Only authorized licensees of Adaptive I/O Technologies, Inc. d/b/a AiT Instruments (“AiT”) may use this software (“Software”).  This Software is a copyrighted work owned by AiT and it contains trade secrets and confidential proprietary information of AiT.  Any use of this Software by an unauthorized user and/or any use by an authorized licensee that fails to comply with the terms and conditions of the License Agreement set out below may constitute a breach of contract, copyright infringement and unlawful trade secret misappropriation in violation of U.S. and international laws.

IMPORTANT- YOU MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT SET OUT BELOW BEFORE YOU CAN INSTALL OR USE THE SOFTWARE.  BY DOWNLOADING THE SOFTWARE AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT TO THE TERMS OF THIS LICENSE AGREEMENT AND YOU AGREE TO BE BOUND BY THIS LICENSE AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON TO CANCEL THE INSTALLATION PROCESS

LICENSE AGREEMENT

AIT ("LICENSOR") AGREES TO LICENSE TO LICENSEE (“YOU”) THE SOFTWARE DEFINED BELOW ONLY UPON YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AS SET FORTH ABOVE. 

1.             Definitions.  The term "Documentation" means all associated electronic/hard-copy documentation related to the Software.  The term “Software” means the software installed on the CD, or downloaded from the website, associated with this Agreement. 

2.             Ownership.  The Software is licensed (not sold) to You.  Licensor retains all right, title, and ownership of the Software and Documentation, all related intellectual property rights.  You may not resell or sublicense the Software without the prior written consent of Licensor, provided that you may resell derivative works (“Derivative Works”) of the Source Code (as defined below) in connection with the sale and/or distribution of products customary sold and/or distributed by You. 

3.             License Grant

                a. Authorized Uses. Subject to the terms and conditions of this License Agreement, Licensor grants You a nontransferable and nonexclusive license to (a) use and display the Software in executable run-time code for internal purposes; (b) use the hard copy/electronic copy of the associated Documentation for internal purposes; and (c) use, modify and create derivative works of, the source code portion of the Software (“Source Code”).  You may make archival copies of the Software for back-up purposes only, and You must hold such copies in a secure location and use only in the event and for so long as the operational copy ceases to function. 

                b. Prohibited Uses.  You shall not: (1) use the Software, except in strict accordance with the terms and conditions of this License Agreement; (2) copy any part of the Software, excluding the Source Code; (3) distribute, rent, lease, sublicense or publicly display any portion of the Software, excluding the Derivative Works; (4) modify or prepare derivative works of the Software, excluding Your right to create the Derivative Works of the Source Code; (5) use the Software, excluding the Derivative Works, commercially with or for the benefit of third parties, or in any other way other than for Your own internal, domestic, personal or business purposes; (6) permit any third party to access or use the Software, excluding the Derivative Works; (7) decode, decompile, disassemble or otherwise reverse engineer the Software, excluding the Derivative Works; and/or (8) use the Software, excluding the Derivative Works, on any hardware not provided by or sold by Licensor. 

                c. Transfer.  This Software, excluding the Derivative Works, may not be transferred to any third party except as provided herein.

4.             Confidentiality.  The Software and all related intellectual property rights constitutes proprietary trade secret information owned solely by Licensor (collectively, "Confidential Information").  You agree that You will not, without the express prior written consent of Licensor, (1) use the Confidential Information other than to use the Software as authorized by this License Agreement; (2) disclose any Confidential Information to any third party; or (3) fail to use best efforts to safeguard the Confidential Information from unauthorized use, copying, or disclosure. You acknowledge that a breach of this Section 4 may cause the Licensor irreparable harm and damages that are difficult to ascertain.  Therefore, the Licensor, upon a disclosure or threatened disclosure of any Confidential Information, will be entitled to injunctive relief (without the requirement of posting bond), without limiting its other remedies under this License Agreement, in equity or at law.  The obligations of this Section shall survive this License Agreement without limitation in duration.  You consent to having any information that You provide to the Licensor processed and stored in the United States. 

