Desktop License Agreement
Desktop License Agreement – Tactician Corporation © 2017
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 Standard Technical Support from the date that the Products were delivered to you. 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®, Mapscape®, Targeter®, Prepare to Win®, Tactician Prepare to Win®, Tactician® One™, Tactician® Online™, Tactician Business Gaming®, Play to Win®, Tactician Business Gaming Play to Win®, TravelTime™, GeoTargeter™, Strategy Map™, Insert Express®, Tactician® Micro-Marketing Machine™, Tactician® Selling Machine™, The Tactician Globe, and industry and solution balls are registered trademarks, trademarks or service marks of TACTICIAN CORPORATION or its affiliates, 305 North Main Street, Andover, Massachusetts 01810, USA. Phone: (978) 475-4474. Fax: (978) 475-2136. Other Trademarks owned by Third Parties are listed in the information provided. To the extent a name or logo does not appear on this list does not constitute a waiver of any and all intellectual property rights that Tactician Corporation or its subsidiaries has established in any of its product, feature, or service names or logos. Tactician Corporation reserves the right in its sole discretion to modify this License Agreement at any time.