DATAWALK, INC. SOFTWARE LICENSE AGREEMENT – Selected terms for parties with a current, existing purchase, resale or proof of concept agreement with DataWalk, Inc.
Do not use or load this software and any associated materials (collectively, the “Software”) until you have carefully read the following terms and conditions in the full legal document found here. By loading or using the Software, you accept and agree to the terms of the entire Agreement.
- DataWalk represents and warrants that following installation of the Software will perform materially as described in its Documentation and other specifications.
- DataWalk hereby grants to you a limited, non-exclusive, and non-transferable License to use the Software and the Documentation for the term of this Agreement solely for the purpose of use that the Software was designed to be used for, and for which you have paid the required license fees. DataWalk does not grant you any right to grant sublicenses, lease or distribute the Software to third parties.
- Other than as specifically described herein, no right or license is granted to use, access, or benefit from any of DataWalk’s trademarks, patents, copyrights, trade secrets or other intellectual property rights, and DataWalk expressly retains all rights not granted herein. You shall not (i) make any statement that the Software is “certified,” or that its performance is guaranteed, by DataWalk, or (ii) use DataWalk’s name or trademarks in connection with any integrated product without DataWalk’s prior written permission, which may be granted or withheld in its sole discretion.
- Except for the express warranties in Section 1(a) and 4.1(b) of the full license document, DATAWALK MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Except for the express warranties in Section 4.1(a) and 4.1(b) above, DataWalk does not warrant that the Software will perform without error or that it will run without immaterial interruption. DataWalk makes no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Software made by anyone other than DataWalk, unless DataWalk approves such modification in writing; or (b) use of the Software in combination with any operating system not authorized in the specifications or Documentation or with hardware or software specifically forbidden by the specifications or Documentation.
- You shall not make any copies of the Software or the Documentation, except you may make one (1) copy of the Documentation for archival purposes.
- You shall not resell, transfer or sublicense the Software, Documentation, or any copies thereof to any other person or entity. You shall not modify, decompile, disassemble, translate, or reverse engineer the Software, or otherwise attempt to derive any of the Software’s source code.
- You shall not use this software, related materials, help files, support or configuration files to create or contribute to the development of a competing product.
- You shall not use the Software for service bureau or time-sharing purposes, or in any other way allow third parties to exploit the Software.
- You shall prevent Unauthorized Access to the Software and the Documentation. You shall inform all Users of the scope of your license under Section 2.1, the restrictions under Section 2.2, and your confidentiality obligations under Article 3 of the full agreement.
- DataWalk shall have the right to audit, at its own expense, your compliance with your obligations and restrictions under this Agreement.
- You shall pay any and all applicable taxes or VAT associated with licensing of the Software under this Agreement.
- DataWalk owns exclusively all rights, title to, and interest in the Software and the Documentation. Without limitation, title to the Software and the Documentation, including ownership rights to patents, copyrights, trademarks, and trade secrets therein, is and shall remain the exclusive property of DataWalk.
- You shall not duplicate, use, or disclose Confidential Information, except as otherwise permitted under the Agreement, or as otherwise permitted or authorized by DataWalk in writing before your duplication, use or disclosure of the Confidential Information.
- If you or Users modify the Software or use it to develop computer software or other works of authorship (as defined by the U.S. Copyright Act), such modifications, developed software, or works of authorship shall be the sole and exclusive property of DataWalk, and DataWalk shall own all of the right, title, and interest in and to such modifications, works of authorship, and any resulting computer software, including, but not limited to, any and all copyrights, patent rights, trademarks, and trade secrets related thereto.
- 6.1. IN NO EVENT SHALL DATAWALK OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOST WAGES, PRODUCTIVITY, OR MANPOWER, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF DATAWALK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY, EXCEPT FOR THOSE SUCH DAMAGES THAT ARE AWARDED ON THIRD PARTY INTELLECTUAL PROPERTY CLAIMS AGAINST YOU OR YOUR ASSOCIATES (AS DEFINED IN ARTICLE 6 ABOVE). SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
- If you violate any of your obligations under the Agreement, DataWalk may send a written notice describing the noncompliance to you. Upon receiving the notice, you shall have seven (7) calendar days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required time period, DataWalk may cancel the Agreement immediately thereafter.
- You shall not: (a) permit any third party to Access or use the Software in violation of any U.S. law or regulation; or (b) export the Software or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, you shall not permit any third party to Access or use the Software in, or export it to, a country subject to a United States embargo. You shall ensure that no third party that transacts business with DataWalk has Access to or uses the Software in, or exports it to, a country subject to a United States embargo.