5.             Warranties; Disclaimers; Limitations

                a. Licensor warrants that for a period of ninety (90) days from the time You install the Software, it will substantially conform to the Documentation that is published at the time of your installation.  Licensor makes no warranty or representation that the Software will be bug or error free, or, except as may be stipulated in the Documentation, that use of the Software will achieve any particular result(s).  EXCEPT FOR THE LIMITED EXPRESS WARRANTY STATED IN THIS LICENSE AGREEMENT, THIS SOFTWARE IS PROVIDED "AS IS WITH ALL FAULTS", AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.  IN ADDITION, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES (I) OF MERCHANTABILITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF SYSTEM INTEGRATION; (IV) ARISING FROM USAGE, TRADE OR COURSE OF DEALING OR PERFORMANCE; (V) ARISING UNDER THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS; (VI) OF INFRINGEMENT; AND (VII) AGAINST INTERFERNCE WITH YOUR ENJOYMENT OF THE SOFTWARE. 

                THIS LIMITED WARRANTY DOES NOT APPLY AND WILL AUTOMATICALLY TERMINATE IN THE EVENT THAT YOU COMMIT ANY OF THE PROHIBITED ACTS SPECIFIED IN SECTION 3(B) ABOVE.

       b. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS LICENSE AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU AGREE THAT LICENSOR’S LIABILITY IN CONNECTION WITH THE SOFTWARE, WHETHER ARISING IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY SHALL NOT EXCEED ONE U.S. DOLLAR ($1). 

       YOU UNDERSTAND AND AGREE THAT LICENSOR IS NOT ENGAGED, AND DOES NOT PURPORT TO BE ENGAGED, IN YOUR BUSINESS AND YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISION YOU MAKE OR ACTION YOU MAY TAKE AS A RESULT OF YOUR USE OF THE SOFTWARE.  THE LIMITATIONS OF WARRANTIES, LIABILITIES AND REMEDIES UNDER THIS LICENSE AGREEMENT ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER TO OBTAIN THE SOFTWARE AT THE SPECIFIED LICENSE FEE.  YOU AGREE TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY LICENSOR CONTAINED HEREIN AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT OF THE REMEDY PROVIDED HEREUNDER.  THE ESSENTIAL PURPOSE OF THE LIMITED REMEDY PROVIDED TO YOU HEREUNDER IS TO ALLOCATE THE RISKS AS PROVIDED ABOVE.  You also agree that Licensor is not responsible for any loss of your data regardless of cause and that It is your responsibility to make regular data backups and to maintain and test data recovery procedures.

                c. Some states do not allow the exclusion of implied warranties, so the above limitations may not apply to You. This warranty gives You specific legal rights, and You may also have other rights which vary from state to state.

6.             Third Party Software; Your Warranties.  You understand and agree that your use of the Software may involve or require the utilization of third party software and related software applications (collectively, “Third Party Software”).  You are responsible, at your sole expense, for determining, prior to using the Software, what Third Party Software may be utilized or required by your proposed use of the Software.  Further, You are responsible for obtaining all necessary licenses and/or permission (including without limitation the appropriate number of seat licenses) from the provider or licensor of the Third Party Software to use any Third Party Software that may be used with the Software.  In addition, You understand and agree that You are solely responsible for paying all license fees and charges and/or other costs relating to use of any Third Party software with the Software and that Licensor bears no responsibility for any such fees, charges and/or costs.  You represent and warrant that You own and/or have properly obtained a valid license or other permission from the provider or licensor of the Third Party Software to use any additional software, including without limitation any Third Party Software that may be used when You run and/or use the Software.  You further represent and warrant that any such license or permission permits You to use the Third Party Software with the Software and permits You to use the Third Party Software in such manner as You do in fact use the Third Party Software with the Software.     

