END USER LICENSE AGREEMENT AND WARRANTY
LIMITED USE LICENSE: Miller Engineering Services, Incorporated (“MESi” or
“Licensor”) grants you (“licensee”) the non-transferable right to use the purchased
MESi program products and accompanying materials (“Products”) within your
organization (corporation, partnership, self, or other entity), and, subject to
the limitations described below, to incorporate the Products into your
products. You may not deliver, transfer, sell or re-sell, or supply the Assembly
Source (.asm, .inc files) or C Source (.c, .h files) code, algorithms and any
documentation containing any of the foregoing, or derivative works created
utilizing any of the foregoing, including ports to other processors (all of the
foregoing, “Source Materials”), to any person or entity other than within your
own organization, without the express written consent from Licensor. Further,
you must hold the Source Materials associated with or a part of the Products in
confidence and treat the Source Materials the same as you would proprietary
information of your organization.
Simply stated, you may only deliver Object Code (.obj modules) embedded
in your product(s) to your customers and NOT THE SOURCE MATERIALS. If your
customers require access to the Source Materials, your customer must purchase
additional copies of the desired Source Materials. You may not deliver,
transfer, sell or re-sell, re-label, or supply the Products in their original
or assembled form (Object, Assembly, and/or C) as a stand-alone product,
without express written consent from Licensor, unless you are an authorized
MESi distributor under contract with MESi. You may wish to contact the Licensor
to negotiate a special use license arrangement for uses not permitted by this
Agreement.
LIMITED WARRANTY: Licensor warrants to the original licensee only,
that, for a period of ninety (90) days from the date of purchase, the Products
shall perform materially in accordance with the accompanying written materials
(manual.doc) and specifications referenced therein. Any alterations or modifications made to the Products without
express written consent from Licensor shall void this warranty and obligations
of Licensor both express and implied.
NO OTHER WARRANTIES: EXCEPT AS EXPRESSLY SET FORTH
HEREIN, THE SOFTWARE IS PROVIDED “AS IS” AND NEITHER LICENSOR, ITS EMPLOYEES, OR AGENTS, MAKE ANY WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT FOR THE
SERVICES OR ANY SOFTWARE OR DOCUMENTATION LICENSOR PROVIDES. NEITHER LICENSOR,
ITS EMPLOYEES, NOR AGENTS, WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE; NOR DO
ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE SOFTWARE OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY DATA
CONTAINED IN OR PROVIDED THROUGH THE SOFTWARE.
EXCLUSIVE REMEDY: The original licensee’s exclusive remedy for breach
of this warranty shall be, at the option of Licensor, either (a) to correct or
provide palliative solution to the Product that does not meet the stated
warranty, or (b) to refund the purchase price paid for the non-compliant
Product. In no event shall Licensor be
liable for any refund in excess of the purchase price paid for the Product for
any reason whatsoever.
LIMITATION ON DAMAGES: NOTWITHSTANDING ANYTHING CONTAINED HEREIN, LICENSOR
SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
NATURE (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, BUSINESS OR PROFITS)
FOR ANY REASON BEFORE OR AFTER DELIVERY EVEN IF SUCH DAMAGES WERE FORESEEABLE.
FAILURE TO
PAY: The failure to pay for MESi Products voids all of your rights under
this license agreement, but not your obligations. Further, in the event of non-payment, you shall be responsible
for all costs and expenses incurred by MESi
in connection with the collection and enforcement of this License Agreement,
including without limitation, reasonable attorney fees and expenses, whether or
not suit is filed against you, and all court costs.
APPLICABLE LAW: This
Agreement is governed by the internal substantive laws of the State of
Maryland. Licensee agrees
that the license of the Software shall not be subject to the Uniform Computer
Information Transactions Act. The
jurisdiction and venue for any action at law or in equity arising out of this
Agreement or occasioned by an alleged breach thereof shall lie exclusively in
the courts of Montgomery County, Maryland, USA.