egs license agreement 2011

7/27/2019 EGS License Agreement 2011

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EGS Technologies Corporation 2008-2011 1

EGS TECHNOLOGIES CORPORATION

LICENSE AGREEMENT

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE DATA

PROVIDED IN THIS PACKAGE. BY OPENING THE PACKAGE OR USING THE

DATA, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THE LICENSE

1. LICENSE: The data and related documentation contained in this package (the DATA)

are Licensed to you by EGS Technologies Corporation (EGS). You own the media on which

the DATA resides, but EGS retains all right, title and interest to the information which is on the

media and related documentation which are protected by various patents, copyrights, and/or trade

secrets (PROPRIETARY RIGHTS). The PROPRIETARY RIGHTS are hereby Licensed to

you by EGS. This License allows you to use the DATA at your location on one (1) personal

computer or workstation and to make copies of the DATA in machine-readable form for

backup purposes only. You must reproduce on such copies the copyright notices and any otherproprietary legends that were on the original copy of the DATA. No License, right or interest in

any trademark, trade name or service mark of EGS or any third party is granted under this

License.

2. NO IMPLIED LICENSE: You acknowledge that this License in no way shall be construed

to provide an express or implied License to use, modify or improve any of EGSs patents,

copyrights, trade secrets and/or trademarks.

3. RESTRICTIONS: The DATA contains proprietary information which is protected by

various patent, copyright and/or trade secret rights, and constitutes valuable property of EGS.

You acknowledge that the DATA is disclosed in circumstances of confidence and only for use by

you under the terms and conditions of this License and that you do not acquire any rights ofownership or title in the DATA. You may not disclose, distribute, make or have made any copies

of the DATA, in whole or in part, nor rent, lease or lend the DATA without the prior written

authorization of EGS; provided, however, that you may maintain backup copies of the DATA

during the term of the License. You agree to make reasonable efforts to notify and inform your

employees or agents having access to the DATA of your limitations, duties and obligations

regarding non-disclosure and copying of the DATA. The DATA shall be used only by you, your

employee(s), and/or your authorized agent(s). You agree to provide notice to EGS immediately

after learning of or having reason to suspect a breach of any of the restrictions set forth in this

Article 3.

4. TERMINATION: This License is effective until terminated. You may terminate this

License at any time by destroying the DATA, and all copies thereof. This License will terminatewithout notice from EGS if you fail to comply with any provision of this License. You have

thirty (30) days from the discovery of a breach of this agreement to correct any non-compliance.

Upon termination, you must destroy the DATA and all copies thereof.


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5. EXPORT CONTROL REQUIREMENTS: This License, and any technical information

supplied during the term of this License, is made subject to any restrictions concerning the export

of products or technical DATA from the United States of America which may be imposed upon

EGS or you from time to time by the Government of the United States of America. Furthermore,

you agree that at no time, either during the term of this License or thereafter, will you knowingly

export, directly or indirectly, any United States source technical data acquired from EGS under

this License or any direct products of that technical data to any country for which the U.S.

Government or any agency thereof at the time of export requires an export License or other

governmental approval, without first obtaining that License or approval when required by

applicable United States law.

6. LIMITED WARRANTY: EGS warrants the DATA conforms to the file format specified

by you and that the unaltered DATA will substantially conform to its accompanying

specifications for a period of thirty (30) days from date of receipt. EGS further warrants the

media on which the DATA is recorded to be free from defects in materials and workmanship

under normal use for a period of thirty (30) days from the date of purchase as evidenced by a

copy of your receipt or Purchase Order. During the warranty period, EGSs entire liability and

Licensees exclusive remedy, at EGS option, will be to attempt to correct or work around errors,

or to replace media that does not meet EGSs limited warranty and is returned at your expense,

along with a copy of your receipt, to EGS at the address listed below. If replacement of the

media is not reasonably practical or commercially reasonable as determined solely in the

discretion of EGS, EGS will refund the purchase price as evidenced by a purchase receipt. EGS

will have no responsibility to replace media damaged by accident, abuse or misapplication.

7. DISCLAIMER: EXCEPT FOR THE FOREGOING, THE DATA AND RELATED

DOCUMENTATION ARE PROVIDED AS IS WITHOUT ADDITIONAL WARRANTY OF

ANY KIND, AND EGS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS

OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. EGS DOES

NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DATA WILL MEETYOUR REQUIREMENTS. FURTHERMORE, DOES NOT WARRANT OR MAKE ANY

REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE

DATA OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS,

ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION

OR ADVICE GIVEN BY EGS SHALL CREATE ANY WARRANTY OR IN ANY WAY

INCREASE THE SCOPE OF THIS WARRANTY.

8. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES, INCLUDING

NEGLIGENCE, SHALL EGS BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR

ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT

RESULT FROM THE USE OR INABILITY TO USE THE DATA OR RELATED

DOCUMENTATION, EVEN IF EGS HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES IN NO EVENT SHALL EGSs TOTAL LIABILITY TO YOU FOR ALL

DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU

FOR THE DATA.


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9. INDEMNIFICATION: Licensee agrees to defend, indemnify and save EGS harmless from

any third party claim, action, liability, or suit arising from the use of any EGS Data by Licensee,

as well as from all damages and costs, including reasonable attorneys fees, arising out of any

actual or threatened breach by Licensee of this Agreement.

10. CONTROLLING LAW: This License shall be governed by and construed in accordance

with the laws of the State of Illinois.

11. SOFTWARE UPDATES: Licensees should contact EGS for information on DATA

updates or warranty replacement of defective media. EGS can be reached at the following

address. EGS Technologies Corporation, 290 Springfield Drive, Suite 155, Bloomingdale,

Illinois, 60108, Telephone (630)351-2220, FAX (630)351-3444.

egs license agreement 2011

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