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Tactician License Agreement for Desktop Products- Tactician
Corporation ©2008
Tactician Corporation
305 North Main St.
Andover, MA 01810
(978) 475-4475
THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE COMPANY YOU REPRESENT AND TACTICIAN
CORPORATION (LICENSOR). BEFORE CONTINUING WITH THE INSTALLATION OF THE PROGRAM
OR OPENING THE SEALED PACKAGE CONTAINING THE PROGRAM YOU MUST READ, ACKNOWLEDGE
AND ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE AND DATA LICENSE AGREEMENT
THAT FOLLOWS. BY ACCEPTING THE TERMS IN RESPONSE TO A PROMPT OR BY BREAKING
THE SEAL ON THE PACKAGE YOU MAKE THIS AGREEMENT BINDING ON YOURSELF AND
THE COMPANY. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS
AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS THEN YOU MAY WITHIN TEN
(10) DAYS OF RECEIPT RETURN THE UNOPENED PACKAGE AND/OR LICENSE AND THE
ACCOMPANYING ITEMS FOR A FULL REFUND.
DEFINITIONS: "Products" encompass generally the computer software
programs and other items delivered herewith as well as future updates, revisions
and modifications thereto including specifically "Tactician Core Products" (TCP),
each identified by a unique serial number or a limited quantity of the same
serial number, used with (Tactician One) or without a Tactician GUI (Tactician
One – Headless) directly or in the development of Derivative Products
or Services, “Derivative Products” within which a Tactician Product
is present, “Services” provided on the Internet in which utilize
the Products, "Tactician Derivative Products" (TDP), software components
provided by LICENSOR including SDK, Tactician Scripts, embedded software routines,
and user interfaces for use with TCP and "Data" which is non-software
information including cartographic, attribute, image or other data licensed
here and in future updates thereto. "Related Materials" encompass
documentation and other items accompanying the Products. "Technical Support" means
support (not consulting services, training, or other support) by telephone,
fax or EMAIL to explain the correct functioning of the Products as documented. "Third
Party" means an organization or individual who has authorized LICENSOR
to re-license their Products. "You" means the individual end user
or the Company you represent ordering and receiving the Products.
1. GRANT OF LICENSE. LICENSOR has developed and owns or is authorized to
license proprietary Products owned by Third Parties. LICENSOR grants to you
and by the installation and use the contents of this package you accept a
non-transferable, non-exclusive license to use the Products delivered with
this package, solely in accordance with these terms. The Products are licensed
to you in one of three potential configurations:
1.1 Single User License (Tactician One). You may install and use a single
copy of the software on a single computer. You may access the Products from
a hard disk, over a network, or by any other method in accordance with the
terms hereof. You must acquire additional single user licenses for additional
users to use the Products. You may use the SDK to develop Derivative Products.
To use or distribute more than one copy your Derivative Products you must
pay a license fee for each Product distributed or used by another user apart
from yourself.
1.2 Evaluation / Not for Resale License (Tactician One). You may use one
copy of the Products on a single computer for the period specified by Tactician
or its affiliates in advertised literature as the Evaluation or Test period.
You are acquiring only the limited right to use a single copy of the Products
for evaluation purposes. You are not acquiring any rights to the Products.
Upon request, after the agreed evaluation period, you must return or destroy
Products for which licenses have not been purchased.
1.3 Run-time License (Tactician One – Headless). These are Tactician
One products without a User Interface that are embedded into your own Derivative
Products. You may install and use a single copy of the software on a single
computer. You must acquire additional user licenses for additional users to
use the Products. To use or distribute more than one copy your Derivative
Products you must pay a license fee for each Product distributed or used by
another user apart from yourself.
LICENSOR and Third Party owners retain all ownership and copyright in the
Products. The Products are licensed, not sold, to you.
Uses Not Permitted. You may not copy, or translate, rent, disclose, publish,
sell, assign, lease, sublicense, market or transfer the Products or use them
in any manner not expressly authorized by this Agreement. You shall not derive
or attempt to derive the source code or structure of any portion of the Products
by disassembly, decompilation or any other means. You may not use the Products
to derive information of any kind that is competitive to Tactician or its
affiliates. You shall not use the Products to provide services or for any
other use of other persons or entities. Any copyright notice or proprietary
legend contained in or on the Products may not be altered, obscured or removed.
Each Data and Tactician Derivative Product (TDP) provided to you is for use
with a Tactician Core Product (TCP), as identified by a unique serial number.
The Data and/or TDP are not to be used with any other software, unless such
software is licensed by LICENSOR to specifically replace the original software
provided for use with the Data or TDP.
2. Limited Warranty. LICENSOR warrants that the Products when initially
delivered will substantially conform to then applicable technical specifications
for twelve (12) months after delivery. In the event of an error in unaltered
version of such Products, LICENSOR will use commercially reasonable efforts
to attempt to remedy any such defect. LICENSOR does not warrant that use of
the Products will be uninterrupted or that any and all Product errors can
or will be corrected. You must notify LICENSOR, in writing, within the warranty
period of any warranty claim. The foregoing is LICENSOR's SOLE OBLIGATION
and your SOLE REMEDY under this Limited Warranty.
Exclusion of Warranty. EXCEPT FOR THE FOREGOING LIMITED EXPRESS WARRANTY
AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR NEITHER MAKES
NOR GRANTS ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. LICENSOR
HEREBY EXCLUDES ANY AND ALL IMPLIED WARRANTIES (OR CONDITIONS OF MERCHANTABILITY,
MERCHANTABLE QUALITY, OR FITNESS FOR ANY PURPOSE) OR WARRANTIES ARISING BY
STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE.
Return Policy: Products may be returned within thirty (30) days of delivery
for a full refund for any reason.
Indemnification: You will defend, indemnify and hold Tactician and its
affiliates harmless against any claims or liabilities arising out of the use,
reproduction or distribution of the Products in any form.
End User agreements. You shall secure the end user’s agreement to the
terms of this agreement.
Technical Support Policy: You are entitled to twelve (12) months of Technical
Support from the date that the Products were delivered to you. In order to
be eligible for Technical Support, you must return the Registration Card that
accompanies the Products. The foregoing Warranty, Return and Technical Support
Policies are void in the event of accident, abuse, misuse, misapplication
or modification by someone other than LICENSOR. This Limited Warranty is non-transferable.
3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LICENSOR WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOSS OF
DATA OR INFORMATION OF ANY KIND OR FAILURE OF PRODUCTS TO PERFORM IN ANY WAY,
OR ANY LIABILITY FOR TERMINATION PAYMENTS TO YOU, ANY SUBLICENCEES OR THIRD
PARTIES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY MONETARY DAMAGES THAT EXCEED
THE AMOUNT RECEIVED BY LICENSOR OR ONE HUNDRED ($100.00) DOLLARS WHICHEVER
IS LESS.
Some states do not allow the foregoing exclusions or limitations so they
may not apply to you. To the extent that any provision of this Agreement is
prohibited by any federal, state or local law, which cannot be preempted,
it shall be deemed inapplicable without affecting the balance of the Agreement.
This Agreement gives you specific legal rights and you may also have other
rights, which vary from state to state.
4. NOTICES. Any notices to be delivered under this Agreement must be in
writing, addressed to the authorized representative of either party, and shall
be effective when delivered personally, by confirmed fax, deposited by certified
mail, return receipt requested, or by courier to the addresses specified on
invoices and/or order forms.
5. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by
the U.S. Government is subject to RESTRICTED RIGHTS as specified in applicable
DFARS (252.227.7013) and CFR (42 CFR 52/227/19) regulations.
6. PRODUCTS USAGE. Certain data and other Related Materials delivered with
the Products have been supplied by the organizations specified on this agreement
or in other places in the Products provided to you. The use of such Data and
Related Materials is governed by the terms of this License Agreement as well
as each organization's copyright and trademark policies. The Products are
UNPUBLISHED. ALL RIGHTS UNDER THE COPYRIGHT LAWS ARE RESERVED TO LICENSOR
and/or Third Parties.
7. SOFTWARE EXPORTING. The Products or Data may not be shipped, transferred,
or re-exported, directly or indirectly in violation of the United States Export
Administration Act or equivalent international regulations.
8. GENERAL. This agreement will be governed exclusively by the laws of
the Commonwealth of Massachusetts in the United States and the state or national
law of the Third Party Data suppliers in respect of Data. This Agreement represents
the complete, exclusive agreement between the parties with respect to the
subject matter and supersedes and replaces all priors oral and written communications
or agreements related thereto. Neither the license granted herein nor any
right arising therefrom shall be assignable by Licensee. Any modification
or addition to these terms must be in writing and signed by an officer of
LICENSOR. If any provision of this Agreement is declared invalid or unenforceable,
such provision shall be deemed deleted and the remaining provisions of this
Agreement shall remain in effect. If any action is brought by either party
to enforce this Agreement, the prevailing party shall be entitled to attorney's
fees and costs of litigation.
Tactician®, The Tactician Globe, MapScape®, Targeter®, TravelTime™,
GeoTargeter™, Insert Express, industry and solution balls, PentaGRID,
and “Prepare to Win” are registered trademarks, trademarks or
service marks of TACTICIAN CORPORATION or its affiliates, 305 North Main
Street, Andover, Massachusetts 01810, USA. Phone: (978) 475-4475. Fax: (978)
475-2136. Other Trademarks owned by Third Parties are listed in the information
provided. This is a “prompt accept” or "break the seal" license
and not necessarily signed by the end user. Tactician Corporation reserves
the right in its sole discretion to modify this License Agreement at any
time.
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