INDUSTRIAL SCIENTIFIC CORPORATION SOFTWARE END-USER LICENSE AGREEMENT

Version 2.0, January 31, 2017

 

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING OR USING THE PRODUCT ASSOCIATED WITH OR ACCOMPANYING THIS AGREEMENT, AND ALL IMPROVEMENTS, UPDATES, UPGRADES AND OTHER MODIFICATIONS THERETO (AS FURTHER DEFINED BELOW, THE "LICENSED WORK").  IT CONTAINS PROPRIETARY SOFTWARE, THE USE OF WHICH IS LICENSED BY INDUSTRIAL SCIENTIFIC CORPORATION (ISC or “Licensor”) OR ITS SUBSIDIARIES, INCLUDING BUT NOT LIMITED TO, PREDICTIVE SOLUTIONS CORPORATION (PSC), TO YOU AND YOUR ORGANIZATION, EMPLOYER, OR BUSINESS ENTITY ("you" or the "Licensee") FOR LICENSEE USE ONLY SUBJECT TO THE TERMS AND CONDITIONS OF LICENSE AS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE LICENSED WORK. USING ANY PART OF THE LICENSED WORK INDICATES THAT YOU ACCEPT THESE TERMS.

By downloading, installing and/or using the Licensed Work, you acknowledge your legally binding acceptance of and agreement to all of the terms and conditions of license set forth in this Agreement and that you are authorized to accept these Terms of Use to legally bind yourself and your employer, agents, affiliates and/or employees, as applicable.  Download, installation and use of the Licensed Work are each offered to the Licensee by Licensor subject strictly to all of the terms and conditions set forth below without variation or reservation.

Licensor reserves the right to change or modify this Agreement from time to time. Licensor will post any changes to the Agreement.  The date of the latest changes will be indicated at the top of the document.  You are advised to check the Agreement periodically for updates.  Continued use of the Licensed Work following the posting of changes will mean that you agree to be bound by such changes.

GRANT OF LICENSE: Licensor grants to you this personal, limited, non-exclusive, non-transferable, non-assignable license solely to install and use the Licensed Work (as defined below) for the Licensee's own internal use, and solely provided that you adhere to all of the terms and conditions of this Agreement.  The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Licensed Work or any Intellectual Property Rights of Licensor.  All rights not expressly granted above are hereby reserved to the Licensor and no grant of rights to Licensee shall be implied.  No export or transfer of license is permitted outside the licensing organization.

ASSENT: By accepting these terms via click-through or otherwise installing or using the Licensed Work, you agree to abide by all applicable intellectual property laws and all of the terms and conditions of this Agreement, and further agree to take all necessary steps to ensure that the terms and conditions of this Agreement are not violated by any person or entity under your control or in your service.

OWNERSHIP OF LICENSED WORK: The Licensor and/or its affiliates or subsidiaries own certain rights that may exist from time to time in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, trademark law, unfair competition law or other similar protections, regardless of whether or not such rights or protections are registered or perfected (the "Intellectual Property Rights"), in the computer software, together with any related documentation (including design, systems and user) and other materials made available by Licensor for use in connection with such the Licensed Work (collectively, the "Licensed Work").  ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE LICENSED WORK ARE AND SHALL REMAIN IN LICENSOR.

RESTRICTIONS:

(a)  You are expressly prohibited from copying, modifying, merging, selling, leasing, redistributing, assigning, or transferring in any manner, the Licensed Work or any portion thereof.

(b)  You may make only a reasonable number of copies of materials within the package or otherwise related to the Licensed Work solely as required for backup and/or disaster recovery purposes.

(c)  You are also expressly prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the Licensed Work as the Licensed Work contain proprietary material of Licensor.  You may not otherwise modify, alter, adapt, port, or merge the Licensed Work.

(d)  You may not remove, alter, deface, overprint or otherwise obscure Licensor patent, trademark, service mark or copyright notices.

(e)  You agree that the Licensed Work will not be shipped, transferred or exported into any other country, or used in any manner prohibited by any government agency or any export laws, restrictions or regulations.

(f)  You may not publish or distribute in any form of electronic or printed communication the materials within or otherwise related to Licensed Work, including but not limited to the object code, documentation, help files, examples, and benchmarks.

TERM: This Agreement is effective until terminated.  Licensor may terminate this Agreement in the event you breach the terms and conditions of this Agreement.  You may terminate this Agreement at any time by uninstalling the Licensed Work and destroying all copies of the Licensed Work.  Upon any termination, you agree to uninstall the Licensed Work and return or destroy all copies of the Licensed Work, any accompanying documentation, and all other associated materials.

