ICAT Software Agreement

The following end-user license agreement governs use of the ICAT software.

Software License Agreement

IMPORTANT- PLEASE READ CAREFULLY: THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS ENTERED INTO BY AND BETWEEN ICAT SYSTEMS, INC. (“ICAT”, “WE”, “US” OR “OUR”) AND THE ORGANIZATION OR ENTITY THAT HAS AUTHORIZED YOU TO ACCEPT THIS AGREEMENT AND REGISTER FOR ACCESS TO OUR PROPRIETARY SOFTWARE PRODUCT (AS DEFINED IN FURTHER DETAIL BELOW, THE “SOFTWARE”) FOR ITS BENEFIT (IN EITHER CASE “YOU”, “YOUR”), AND GOVERNS YOUR ACCESS TO AND USE OF THE SOFTWARE. BY ACCEPTING THIS AGREEMENT, OR REGISTERING FOR, INSTALLING OR USING THE SOFTWARE, YOU CONFIRM THAT (1) YOU HAVE READ THIS AGREEMENT, (2) YOU AND ANY ORGANIZATION OR ENTITY ON BEHALF OF WHICH YOU ARE ACCEPTING THIS AGREEMENT AND/OR USING THE SOFTWARE AND/OR SERVICE, ACCEPTS THIS AGREEMENT, AND (3) IF YOU ARE AN INDIVIDUAL, THAT YOU ARE AN EMPLOYEE OR AGENT OF THE ORGANIZATION OR ENTITY ON BEHALF OF WHICH YOU ARE ACTING, AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION OR ENTITY.

IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT, THEN (I) WE ARE UNWILLING TO GRANT YOU RIGHTS TO THE SOFTWARE, (II) YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON; AND (III) YOU MAY NOT INSTALL OR USE THE SOFTWARE.

The effective date of this Agreement is the date on which you click the “ACCEPT” button. Please print this Agreement for your records.

  1. GRANT OF LICENSE: Subject to the terms below, ICAT hereby grants you a non-exclusive, non-transferable license to install and to use the ICAT software (“Software”) for a period of one (1) year, beginning on the date of activation of the Software. Under this license, you may: (i) install the Software in object code format only, on computers owned or controlled solely by you, solely to process data owned or controlled by you for your internal operations and internal data processing purposes. You may make one (1) copy the Software for back-up or archival purposes.
  2. RESTRICTIONS: You shall not directly, nor shall you authorize any person or entity to: (i) sell, rent, lease, distribute, redistribute or transfer the Software or any rights in any of the Software, or use the Software in a hosted or managed services environment; (ii) use the Software as a service bureau, as a service provider or in an outsourcing environment; (iii) reverse engineer, decompile, disassemble, re-engineer or otherwise create or derive the source code of the Software, or its structural framework; (iv) modify or create derivative works of the Software; (v) use the Software in whole or in part for any purpose except as expressly provided in Section 1 of this Agreement; (vi) remove any proprietary notice, labels, or marks on or in Software; or (vii) disable or circumvent any access control or related device, process or procedure established with respect to the Software. You may not knowingly use the Software or Service for any illegal or unlawful purpose. You are responsible for use of the Software by you and your respective users, and for all their compliance with this Agreement, and any breach of this Agreement by such user shall be deemed to have been a breach by you.
  3. TITLE: You acknowledge that no title to the intellectual property in the Software is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Software shall remain that of ICAT. The Software is protected by copyright and patent laws of the United States and international treaties.
  4. DISCLAIMER OF WARRANTY: THIS SOFTWARE IS PROVIDED BY ICAT “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.
  5. LIMITATION OF LIABILITY: IN NO EVENT SHALL ICAT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL ICAT BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE COST OF THE SOFTWARE. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW.
  6. INDEMNIFICATION: You will defend, indemnify and hold harmless ICAT, its Affiliates, and its and their officers, directors, employees and agents (“ICAT Indemnitees”) from and against any claims, actions, suits and proceedings brought against any ICAT Indemnitee arising from or related to your breach of this Agreement. We will provide you with (i) prompt written notice of the claim; (ii) all assistance, information and authority reasonably necessary for you to defend the claim (at your expense); and (iii) sole control of the defense of such claim and all associated settlement negotiations; provided, however, that you may not settle any claim that does not fully and unconditionally release the ICAT Indemnitees from any and all liability.
  7. TERMINATION: This Agreement shall terminate automatically if you fail to comply with the limitations described in this Agreement. No notice shall be required to effectuate such termination. Upon expiration or termination, you must cease all use of and destroy all copies of the Software.
  8. MISCELLANEOUS: Survival. Rights and obligations under this Agreement which by their nature should survive will remain in effect after termination or expiration of this Agreement.

    Alteration, Amendments, Assignment. This Agreement constitutes the entire Agreement between the parties and supersedes all previous communications, representation, understandings and agreements between the parties, whether written or oral, relating to the same subject matter. This Agreement shall be modified only by a written instrument signed by a duly authorized representative of ICAT, or from time to time, ICAT may modify or change the terms and conditions of this Agreement and supersede the terms of any prior version of this Agreement, in connection with any supplemental, different or new terms that might apply to any new release of the Software made available by ICAT, in ICAT’s sole discretion. Your continued use of the Software after you download and accept the new, additional or changed terms applicable to such new release will indicate your agreement to the change to this Agreement. You may not sell, assign, transfer, delegate, convey, pledge, encumber or otherwise dispose of, by operation of law or otherwise, the Software or this Agreement, or any rights or obligations hereunder. ICAT may assign this Agreement, and any or all of its rights and duties under this Agreement, without prior notice to you or your consent. You hereby warrant and represent that you have obtained all authorization and other applicable consents required empowering you to enter into this Agreement.

    Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

    Waiver. Failure of ICAT to enforce any terms of this Agreement shall not be deemed or considered a waiver of future enforcement of that or any other term in this Agreement. You agree that no term of this Agreement may be considered waived and no breach excused by ICAT unless made in writing by ICAT. No consent, waiver, or excuse by ICAT, express or implied, constitutes a subsequent consent, waiver or excuse.

    Export. You agree that you will not export or re-export the Software outside of the jurisdiction in which you obtained it without the appropriate United States or foreign government licenses.

    Governing Law. This Agreement will be governed by the laws of the State of West Virginia as they are applied to agreements between West Virginia residents entered into and to be performed entirely within West Virginia. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement lies within courts located in the State of West Virginia.

    Entire Agreement. You agree that this is the entire agreement between you and ICAT, which supersedes any prior agreement, whether written or oral, and all other communications between ICAT and you relating to the subject matter of this Agreement.

    Reservation of Rights. All rights not expressly granted in this Agreement are reserved by ICAT.