials only for its own internal operation (and not for other persons), and only at the location and only on the Computer CPU designated by Customer on the Software Registration Form.
- In the event Customer desires to transfer the operation of any Licensed Program to a computer other than the computer designated, or Customer desires to transfer the operation of the Licensed Program to a location other than the location designated then Customer shall request the prior written approval of AMI, which approval shall not be unreasonably withheld.
- If the computer designated is temporarily inoperable, Customer is authorized to use any Licensed Program on a backup computer until the operable status of the computer designated in the respective License Schedule is restored and processing on the backup machine is completed.
- 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. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Software may not be downloaded or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial Orders.
- Customers outside the United States agree that neither the Licensed Programs nor the direct product thereof will be used either directly or indirectly, for the creation of missiles. The term "missiles" is defined as rocket systems (including ballistic missile systems, space launch vehicles, and sounding rockets) and unmanned air vehicle systems (including cruise missile systems, target drones, and reconnaissance drones) capable of delivering at least 500 kilograms (kg) payload to a range of at least 300 kilometers (km).
- Educational License. In the event the Licensed Programs are issued as Educational, Customer is authorized to use the Licensed Programs for educational purposes only. No commercial or government support activities with the provided software are allowed. Applications for exceptions should be submitted in writing. AMI will respond with a written waiver or denial promptly.
- Assignment of Use. Customer's rights under this Agreement to the Licensed Programs and Materials shall not be assigned, licensed or otherwise transferred by Customer, either voluntarily, by operation of law or otherwise, without the prior written approval of AMI.
- Licensed Materials. Upon receipt of the AMI Software Registration Form, AMI shall furnish to Customer the license keys required to run the software in accordance with the executed Purchase Order and/or Purchase Agreement.
- Education, Installation and Support Services. AMI offers to Customer education, installation and support services (“support services”) for an additional fee. These support services can be provided at AMI offices in Redmond, Washington, USA, or at Customer’s site.
- Warranty of Performance.
- AMI warrants that the Licensed Programs will conform to the Licensed Programs specifications when delivered to Customer if properly used in the operating environment specified in the Licensed Materials. It is understood, however, that errors or bugs may exist or occur in the Licensed Programs, and AMI will respond to reported error conditions as specified in Paragraph 13 below.
- The express warranties in this agreement are given in lieu of all other express and implied warranties, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, and the express warranties in this agreement are the only warranties made by AMI with respect to any Licensed Program.
- No employee, agent or representative of AMI has the authority to bind AMI to any oral representation of warranty concerning the Licensed Programs and Materials. Any written representation or warranty not expressly contained in this Agreement shall not be enforceable by Customer.
- Warranty of Right to Grant License. AMI warrants that it has the right to grant a license to the Licensed Programs and Materials.
- Copyright and Patent Indemnity. AMI warrants that, to the best of AMI's knowledge, the Licensed Programs and Materials do not infringe any patent, copyright, or trade secret or any other intellectual property right. In the event any legal proceedings are brought against the Customer claiming an infringement of a patent, copyright, or trade secret or any other intellectual property right based on Customer's use of the Licensed Programs and Materials, AMI agrees to defend at AMI's own expense any such legal proceedings relating to such claim or claims and to hold Customer harmless from any damage, suit, cost, including reasonable attorney's fees incurred or awarded as the result of settlement
or judgement against the Customer, provided Customer gives AMI prompt written notice within fifteen (15) days of any such claim or of the institution of any such claims against Customer, and further, Customer cooperates completely with AMI in providing all necessary authority, information, and reasonable assistance to enable AMI, at AMI's option, to settle or defend such claims.
If "the licensed programs and materials" become the subject of a claim, AMI may procure for Customer the right to continue using the licensed programs and materials or modify the licensed programs and materials to make them noninfringing. If neither of the foregoing alternatives is reasonably available to AMI, then AMI may terminate this license and grant the Customer a refund for such licensed programs and materials as depreciated and accept their return or order their destruction.
- Trade Secret, Security and Confidentiality.
- Customer acknowledges AMI's representations that the Licensed Programs and Materials are AMI's confidential proprietary information and trade secret whether or not any portion thereof may be validly copyrighted or patented, and that Customer shall have no right, title or interest therein, except as expressly set forth in this agreement.