7.             Indemnity.  You agree to indemnify Licensor and hold Licensor (and its directors, officers, agents, and employees) harmless against any claim, judgment, damages or expenses (including reasonable attorneys’ fees) arising from a claim by any party alleging, in part or in whole, any of the following: (1) that your acts, including without limitation any written or oral advice, or omissions in connection with the Software and Documentation caused third party injury, damage, or loss of any type; (2) infringement of such party’s rights, including without limitation its intellectual property rights, in any claim related to the Derivative Works and/or in any claim related to any act or omission by You in contravention of Section 3(b) of this License Agreement; (3) that your use of any Third Party Software in connection with your use of the Software violated the rights, including without limitation the contractual or intellectual property rights, of the provider or licensor of the Third Party Software; and/or (4) that You violated the confidentiality provisions set forth in Section 5 of this License Agreement.   

8.             Term and Termination.  Once You accept this License Agreement, it continues perpetually, unless otherwise terminated in accordance with this License Agreement.  You may terminate this License Agreement at any time by ceasing all use of the Software and deleting all copies of the Software and Documentation in your possession and from all storage media.  Licensor may terminate this License Agreement at any time if You breach any term of this License Agreement.  Upon termination of this License Agreement for any reason, You agree to cease using the Software and to delete all copies (in a way that prevents all future access to the Software) in your possession and/or from all storage media.  In addition, You agree to return any Confidential Information to Licensor.

9.             General Terms

       a. Taxes.  You shall pay all sales and other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this License Agreement.  You shall be responsible for the direct payment of sales taxes imposed by jurisdictions other than the Commonwealth of Virginia.  Without limiting the foregoing, You shall promptly pay to Licensor an amount equal to any such items actually paid, or required to be collected or paid by Licensor.

       b. Entire License Agreement. This License Agreement is the entire License Agreement and supersedes any other written or oral agreements between the parties with respect to the Software.  This License Agreement cannot be modified except by a written instrument executed by duly authorized representatives of each party.

                c. Export.  You will comply fully with all export control laws and regulations of the United States Government and with any applicable laws and regulations of any other country and will indemnify, if requested, Licensor for any failure.

                d. Governing Law, Jurisdiction, Venue and Arbitration.  This License Agreement shall be governed by and construed in accordance with the laws of the United States and the Commonwealth of Virginia without reference to the choice of law principles thereof.  The operation of the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed.  If You are not a United States individual or company, then any claim or dispute arising out of, or related to, this License Agreement, or the making, performance, or interpretation thereof, will be finally settled by arbitration in accordance with the rules of the International Chamber of Commerce.  The award of the arbitrator will be the sole and exclusive remedy of the parties regarding any claims, counterclaims, issues, or accountings presented or pledged to the arbitrator.  The fees, costs, and expenses of the substantially prevailing party will be borne by the non-prevailing party.  Except as set forth above, each party irrevocably submits to the jurisdiction of the courts of the Commonwealth of Virginia and hereby waives, to the fullest extent it may effectively do so, the defenses of lack of personal jurisdiction or forum inconveniens.

                e. Severability. Should any term of this License Agreement be finally determined by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law and equity, the parties agree that such provision(s) shall be construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability, and that the other provisions of this License Agreement shall remain unaffected.

                f. Waiver.  The waiver or failure of Licensor to exercise in any respect any right provided for in this License Agreement shall not be deemed a waiver of any further right under this License Agreement.

                g. Relationship of Parties. The parties hereto are independent parties, and nothing in this License Agreement or the conduct of the parties pursuant hereto shall establish, or be construed to establish, a relationship of principal/agent, franchisor/franchisee, employer/employee, master/servant, or otherwise.

                h. Survivability.  The rights and obligations of both parties, which by their nature would continue beyond the termination or transfer of this License Agreement will so survive.

                i. Costs of Enforcement.  You agree to pay Licensor for all reasonable expenses it may incur in enforcing any provision of this License Agreement. 

                j. Government Use.  The Software is provided to the Government only with restricted rights and limited rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013(C) (1) (ii), as applicable.

Rev. 09/11