Terms and Conditions for accessing and using Haptech software
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY INSTALLING OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT.
This Agreement sets forth the terms and conditions of Your use of the Haptech, Inc. software or
development tools (the “Software”), including, without limitation, the Haptech, Inc. application
programming interface made available by Haptech Inc. for You to interact with the Open API and Data Capture features of Haptech Manager as may be updated from time to time (the “API”), and all related documentation, tools, services, content, or information (the “Documentation”). For the purposes of this Agreement, the “Haptech SDK” means the Software, the API, and the Documentation; "You" means You, the end user; "Licensor" or “Haptech” means Haptech, Inc., a Louisiana Corporation doing business as “Haptech Defense Systems”, and its subsidiaries and affiliates; and “Reseller” means any third-party distributor or Reseller of the Software.
1. Software License Grant.
Licensor hereby grants to You a non-exclusive, non-assignable, non-transferable, limited license to use the Software according to the provisions contained herein. You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein. You also shall not install the Software on a network server, use the Software in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to You in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and
Documentation.
The Software may only be used in connection with Haptech, Inc. Electromagnetic Recoil System products and their accessories (the “Haptech Products”) and shall not be used in connection
with any other products, including unapproved virtual reality products and/or peripherals. You may reproduce and provide one (1) copy of the Software and Documentation for each Haptech Product on which the Software is installed. Otherwise, the Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that You make. Licensor may discontinue or change functionality of the Software or Haptech Products at any time, and Your continued use of the Software or Haptech Products is conditioned upon Your adherence to the terms of this Agreement, as modified by Licensor from time to time. Your use of third-party materials included in the
Software may be subject to other terms and conditions typically found in separate third-party license agreements or “READ ME” files included with such third-party materials. To the extent such other terms and conditions conflict with the terms and conditions of this Agreement, the former will control with respect to the applicable third-party materials.
2. API License.
Licensor hereby grants to You a non-exclusive, non-assignable, non-transferable, limited license to use the API and related Documentation to (i) enable Your use of the Software and the Haptech Products; (ii) use the API to demonstrate or test the functionality or integration of the Software and the Haptech Products with Your systems; (iii) make available the API and Software to Your authorized users for the purposes of developing, testing, and supporting the Software or the Haptech Products, and (iv) distribute and allow access to or integration of the API within Your application to end users of such application. Except as expressly permitted in (iii), You or any Reseller is not permitted to reproduce, distribute or allow access to the standalone API. Licensor will provide access to the API via a username and password to provide access to the Support Site for the purpose of allowing You to download the API for use in accordance with the terms set out herein (the “API Credentials”). Licensor may immediately terminate or revoke any such credentials for any reason, at any time, with or without prior notice, in Licensor's sole discretion. You shall not sell, transfer, sublicense, or disclose Your API Credentials to any third party. Licensor reserves the right to limit the number of periodic API calls made by You and the Software. Licensor may temporarily suspend access to the API under this Agreement if such API call limits are exceeded. Attempts to circumvent API call limits may result in termination of this Agreement or any licenses or access granted hereunder. Unused API calls will not roll over to the next call limit period.
3. No Assignment; No Transfer.
You are granted a limited, non-exclusive, nontransferable, non-assignable license (or, as applicable, sublicense, if You are using the Software as part of a product purchased from a Reseller) to use a single copy of the Software and Documentation during the term of this Agreement. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software and Documentation.
4. No Modification; No Reverse Engineering.
You shall not use the Haptech SDK (or any part thereof) for any purpose not expressly permitted by this Agreement. For example, You shall not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or attempt to derive the source code of the Haptech SDK or any part thereof or any other software or firmware provided to You by Haptech, Inc., or assist someone in performing such prohibited acts. You shall not disclose to any third party the results of any benchmarking or comparative study or analysis involving the API or related documentation. You shall not remove any proprietary notices from the Haptech SDK or any part thereof. You shall not the Haptech SDK or any part thereof for any illegal or nefarious purpose, including but not limited to transmission of any material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs; interference with or disruption of the integrity or performance of the Haptech SDK or the data contained therein; or attempt to gain unauthorized access to the computer systems or networks related to the Haptech SDK.
5. Law; Import/Export Restrictions.
You are responsible for compliance with all applicable laws and legal requirements related to Your use of the Haptech SDK. You shall not use the Haptech SDK or any part thereof in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. You agree not to import or export the Haptech SDK (or any copies thereof), or any products utilizing the Haptech SDK in violation of any applicable laws or regulations of the United States, the country to which You have imported or exported, or any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations, the U.S. Department of Commerce, and the U.S. Export Administration Act. You agree to indemnify Licensor from liability if You violate any such laws or regulations.
6. Title; Confidentiality.
You agree that Licensor owns and holds all right, title, and interest to the Haptech SDK, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Haptech SDK shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Haptech SDK is protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by Licensor. You agree that this Agreement and the Haptech SDK are Licensor’s confidential information (and are not publicly available), and You will not use them, disclose them, or make them available to others except in accordance with the terms of this Agreement.
7. Feedback
Any information provided by or on behalf of You to Licensor in the form of feedback, comments, suggestions, ideas, or other communications that could be used to improve or modify the Haptech SDK or any component thereof (“Feedback”) shall belong exclusively to Licensor, and Licensor shall be free, without any obligation whatsoever, including without limitation the payment of any royalty or other amount, to develop, cite, adopt, take action to protect related intellectual property rights, commercialize, and market the ideas or content contained in such Feedback.
8. Term and Termination.
You or Haptech may terminate this license at any time upon written notice. Your license is conditioned upon your compliance with all terms of this Software License Agreement, and the license grant herein for your use of the Haptech SDK will terminate immediately if You fail to comply with any term or condition of this Agreement, including but not limited to: Your use, modification, copying, distribution, reverse engineering, decompiling, or otherwise using, or permitting any other party to use, the Haptech SDK in any manner not expressly permitted under the terms of this License Agreement; Your infringement of Licensor or third party intellectual property rights; Your production or distribution of unauthorized copies of the Haptech SDK, Haptech Products, or any components thereof; or Your use or combination of the Haptech
SDK with any product not authorized in writing by Licensor. Upon termination of this License
Agreement for any reason, You agree to immediately (i) cease all use of the Haptech SDK, (ii) delete and return to Haptech or securely destroy your copy of the Haptech SDK and related Documentation, together with all copies thereof, and (iii) certify to Licensor in writing, that all copies of the Haptech SDK have been deleted and/or returned to Licensor, and that you have ceased all access to the Haptech SDK by You and all of your authorized users.
9. Governing Law.
The laws of the State of Louisiana shall govern the construction of this Agreement, without giving effect to choice-of-law principles, and You agree to be subject to personal jurisdiction in the State of Louisiana for the purposes of enforcing the provisions of this Agreement. All disputes relating to this Agreement shall be resolved by binding nonappearance-based arbitration before a neutral arbitrator in New Orleans, Louisiana. The arbitration shall be conducted in accordance with
the rules and procedures of JAMS then in effect, and the judgment of the arbitrator shall be final and capable of entry in any court of competent jurisdiction. You and Haptech, Inc. agree to submit and hereby waive any challenge to personal jurisdiction and venue in the courts located within New Orleans, Louisiana in connection with any entrance of an arbitrator's judgment or decision or any dispute with respect to the arbitration process or procedure or Haptech’s exercise of its equitable rights or remedies. The prevailing party in any such action shall be entitled to recover its reasonable attorneys' fees and costs incurred in litigating or otherwise settling or resolving such action. YOU FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT
TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS
AGREEMENT
10. Limited Warranty.
Licensor warrants that for a period of thirty (30) days from the date of installation, the Software, if operated as directed, will substantially conform with the functionality described in any Documentation. Licensor does not warrant, however, that Your use of the Software will be uninterrupted or error-free. Licensor's sole liability for any breach of this
warranty shall be, in Licensor's sole discretion (i) to replace Your defective Software, or (ii) to advise You how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation. If any modifications are made to the Software by You during the warranty period, or if the Haptech
Products are subjected to accident, abuse, or improper use, or if You violate the terms of this Agreement, then this warranty shall immediately terminate and be void. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of Haptech Products with which the Software was purchased with or designed to be used as described in the Documentation.
THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. THE HAPTECH SDK IS NOT FAULTTOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, PHYSICAL OR EMOTIONAL IMPAIRMENT, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). LICENSOR SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.
11. Indemnification.
You agree to defend, indemnify, and hold harmless Licensor and its third-party suppliers or resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims that result from or relate to Your use, reproduction, or distribution of the Haptech SDK, or Your breach of any representation, warranty, or obligation under this Agreement.
12. Limitation of Liability.
IN NO EVENT SHALL LICENSOR OR ANY OF ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE HAPTECH SDK, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE HAPTECH SDK
13. Severability.
In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
14. Acknowledgment.
By downloading, installing, or using any part of this Haptech SDK, You indicate that You have read this Agreement, understand it, and agree to be bound by its terms and conditions.
15. No Waiver.
The failure or delay by Licensor to require performance of any provision of this Agreement
does not constitute a waiver of Licensor’s rights, and a waiver in one instance does not constitute a waiver in any subsequent instance.