End User License Agreement

 

                            IMPORTANT TERMS

PLEASE READ THIS AGREEMENT IN ITS ENTIRETY BEFORE YOU BEGIN TO USE THE SOFTWARE LICENSED HEREUNDER.  USE OF THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.  IF YOU DISAGREE WITH ANY PROVISION OF THIS AGREEMENT, PLEASE RETURN THE PRODUCTS IMMEDIATELY, FOR A FULL REFUND OF ANY AMOUNTS PAID LESS ANY APPLICABLE RESTOCKING CHARGES.  THESE TERMS AND CONDITIONS MAY NOT BE ALTERED WITHOUT THE PRIOR WRITTEN CONSENT OF ICS.  ALL DISPUTES CONCERNING THIS AGREEMENT MUST BE RESOLVED EXCLUSIVELY BY ARBITRATION IN THE STATE OF TEXAS.  YOU MAY NOT BRING A LAWSUIT AGAINST ICS IN ANY JURISDICTION.

GRANT OF LICENSE 

Integrated Command Software, Inc., (herein "ICS"), hereby grants to End User, as licensee (herein "Licensee"), a limited, non-exclusive license to use the Software that Licensee obtains pursuant to this End User License Agreement (herein "Agreement") as follows:  (i) to use the Software solely for Licensee's own internal access control and event processing operations on the specific CPU designated, or on a backup CPU if the designated CPU is inoperative, and (ii) to copy the Software for archival or backup purposes only.  The backup copy of the Software is subject to all provisions of this Agreement.  Licensee may not copy the written materials accompanying the Software.  Licensee may use the Software only at the specified licensed location.  All right, title and interest in the Software shall at all times remain the property of ICS or the proprietary Software owner.  This is a run-time license only.  Licensee may not distribute, resell, license, sublicense, use as a service bureau, or otherwise convey the Software, in whole or in part, or any rights in the licensed Software.  All rights not expressly granted to Licensee are hereby reserved to ICS.

SOFTWARE

For purposes of this Agreement, Software shall mean all operating or application programs, regardless of the storage media on which it is written or embodied, and whether in floppy disk, compact disk, or hard disk, or as a component of electric circuitry used in conjunction with other hardware.  Software does not include source code of any type, or any form for any of the programs or program components.

REGISTRATION

In order to obtain the Software warranty set forth in Paragraph 7 hereof, Licensee must register the Software with ICS.  There is no warranty, support or maintenance for any unregistered Software.  Upon registration, ICS shall supply the activation key that permanently activates the options of the licensed Software.  Upon registration, Licensee shall identify the location of the Software, and shall not change such location without notice to ICS.

COPYRIGHT 

The Software and related documentation, and all intellectual property rights associated therewith, are owned by ICS or its suppliers and are protected by United States copyright laws and international treaty provisions.  Licensee agrees it will not reverse, engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code, or create derivative works from the Software, or permit any of its employees, agents or contractors to do so.  Licensee acknowledges that ICS retains all right, title and interest in and to the Software, all copies and derivative works thereof, and all intellectual property rights therein.  Licensee agrees to maintain and protect the confidentiality of the Software and the proprietary and trade secret information associated therewith.

CONFIDENTIALITY

Licensee recognizes and acknowledges the confidential and proprietary nature of the Software, and all supporting documentation, and shall not disclose any information pertaining to these items except to employees in the normal course of their employment as necessary to utilize the Software provided hereunder.  Licensee shall hold and use the Software and documentation in such manner as to protect and maintain ICS's confidential and proprietary information and trade secrets and shall promptly notify ICS of any unauthorized use or disclosure.  Results of Software benchmark tests may not be disclosed unless ICS consents to disclosure in writing.

OTHER RESTRICTIONS 

This Agreement is Licensee's proof of license to exercise the rights granted herein and Licensee must retain a copy.  Licensee may assign its rights under this Agreement, provided Licensee transfers the Software and all accompanying materials, retains no copies, and the recipient confirms in writing to ICS prior to such assignment the assignee's agreement to be bound by the terms of this Agreement.  Such assignment shall not release Licensee of its duties and responsibilities hereunder, except to the extent ICS agrees in writing.  Licensee may not export or re-export the Software without ICS's prior written consent and appropriate United States and foreign government approvals.  Any other attempt to assign or transfer any rights or obligations hereunder is void.

