END USER LICENSE AGREEMENT FOR CAMPBELL COMPANY SOFTWARE
IMPORTANT — READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between You either as an individual or as an authorized representative of a business or government entity (hereafter referred to as “You” and/or “Your”), and Campbell Company (“Campbell”). Campbell is willing to license to You the Campbell Company software product accompanying this EULA, which includes, without limitation, computer software features, protocols, authorized updates and upgrades or other supplements to the software, images, firmware, text and/or animations incorporated into the software, media, printed materials, or online or electronic documentation, provided by Campbell Company or made available for download (collectively referred to as the “Software”). If You are accessing the Software electronically, indicate Your acceptance of these terms by selecting the “Accept” button at the end of this EULA. Your download, installation and/or use of the Software constitutes acceptance of all of the terms stated herein.
1. License Grant. Subject to the limitations and restrictions set forth herein, Campbell Company and its licensors grant to You a non-exclusive, non-transferable, worldwide, limited license, without right of sublicense, to install and use the Software for Your internal business use, in accordance with the terms as specified in the user documentation accompanying the Software (the “Documentation”). Your license to the Software is further restricted to the particular Documentation licensed hereunder. Use of the Software outside the scope of Your Software Entitlement or Documentation is unauthorized and shall constitute a material breach of this EULA and void any warranty and/or support obligations of which You may otherwise be entitled.
2. License Restrictions. You shall not nor shall You allow any third party to: (a) decompile, disassemble, decrypt, extract, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, or file formats of, or of any components used in the Software by any means whatever; (b) remove or conceal any product identification, copyright, proprietary, patent or other notices contained in or on the Software or Documentation; (c) sell, lease, rent, lend, sublicense, the Software to another party; (d) modify the Software, incorporate it into or with other software, or create a derivative work of any part of the Software. Your modification of the Software will breach this EULA, and such derivative work is and shall be owned entirely by Campbell Company or its licensors; You hereby assign and agree to assign to Campbell Company or the licensor of the Software all right, title and interest in and to said derivative work. You agree to use Software which Campbell Company has embedded in the Campbell Company equipment (“Embedded Software”) solely as embedded in, and for execution on, Campbell Company equipment You originally purchased from Campbell Company or its authorized resellers. You acknowledge that the Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility, aircraft operation, air traffic control, or life support system. Campbell Company disclaims any express or implied warranty of fitness for such uses.
3. Intellectual Property Rights. The Software is licensed, not sold, to You. The Software is protected by intellectual property and copyright laws and treaties worldwide, and may contain trade secrets of Campbell Company or its licensors, who have and maintain exclusive right, title and interest in and to the Software, and reserve and retain all rights not expressly granted to You herein. No right, title or interest in or to any trademark, service mark, logo or trade name of Campbell Company or its licensors is granted under this EULA. All title and intellectual property rights in and to software content which is not contained in the Software, but may be accessed or used through use of the Software, is the product belonging to the respective content owner and may be protected by patents, intellectual property and copyright laws and treaties worldwide. This EULA grants You no rights to such content, but use of such content may be governed by the respective terms and conditions of use relating to such content.
4. Audit. You agree to give Campbell Company or its licensors and its independent accountants the right to examine Your books, records, systems and usage associated with the Software during regular business hours upon reasonable notice to verify compliance with this EULA.
5. Termination. This EULA is effective until terminated. Campbell Company may terminate this EULA immediately and without notice if You fail to comply with any term of this EULA. Termination of this EULA shall not relieve You from Your obligations to immediately pay Campbell Company, any sums owed hereunder or under any other agreement with Campbell Company. Upon termination, all rights to use the Software will cease, and You shall promptly destroy the original and all copies of the Software in Your possession or under Your control. Termination is not an exclusive remedy and all other remedies otherwise entitled by law shall remain. Sections 2 and 4 through 8 shall survive termination of this EULA.
6. Limited Warranty and Disclaimer. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. Campbell Company does not warrant that (i) the Software will meet your specific requirements; (ii) the Software is fully compatible with any particular platform; (iii) your use of the Software will be uninterrupted, timely, secure, or error-free; (iv) the results that may be obtained from the use of the Software will be accurate or reliable; (v) the quality of any products, services, information, or other material purchased or obtained by you through the Software will meet your expectations; or (vi) any errors in the Software will be corrected.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CAMPBELL COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CAMPBELL COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATED TO THE SOFTWARE, including, for example: (i) the use or the inability to use the Software; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Software; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third-party on the Software; (v) or any other matter relating to the Software.
Campbell Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software (or any part thereof) with or without notice. Campbell Company shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Software.
7. Third Party Software. Notwithstanding other statements in this EULA, third party software including free and open source software components (collectively referred to as “Third Party Software”), if any, are distributed in compliance with the particular licensing terms and conditions attributable to the Third Party Software. Campbell Company provides the Third Party Software to You “AS IS” without any warranties or indemnities of any kind. Copyright notices and licensing terms and conditions applicable to the Third Party Software are available for review with the Software documentation at https://www.pedsafety.com/eula-third-party-terms-conditions
8. General. You may not transfer Your rights under this EULA without Campbell Company’s prior written approval. Campbell Company does not waive any of its rights under this EULA by delaying to exercise its rights, or exercising only part of its rights at any time. Any notice, report, approval or consent required or permitted by this EULA shall be in writing. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the obligations of the parties shall remain in full force and effect and enforceable. You agree that Campbell Company may collect and use technical information, as well as, personal contact data, gathered in any manner as part of support or other services provided to You, if any, related to the Software. Campbell Company may use this information solely to improve Campbell Company’s products or to provide customized services or technologies to You. Campbell Company may disclose this technical information to others for the purpose of improving Campbell Company’s services, but not disclose in any form data that personally identifies You. This EULA shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Idaho, United States, excluding its conflicts of law provisions. You agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Idaho. The United Nations Convention on Contracts for the International Sales of Goods is specifically disclaimed. You acknowledge that breach of this EULA would cause irreparable injury to Campbell Company for which monetary damages would not be an adequate remedy and You agree that Campbell Company shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law. You acknowledge and agree that Campbell Company reserves the right to control all aspects of any lawsuit or claim that arises or results from Your use of the Software. Any amendments or waivers shall be effective only if made in writing by non-preprinted agreements clearly understood by both parties to be an amendment or waiver and signed by an authorized representative of each party. This EULA is the final and complete agreement between the parties relating to the license of the Software hereunder and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties.