AirTrack,
Inc.
S1
TM
PRODUCT SERIES END USER LICENSE AGREEMENT
Notice
to End User: The AirTrack Product you have acquired contains embedded Software,
which is integral to the product's operation. This Software is being provided to you under
li
cense, subject to the terms and conditions of this Agreement. If you use the AirTrack Product,
you will be deemed to have accepted the terms and conditions of this Agreement. If you do not
intend to be bound to the terms of this Agreement, AirTrack is not willing to license the
Software to you, you may not use the AirTrack Product or the Software, and you must contact
the party from whom you acquired the AirTrack Product for instructions.
This End
User Software License Agreement ("Agreement")
is a
legally binding agreement
governing the
licensing of the Software and
Documentation
by AirTrack, Inc. and its Affiliates ("AirTrack") to the entity
or person who has purchased or otherwise acquired a AirTrack Product ("End User"). For purposes of
this Agreement, any software that is associated with a separate end-user license agreement is licensed
to you under the terms of that license agreement. AirTrack and End User hereby agree as follows:
1. Definitions.
1.1 "Affiliate" means a business entity currently existing or later acquired that controls, is controlled
by, or is under common control with AirTrack.
1.2 "Documentation" means materials such as user's guides, program reference guides, quick
reference guides, manuals, or similar materials associated with or related to the AirTrack
Product, whether in printed, "online", or other form.
1.3 "Proprietary Information" means: (a) source code, object co de, software, documentation, and any
related internal design, system design, data base design, algorithms, technology, technical
data or
information, implementation techniques, and trade secrets related to the Software, (b) any other
trade secrets marked appropriately or identified as proprietary or confidential, and (c) any
information that End User, under the circumstances, should recognize as confidential.
Proprietary Information does not include any information that the receiving party can establish
was (1) in the public domain, (2) already in the receiving party's possession or rightfully known
prior to receipt, (3) rightfully learned from a third party not in violation of any other's proprietary
rights, or (4) independently developed without access to Proprietary Information.
1.4 "AirTrack Product" means the AirTrack
TM S1TM
series scanner product, including all embedded
Software in and all
Documentation
related to such product, which has been purchased or
otherwise acquired by End User, whether obtained directly or indirectly from AirTrack.
1.5 "Software" means any software or computer programs of AirTrack or its third party licensors in
machine readable form which is embedded in the AirTrack Product, whether obtained
directly or
indirectly from AirTrack, including any replacement, update, upgrade, enhancement or
modification.
2. Scope Of License Granted.
2.1 AirTrack grants to End User a non-exclusive, non-transferable, perpetual license to use the
Spftware, solely on the AirTrack Product in which it is embedded ("designated AirTrack
Product"), in machine-readable form only, solely for End User's internal business purposes. This
Agreement does not convey ownership of the Software to End User. Title to the Software shall
be and remain with AirTrack or the third party from whom AirTrack has obtained a licensed
right. As used in this Agreement, the term "purchase" or its equivalents when applied to the
Software shall
mean "acquire under license." End User is not entitled to receipt or use of the
source code to any Software.
2.2 End User shall not copy, modify, decompile, disassemble, reverse engineer, or otherwise
reproduce or remanufacture the Software, whether modified or unmodified, nor sell, assign,
sublicense, distribute, lend, rent, give, or otherwise transfer the Software to any other person or
organization, for purposes other than as expressly provided in this Agreement, without
AirTrack's prior written consent.
3. Transfers, Support.
3.1 Any copying, installing, reproduction, remanufacture, reverse engineering, electronic transfer,
or other use of the Software on other than the designated AirTrack Product will be a material
breach of this Agreement. However, AirTrack may elect not to terminate this Agreement or the
granted licenses, but instead may elect to notify End User that End User is deemed to have
ordered and accepted a license for each breaching use. End User shall pay AirTrack the applicable
list price for such licenses as of the date of such breach.
3.2 End User shall not sell, assign, sublicense, distribute, lend, rent, give, or otherwise transfer the
AirTrack Product to any third party unless such third party agrees with AirTrack in writing to
be bound by the terms and conditions of this Agreement. Any such transfer of the AirTrack
Product absent such agreement shall be null and void.
3.3 End User may obtain support for Software from AirTrack at AirTrack's standard support fees and
under AirTrack's standard support terms and conditions in effect at the time the support is
requested.