- Customer will take all reasonable precautions to maintain the confidentiality of the Licensed Programs and Materials. Customer's obligations under this paragraph will apply only to materials that are properly identified as AMI proprietary by an appropriate legend, marking, stamp or other positive identification on the face or in the media thereof at the time they are provided to Customer. Customer shall be deemed to have discharged its entire obligation respecting protection and security of AMI's materials if it exercises the same procedures and standards to protect such materials as it uses to protect its own similar proprietary materials. Finally, said obligations are not applicable to any materials if and to the extent same are:
- in the public domain;
- known to Customer prior to delivery by AMI;
- independently developed by Customer; or
- disclosed to Customer by a third party without breach of this Agreement by Custom
- The obligations and agreements set forth in this Article 11 shall survive termination, for whatever reason, of this Agreement.
- Copies of Licensed Programs and Materials. Customer may reproduce Licensed Programs for backup purposes only. Customer may reproduce Licensed Materials for its own internal use as long as all titles, trademarks, trade names and copyright notices are also reproduced.
- Maintenance Services. AMI offers to provide maintenance services ("Maintenance Services") at an additional fee. If Customer elects to purchase Maintenance Services, AMI will use its best efforts to correct any error or bugs reported by Customer and determined by AMI to be in the Licensed Programs or Materials. AMI shall respond to Customer requests for Maintenance in the most expeditious manner possible. In the event AMI finds that the reported error is not in its Licensed Programs or Materials, or that the error has resulted from the negligence or modification of the Customer, the Customer will be billed for reasonable travel and living costs incurred by AMI plus consulting fees at prevailing rates. Any new releases of Licensed Programs and Materials will be provided to Customer by AMI as part of Maintenance Services.
- Except as provided in paragraph 9 above, AMI's liability for damages resulting from Customer's use of the Licensed Programs and Materials shall not exceed the amount of the License Fee actually paid to AMI under this Agreement for the particular Licensed Program which caused the claim(s).
- AMI shall in no event be liable for loss of profit, goodwill or other special, indirect, incidental or consequential damages suffered by Customer as a result of Customer's use of the Licensed Programs and Materials even if AMI has been advised of the possibility of such damages.
- In no event shall any party who acts or has acted on AMI's behalf as a marketing representative or otherwise ("Representative") have any liability to Customer or any third party for, and Customer hereby waives and releases such representatives from, any present or future claim it may have or alleges to have in connection with the use by or furnishing AMI software products.
- Nothing in this Paragraph 14 will be deemed to relieve AMI of liability for personal injury, death or property damage arising out of the negligent acts or omissions of AMI or its employees.
- Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of Washington.
- Jurisdiction and Venue. Customer acknowledges that the majority of contacts concerning the Software are in Redmond, King County, Washington. It is therefore agreed that the jurisdiction for any action or arbitration pertaining to the Software, this License Agreement, and payment for same, shall be
exclusively within the courts of the State of Washington, United States of America, and the venue shall be placed in the Washington State Superior Court or the United States District Court for the Western Washington District of Washington, both sitting in Seattle, Washington.
- Attorney Fees and Costs. In any action or proceeding, judicial or non-judicial, to enforce, construe, or interpret this Agreement, the substantially prevailing party shall be entitled to recover against the other all of its attorney fees and all of its costs (including non-statutory costs) so incurred.
- Entire Agreement and Amendments.
- This Agreement, along with the executed Purchase Order and/or Purchase Agreement, contains all of the agreements and understandings between the parties hereto with respect to the Licensed Programs and Materials, and no oral agreements or written correspondence shall be held to affect the provisions hereof. All subsequent changes, amendments and modifications, to be valid, must be by written instrument executed by authorized representatives of AMI and Customer.
- If any one or more provisions of this Agreement are fully adjudicated to be unlawful or unenforceable by a court of competent jurisdiction, then this Agreement shall be construed as if such unlawful provisions had not been contained herein.
- A waiver of any breach or default under this Agreement shall not be a waiver of any other or subsequent breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.
- Headings preceding the text of Articles are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect the meaning, construction, interpretation or effect of this Agreement.
- This Agreement shall be binding upon, and shall inure to the benefit of, the parties of this Agreement and their respective successors and assigns.
BY CLICKING "I AGREE" YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.