COMPLIANCE WITH APPLICABLE LAW:  You agree to use the Licensed Work only for purposes which are lawful in applicable national and local jurisdictions and all subdivisions thereof, and in a manner consistent with the applicable personal rights of individual data subjects under such national and local laws.   You acknowledge that Licensor has no control over, is not responsible for, and does not endorse, any information or data that the Licensee chooses to process using the Licensed Work (or what happens to such information or data subsequent to processing through the Licensed Work) and that Licensee is solely responsible for, and liable for, any information or data that is processed by, or on behalf of Licensee, through Licensee's use of the Licensed Work.  If such information or data violates the terms and conditions set forth in this Agreement, Licensee acknowledges and agrees that it may bear legal responsibility for such information and/or data.

INET CONTROL CONTENT: You may not, under any circumstances, copy, access or otherwise use iNet Control Services, whether to create a derivative work of all or any part of the iNet Control Services or otherwise.  Additionally, by way of example, and not limitation, unless expressly authorized under these Terms of Use, you may not sublicense, alter, adapt, transmit, publicly perform or display, distribute, customize, modify, add to, delete from, create derivative works based upon any portion of the iNet Control Services, copy, screen capture, page scrape, counterfeit or paste content available through iNet Control Services ("iNet Control Content") to any other website or web page.    iNet Control Content available through iNet Control Services includes content owned or licensed by iNet Control.  iNet Control Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and iNet Control, iNet Control owns and retains all rights in iNet Control Services, including without limitation the Application and iNet Control Content.  Without Licensor's prior written consent, you may not, and may not permit others to: (a) modify or create any derivative works of the Application, iNet Control Content or its components; (b) decompile, disassemble, reverse engineer, reduce the Application or any other iNet Control Services to perceptible form, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Application or other iNet Control Services that include software (except to the extent applicable laws specifically prohibit such restriction); (c) sell, distribute or otherwise make available the iNet Control Services or components thereof, or this license, in any way; (d) repackage or bundle the Application with other software: (e) interface with iNet Control Services for purposes of extracting, viewing, or otherwise processing iNet Control Content in a manner other than those officially authorized and provided by ISC; or (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Application, the iNet Control Services or iNet Control Content. You acknowledge and agree that modification of the iNet Control Content or use of the iNet Control Content for any other purpose is a violation of Licensor's, our licensors' and suppliers' and possibly other third parties' copyright and proprietary rights. You agree to use the iNet Control Services only for purposes which are lawful in applicable national and local jurisdictions and all subdivisions thereof. If you violate any provision of these Terms of Use, your permission to use and access the iNet Control Services automatically terminates and you must immediately cease use of the iNet Control Services. Any other use or exploitation of the iNet Control Services, including without limitation the Application and the iNet Control Content, is strictly prohibited. You agree not to interrupt, or attempt to interrupt, the operation of the iNet Control Services in any way.

WARRANTIES AND DISCLAIMER:

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AND MUTUALLY EXECUTED AGREEMENT BETWEEN LICENSOR AND YOU, THE LICENSED WORK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (i) THE LICENSED WORK WILL MEET YOUR REQUIREMENTS, (ii) THE USE OF THE LICENSED WORK WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LICENSED WORK WILL BE TIMELY, ACCURATE, OR RELIABLE, (iv) THE QUALITY OF THE LICENSED WORK WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE LICENSED WORK WILL BE CORRECTED, AND/OR (vi) YOU MAY USE, PRACTICE, EXECUTE, OR ACCESS THE LICENSED WORK WITHOUT VIOLATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. NOTHING HEREIN SHALL BE CONSTRUED AS A WARRANTY, EXPRESS OR IMPLIED, OF COMPATIBILITY WITH ANY PARTICULAR MOBILE / COMPUTING DEVICE, OPERATING SYSTEM, OR OTHER SOFTWARE RESIDENT ON YOUR DEVICE.  IN ADDITION, YOU AGREE TO BE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL HARDWARE AND OTHER EQUIPMENT NEEDED TO USE THE FULL FUNCTIONALITY OF THE LICENSED WORK AND YOU SHALL BE RESPONSIBLE FOR ALL CHARGES RELATED THERETO.  SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF PENNSYLVANIA STATE LAW IS NOT HELD TO APPLY TO THIS AGREEMENT FOR ANY REASON, THEN IN JURISDICTIONS WHERE WARRANTIES, GUARANTEES, REPRESENTATIONS, AND/OR CONDITIONS OF ANY TYPE MAY NOT BE DISCLAIMED, ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION AND/OR WARRANTY IS: (1) HEREBY LIMITED TO THE PERIOD OF EITHER (A) THIRTY (30) DAYS FROM THE INITIAL DATE OF INSTALLING THE LICENSED WORK OR (B) THE SHORTEST PERIOD ALLOWED BY LAW IN THE APPLICABLE JURISDICTION IF A THIRTY (30) DAY LIMITATION WOULD BE UNENFORCEABLE; AND (2) LICENSOR'S SOLE LIABILITY FOR ANY BREACH OF ANY SUCH WARRANTY, GUARANTEE, REPRESENTATION, AND/OR CONDITION SHALL BE TO PROVIDE YOU WITH A NEW COPY OF THE LICENSED WORK.

IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE LICENSED WORK.  SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

COUNTERVAILING EFFECT. This Agreement sets forth certain legal rights, obligations, limitations and restrictions.  A Licensee may have other rights under the laws of such Licensee's home country. Licensees in certain jurisdictions may also have rights with respect to the party from whom you acquired the software. This Agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.

SEVERABILITY: In the event any provision of this License 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 and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.

GOVERNING LAW AND JURISDICTION:  You agree with Licensor that this Agreement shall be considered a contract governed by the laws of the Commonwealth of Pennsylvania, USA and any disputes regarding this Agreement shall be heard by the state and federal courts located in the Commonwealth of Pennsylvania, and each party consents to the exclusive jurisdiction of such courts. 

THIRD PARTY LEGAL TERMS INCORPORATED BY REFERENCE:  

Apple. In addition to terms and conditions set forth elsewhere in this Agreement, Apple, Inc. ("Apple") also requires that this Agreement between you and Licensor include the following:

(a)         Acknowledgement. You and Licensor each hereby acknowledge that this Agreement is concluded between You and Licensor only, and not with Apple.  Licensor, not Apple, is solely responsible for the Application licensed hereunder and the content thereof.

(b)          Supplemental License Terms for Licensed Works acquired through Apple App Store:  For Licensed Works acquired through the Apple App Store, your internal use licensed hereunder is limited to use of the Licensed Work on any Apple-branded product that you own or control and as may be further permitted by the Apple Usage Rules set forth in the Apple App Store Terms of Service, except that such Licensed Work may be accessed, acquired, and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

(c)        Maintenance and Support. Licensor is solely responsible for providing maintenance and support services with respect to the Application as required under applicable law, if any. You and Licensor each hereby acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

(d)        Warranty. Licensor shall be solely responsible for any product warranties not effectively disclaimed hereunder. Notwithstanding anything to the contrary herein, and without limiting the disclaimers and limitations set forth in this Agreement, in the event of any failure of the Application to conform to any such applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application to you.  To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Licensor's sole responsibility.

(e)        Product Claims: To the extent you, or any third party, has any claims relating to the Application or your possession and/or use of the Application including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, you and Licensor each acknowledge that Licensor, not Apple, is responsible for addressing any such claims, subject to the terms and conditions set forth in this Agreement and subject to applicable law.

(f)         Intellectual Property Rights.  In the event of any third party claim that the Application or your possession and use of that Licensed Application infringes that third party’s intellectual property rights, as between Licensor and Apple, it is Licensor, not Apple, who will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim arising under this Agreement or applicable law.

(g)         Legal Compliance. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country or region of a country that has been embargoed; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

(h)         Developer Name and Address. All end-user questions, complaints or claims with respect to the Application should be directed to Licensor at the addressed to Industrial Scientific Corporation Support, 1 Life Way, Pittsburgh, Pennsylvania 15205, USA, or via e-mail at ISClegal@indsci.com.

(i)        Third Party Terms of Agreement.  You must comply with applicable third party terms of agreement when using the Application.

(j)        Third Party Beneficiary. You and Licensor each acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary to this Agreement.


ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and Industrial Scientific Corporation, supersedes all prior agreements, whether written or oral, with respect to the Licensed Work, and may be amended only in a writing signed by both parties.

 

Industrial Scientific Corporation
1 Life Way
Pittsburgh, Pennsylvania 15205-7500
January 1, 2017

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