RoboJDE(tm) Software License
PO Box 482
Pleasanton, CA 94566
IMPORTANT! READ CAREFULLY! THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU AND YOUR EMPLOYER AND ANY ENTITY WITH WHICH YOU MAY BE AFFILIATED (COLLECTIVELY, "YOU" OR "YOUR") AND RIDGESOFT, LLC ("RIDGESOFT"), A CALIFORNIA LIMITED LIABILITY COMPANY. BY DOWNLOADING, INSTALLING OR USING THE ROBOJDE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE ROBOJDE SOFTWARE INCLUDES SOFTWARE ("SOFTWARE") AND ELECTRONIC AND/OR PRINTED DOCUMENTATION ("DOCUMENTATION"). IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE OR DOCUMENTATION.
1.1 License Grant. Subject to the terms and conditions of this Agreement, RidgeSoft hereby grants to You a non-exclusive, non-transferable, perpetual (unless terminated as provided herein), and free of charge license to:
a. install the Software and Documentation and use the Software on any computer owned or leased by You in conjunction with: (1) any robotics controller based on the Motorola 68HC11 microcontroller or (2) an IntelliBrain(tm) robotics controller;
b. make one backup copy of the Software and Documentation;
c. make and distribute copies of the Documentation to students enrolled in a course or club offered by Your organization ("Students");
d. use, modify, create derivative works and redistribute example source files provided the copyright notices included in the source files state they are redistributable and provided You do not remove the copyright notices from the source files.
1.2 Limitations On Licenses. Except as expressly authorized in Section 1.1, You may not:
a. directly or indirectly sell, lease, rent, license, sublicense, redistribute, lend, give, transfer or otherwise distribute or use the Software or Documentation;
b. modify, translate, or create derivative works from the Software and/or Documentation or assign or otherwise transfer rights to the Software and Documentation;
c. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software or any subsequent version thereof or any part thereof;
d. load the Java classes contained in the RoboJDE.jar file for execution by a virtual machine other than a virtual machine included as part of the Software;
e. load or execute the RoboJDE virtual machine for the IntelliBrain robotics controller on a device other than one of the following: (1) a device manufactured, marketed or sold by RidgeSoft or (2) a device licensed by RidgeSoft, under a separate agreement, to execute the RoboJDE virtual machine for the IntelliBrain robotics controller.
1.3 Software Updates. Nothing in this Agreement grants You and/or any person(s) acting with or for You the right to receive any upgrades, modifications or other enhancements to the Software at any time.
2.1 Ownership. Your rights in and to the Software and Documentation are solely as set forth in Section 1, and do not include any rights of ownership. You agree all right, title and interest in and to the Software and Documentation (including, but not limited to, copyright, trademark, trade secret and all other intellectual property rights) shall at all times remain with RidgeSoft (or its suppliers and licensors).
2.2 Intellectual Property Rights. The Software, the structure, organization and code embodied in the Software are the valuable and confidential trade secrets of RidgeSoft and are protected by intellectual property laws and treaties. You agree to take all reasonable measures to protect RidgeSoft's intellectual property rights and to abide by all applicable laws.
2.3 Copyright Notices. You agree to not remove, alter or destroy any, proprietary, trademark or copyright markings or notices placed upon or contained within the Software, Documentation or any related materials. You agree to fully reproduce any copyright or other notice marked on any part of the Software or Documentation on all copies You make.
2.4 Modifications. RidgeSoft reserves the right to modify or discontinue the Software and/or Documentation at any time without prior notice or consent by You.
3. LIMITED WARRANTY
If You have received the Software as part of a product you purchased from RidgeSoft or one of its agents, then for a period of thirty (30) days from the date you received the product, RigdeSoft warrants the Software and Documentation against any defects resulting from the electronic transmission process, and any Software media supplied by RidgeSoft will be free from defects in materials and workmanship. In the event of an aforementioned defect, RidgeSoft's sole responsibility and liability shall be to retransmit the Software and Documentation or deliver replacement Software and Documentation media.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY PROVIDED FOR WITHIN THIS SECTION, TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, RIDGESOFT HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND THOSE ARISING FROM A COURSE OF DEALING, USAGE, TRADE CUSTOM OR PRACTICE. THIS DISCLAIMER OF WARRANTIES SHALL ALSO BE APPLICABLE TO RIDGESOFT'S SUPPLIERS AND LICENSORS.
IN NO EVENT SHALL RIDGESOFT BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE, GOODS OR SERVICES, NOR SHALL RIDGESOFT BE LIABLE FOR ANY LOST PROFITS, LOST OR DAMAGED DATA, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY), ARISING OUT OF, RELATING TO OR RESULTING FROM THE SOFTWARE, DOCUMENTATION OR THIS AGREEMENT. ANY AND ALL LIABILITY OF RIDGESOFT, ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY), ARISING OUT OF, RELATING TO OR RESULTING FROM THE SOFTWARE, DOCUMENTATION OR THIS AGREEMENT, SHALL BE LIMITED IN ALL CASES TO DIRECT DAMAGES ONLY WHICH IN THE AGGREGATE SHALL NOT EXCEED THE LICENSING FEES PAID BY YOU. THIS LIMITATION SHALL APPLY EVEN IF RIDGESOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK. THE FOREGOING LIMITATIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS OF LIABILITY SHALL ALSO BE APPLICABLE TO RIDGESOFT'S MEMBERS, MANAGERS, EMPLOYEES, SUBCONTRACTORS, RESELLERS, SUPPLIERS AND LICENSORS.
You may enter into a separate support agreement with RidgeSoft by paying applicable fees.
6.1 This Agreement (and any licenses granted herein) will terminate immediately if You provide any false information to RidgeSoft or if You fail to comply with the terms and conditions of the Agreement. You may terminate this Agreement at any time by notifying RidgeSoft. Upon the termination of this Agreement, You must delete all copies of the Software, Documentation, and License Keys from Your computers and archives.
6.2 Survival of Certain Terms. The following Sections shall survive any expiration or termination: 2-OWNERSHIP/PROPRIETARY RIGHTS, 4-LIMITATION OF LIABILITY and 7-MISCELLANEOUS PROVISIONS.
7.1 Governing Law. This Agreement and all matters arising directly or indirectly from this Agreement shall be governed by the laws of the State of California, without giving effect to its principles of conflicts of law, and excluding that body of law applicable to choice of law, and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable. You agree that the state and federal courts located in the State of California constitute a convenient forum and You submit to the exclusive and personal jurisdiction and venue of such courts. Notwithstanding the foregoing, RidgeSoft may apply to any court of competent jurisdiction to enforce or protect its proprietary or intellectual property rights and/or confidential information, including without limitation to obtain injunctive or other equitable relief.
7.2 Export Controls. You agree to comply with all applicable U.S. export control laws and regulations, including without limitation, the laws and regulations administered by the United States Department of Commerce and the United States Department of State.
7.3 Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without the prior written consent of RidgeSoft (at RidgeSoft's sole discretion). RidgeSoft may assign or transfer this Agreement without restriction.
7.4 Other Provisions. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, between the parties with respect to the subject matter hereof. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from the Agreement and the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties hereto. All headings herein are not to be considered in the construction or interpretation of any provision of this Agreement. Failure of either RidgeSoft or You to insist on performance of any term or condition of this Agreement or to exercise any right or privilege there under shall not be construed as a continuing or future waiver of such term, condition, right or privilege.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS.