GumshoeKI CORPORATION LICENSE AGREEMENT
This License and Distribution Agreement ("Agreement") is made and entered into by and between GumshoeKI Corporation, a Delaware corporation located at 7577 Central Parke Blvd, Suite 316, Mason, OH 45040 ("GumshoeKI"), and the Licensee who agrees to the terms and conditions outlined below.
Recitals
GumshoeKI is the owner and authorized licensor of the software products and associated documentation described in Exhibit A (the "GumshoeKI Software"). Licensee wishes to license the Software, in object code form, solely under the terms of this Agreement.
License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY. BY CLICKING "ACCEPT," YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE, CLICK "DO NOT ACCEPT" AND DO NOT USE THIS SOFTWARE.
1. License
GumshoeKI grants you a license to use the GumshoeKI Software and accompanying documentation under the terms set forth herein. You own the media on which the GumshoeKI Software is recorded, but GumshoeKI retains all rights, titles, and interest in the Software, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights. This License does not transfer any ownership rights in the Software to you.
2. Term
This License is valid for the purchased version of the Software provided you comply with its terms. Your rights under this License will terminate automatically without notice if you fail to comply with any term. Upon termination, you must destroy all copies of the GumshoeKI Software in your possession.
3. Permitted Uses
Site License: Permits use by current direct employees within the site and during the agreed timeframe. Upon activation, the license is node-locked to the user’s PCs, up to the specified maximum number of users. Unauthorized access or transfer of the license outside the site is prohibited.
Enterprise License: Permits use by current direct employees within the enterprise, including all sites and corporate offices, for the agreed timeframe. Upon activation, the license is node-locked to the user’s PCs, up to the specified maximum number of users. Unauthorized access or transfer of the license outside the enterprise is prohibited.
4. Software Maintenance and Updates.
Until the license expires, the license includes maintenance, updates, and access to the learning materials.
5. Service Level Agreement (SLA).
No SLA guaranteed response times for software issues or customer questions. eLearning resources are available, and users can email support@evsm.com. Paid deployment services are available.
6. Disclaimer of Warranty on GumshoeKI Software
The Licensee acknowledges and agrees that use of the GumshoeKI Software is at their sole risk. THE GumshoeKI SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND GumshoeKI, its affiliates and distribution partners EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. GumshoeKI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GumshoeKI SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE GumshoeKI SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE GumshoeKI SOFTWARE WILL BE CORRECTED. FURTHERMORE, GumshoeKI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE GumshoeKI SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GumshoeKI SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE GumshoeKI SOFTWARE PROVE DEFECTIVE, YOU (AND NOT GumshoeKI) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING GumshoeKI PRODUCTS OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GumshoeKI's NEGLIGENCE.
7. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL GumshoeKI, OR ITS DEVELOPERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR DISTRIBUTION PARTNERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE.
8. High-Risk Activities
The GumshoeKI Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High-Risk Activities"). GumshoeKI, its affiliates, and distribution partners expressly disclaim any express or implied warranty of fitness for High-Risk Activities.
9. Export Law Assurances
You may not use or otherwise export or re-export the GumshoeKI Software except as authorized by United States law and the laws of the jurisdiction in which the GumshoeKI Software was obtained. In particular, but without limitation, the GumshoeKI Software may not be exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. By using the GumshoeKI Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
10. Controlling Law and Severability
This Agreement shall be construed and controlled by the laws of the State of Ohio, and Licensee consents to exclusive jurisdiction and venue in the federal courts sitting in Hamilton County, Ohio, unless no federal subject matter jurisdiction exists, in which case Licensee consents to exclusive jurisdiction and venue in the Superior Court of Hamilton County, Ohio. Licensee waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
11. Government Use
All Software provided to the U.S. Government under solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Software provided to the U.S. Government under solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
12. General
All notices and requests in connection with this Agreement shall be deemed given as of the day they are (a) transmitted via electronic mail with a copy deposited in the mails, postage prepaid, certified or registered, return receipt requested, or (b) sent by overnight courier, charges prepaid, with a confirming fax; and addressed as follows:
To GumshoeKI:
GumshoeKI Corporation
7577 Central Parke Blvd, Suite 316, Mason, OH 45040
Attention: Dilesh Patel
Phone: (513) 378-9701
Copy to:
Cors & Bassett, Attorneys at Law
201 East Fifth Street, Suite 900, Cincinnati, OH 45202
Attention: William Kohlhepp, esq.
Phone: (513) 852-8200
13. Complete Agreement
This License constitutes the entire agreement between the parties concerning the use of the GumshoeKI Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by GumshoeKI.
Exhibit A (the "GumshoeKI Software")
As used in this Agreement, the term "Software" means GumshoeKI's Caper™ software, eVSM™ Standard software, eVSM Mix Software, eA3™ software, VisPatent™ software, VisProof™ software, and eKaizen™ software along with any documentation provided therewith.