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.