Software License Agreement
- Under this Software License Agreement (this “Agreement”), Autonomous Stuff LLC d/b/a AutonomouStuff (the “Vendor”) grants to the user (the “Licensee”) the license described in Sections 2 and 3, as applicable (each, a “License”), to use the software delivered by the Vendor to the Licensee, whether in a tangible or intangible format (the “Software”).
- For any Software that does not require a separate software license file (the “ROS Driver”), the Vendor grants to the Licensee a perpetual (subject to Section 20), non-assignable, non-sublicensable, non-exclusive and non-transferable license to use the ROS Driver subject to the terms and conditions of this Agreement
- For any Software that requires a separate software license file (the “Restricted Software”), the Vendor grants to the Licensee a limited, non-assignable, non-sublicensable, non-exclusive and non-transferable license to use the Restricted Software subject to the terms and conditions of this Agreement. The term of each License to Restricted Software shall be set forth in the quote or purchase order under which the Restricted Software is delivered by the Vendor to the Licensee.
- The Software may be loaded onto no more than one (1) computer or engine control unit (the “ECU”). A single copy of the Software may be made for backup purposes only.
- Each License includes the right to use the executable computer program(s), library(ies), and drivers associated with the Software and any printed, electronic and online documentation that may accompany the Software (the “Documentation”).
- The Software shall be used solely for the Licensee’s internal purposes. The Licensee shall use the Software only as provided in the Documentation or as reasonably specified in writing by the Vendor.
- The Licensee acknowledges and agrees that the Software is protected by copyright, trade secret, and other intellectual property laws. The Vendor retains all rights in and to the Software (including related source code, object code and Documentation) and all methodologies, know-how, processes, technologies, tools, devices, documentation, ideas or data and all derivatives thereof. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
- The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign to any other person or legal entity any of the rights or obligations granted under this Agreement with respect to the Software, and the Licensee may not make available the Software for use by any third parties. For the avoidance of doubt, in the event the Licensee sells any computer or the ECU onto which the Software is installed, this License will terminate, and the purchaser of the computer or the ECU will have to purchase from the Vendor a separate license for the Restricted Software.
- Licensee shall not permit or encourage any third party to: (i) reverse engineer, decompiled, disassemble, or otherwise attempt to derive the source code for the Software in any manner through current or future available technologies; (ii) use, modify, adapt, alter, translate, port, or create derivative works of or from the Software; or (iii) use the Software in violation of any federal, state, local or provincial law, rule, regulation or ordinance.
- The original purchase price paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement; provided that some Software may be bundled with other products and services and provided at no additional charge. A separate fee shall be paid by the Licensee for support, maintenance, or future versions of the Software, the terms and conditions of which shall be set forth in a separate agreement between the Vendor and the Licensee.
- All amounts payable under this Agreement are exclusive of sales, use, VAT, customs duties, excise, and any other applicable transaction taxes, which the Licensee will pay (excluding taxes based upon the net income of the Vendor) (collectively, the “Taxes”).
Limitation of Liability
- THE SOFTWARE IS PROVIDED BY THE VENDOR AND ACCEPTED BY THE LICENSEE “AS IS.” LIABILITY OF THE VENDOR WILL BE LIMITED TO THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE OR TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00), WHICHEVER IS LESS. THE VENDOR WILL NOT BE LIABLE FOR ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR ANY OTHER BUSINESS OR ECONOMIC DISADVANTAGE SUFFERED BY THE LICENSEE ARISING OUT OF THE USE OR FAILURE OF THE SOFTWARE.
- Licensee agrees to defend, indemnify and hold harmless the Vendor and its respective affiliates, officers and employees from and against any and all costs, liabilities, losses and expenses (including reasonable attorney fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Vendor arising from or related to: (i) the breach of any representation or warranty made by the Licensee in this Agreement; (ii) the Licensee’s failure to perform or observe any of its obligations under this Agreement; (iii) the use of the Software by Licensee or any of its employees, agents or affiliates; (iv) any failure by Licensee or its employees, agents or affiliates to materially comply with any federal, state, local or provincial law, rule, regulation or ordinance; or (v) all Taxes, interest and penalties which may be assessed against the Vendor as a result of licensing of the Software to the Licensee.
- In the event that any legal proceedings shall be instituted or any claim or demand shall be asserted by any person in respect of which indemnification may be sought under the provisions of this Agreement, the party seeking indemnification (the “Indemnified Party”) shall, to the extent of its knowledge thereof, provide written notice of the commencement of such proceedings or the assertion of such claim or demand to other party from whom it is seeking indemnification (the “Indemnifying Party”). The Indemnifying Party shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense. If the Indemnifying Party elects to assume the defense of any such claim or proceeding, the Indemnified Party may in its sole discretion elect to participate in such defense, but in such case the expenses of the Indemnified Party related to its participation shall be paid by the Indemnified Party. If the Indemnifying Party shall fail to defend in a timely manner or, if after commencing or undertaking any such defense, shall fail to prosecute, or shall withdraw from such defense, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), agree to a settlement of any such claim or proceeding unless such settlement (a) includes an unconditional release of the relevant Indemnified Parties, (b) is solely monetary in nature, and (c) does not include a statement as to, or an admission of fault, culpability or failure to act on or behalf of an Indemnified Party.
Warranties and Representations
- Provided that the Licensee is in compliance with the terms of this Agreement, the Vendor warrants and represents that it: (i) owns or otherwise has sufficient rights in the Software to grant to Licensee the rights to use the Software in accordance with the terms of this Agreement; and (ii) the Software will not infringe on any copyright, patent, trade secret or other proprietary, privacy, or other right held by a third party when used by Licensee in accordance with the terms of this Agreement.
- OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 15 OF THIS AGREEMENT, THE VENDOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED, REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL BE SUITABLE OR APPROPRIATE FOR THE SPECIFIC REQUIREMENTS OF THE LICENSEE.
- The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that the Software is intended for research and development, and as such, is prone to bugs and flaws.
- All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon downloading, installation, or use of the Software.
- The Software may contain open source or other third-party software. By accepting the terms of this Agreement, the Licensee is accepting the terms of the open source or other third- party license agreements that govern the use of such open source or third-party software, including all disclaimers of warranty and limitations of liability set forth therein.
- This Agreement will terminate and the License forfeited in the event the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software and the Documentation or return the Software and the Documentation to the Vendor.
- In the event of termination of this Agreement, the provisions of Sections 12 through 14 shall continue beyond termination until the end of the applicable statute of limitations period.
- The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to causes beyond its reasonable control, including but not limited to disruptions in the supply chain, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event.
- The parties to this Agreement submit to the jurisdiction of the courts of the State of Illinois for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the substantive laws of the State of Illinois, but not the law of conflicts.
- This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
- The Vendor’s relationship with the Licensee will be that of an independent contractor, and nothing in this Agreement should be construed as creating or implying a partnership, joint venture, or employer-employee relationship between the Vendor and the Licensee.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
- If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
- This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.
- All notices to the Vendor under this Agreement are to be provided at the following address: AutonomouStuff, 306 Erie Ave., Morton, IL, 61550.