LIMITED WARRANTY

ICS warrants that the Software will perform substantially in accordance with the Reference Manual published by ICS for a period of ninety (90) days from the date of initial shipment from ICS, and that printed materials and media will be free from physical defects for ninety (90) days from the date of initial shipment from ICS.  ICS provides one year of technical support for the Software from the date of initial shipment by ICS.  Technical support includes all Software updates with release dates during the first year following the date of initial shipment by ICS at no additional costs.  This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, contamination or alteration of the Software in any way by any party other than ICS.

LIMITED REMEDIES 

ICS's entire liability and Licensee's sole and exclusive remedy shall be at ICS's option, either to (a) correct the error that is identified during the warranty period and is capable of being replicated to ICS, (b) help the Licensee work around or avoid such error, or (c) authorize a refund so long as the Software and printed materials are returned to ICS.  This limited remedy is void if Licensee is not registered with ICS, or if the terms of the license are not accepted.  Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. 

NO OTHER WARRANTY

EXCEPT AS SET FORTH IN THE LIMITED WARRANTY, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE SOFTWARE AND DOCUMENTATION ARE PROVIDE "AS IS."  ICS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE.  ADDITIONAL STATEMENTS BY AGENTS, EMPLOYEES, OEM'S, DISTRIBUTORS, DEALERS OR THEIR REPRESENTATIVES OF ICS DO NO CONSTITUTE WARRANTIES BY ICS, DO NOT BIND ICS, AND SHOULD NOT BE RELIED UPON LICENSEE.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

In no event will ICS or its representatives be liable for any indirect, general, special, incidental, consequential, exemplary or other similar damages arising from the use of or inability to use the Software or from breach of any warranty, even if ICS or it representatives are aware of or have been advised of the possibility of such damages, and whether or not any limitation or remedies is deemed to have failed in its essential purposes.  In no event will ICS's liability for any claim, whether in contract, tort, breach of warranty, strict liability or any other theory of liability, exceed the license fees paid by Licensee 

OTHER PROVISIONS 

The allocation of risk and limitation of liability contained in this Agreement are essential provisions, which are reflected in the price paid by Licensee and without which ICS would not provide the Software or documentation.  This Agreement constitutes the entire and exclusive agreement between Licensee and ICS with respect to the terms herein; it supersedes any prior understandings, representations or agreements, whether oral or written, on this subject; it may not be modified, except by a signed written agreement.  Any terms or conditions contained in any purchase order or other document that purport to modify or supplement this Agreement are hereby rejected.  In the event that one or more of the provisions contained in this Agreement are found to be unenforceable, the remaining terms shall continue in full force and effect.  ICS shall be entitle to recover, in addition to any other relief, reasonable attorney's fees and expense incurred in connection with enforcement of this Agreement.

APPLICABLE LAW 

This Agreement shall be governed by the laws of the State of Texas, without regard to Texas conflicts of laws principles.

TERM OF LICENSE 

The license granted hereunder may be terminated by ICS, in addition to any other rights and remedies available to ICS at law or in equity, if Licensee fails to comply in any material respect with any of the terms of this Agreement, or fails to pay in full the applicable license fees and any taxes thereon.  In such case, Licensee shall return the Software, and related documentation to ICS, immediately upon demand.

ARBITRATION AND VENUE

The parties agree that any dispute or claim in any way arising under or with respect to this Agreement shall be resolved through binding arbitration as provided herein.  The American Arbitration Association shall be the arbitration administrator.  The location of the arbitration shall be Houston, Texas.  Licensee agrees that arbitration in Houston, Texas is the exclusive method of resolving all disputes or claims hereunder and not in any other court or jurisdiction.  The arbitrators shall have no authority to alter the terms of this Agreement.  The arbitrators shall have no authority to award punitive, exemplary, or similar damages or any consequential damages against ICS, regardless of the failure of any limited remedies set forth herein.  Nothing in this paragraph shall in any way limit ICS's rights to obtain from a court injunctive or other equitable relief relating to the enforcement of ICS's rights under patent, copyright, trademark or other similar laws, rules and regulations protecting ICS's intellectual property and proprietary information and to obtain any remedies provided by statute for violations of ICS's intellectual property rights in and to the Software.