Software License Agreement
This Software License Agreement is part of the Operating Manual for the product and software System which you have purchased from FARO TECHNOLOGIES INC. (collectively, the “Licenser”). By your use of the software you are agreeing to the terms and conditions of this Software License Agreement. Throughout this Software License Agreement, the term “Licensee” means the owner of the System.
I. The Licensor hereby grants the Licensee the non exclusive right to use the computer software described in this Operating Manual (the “Software”). The Licensee shall have no right to sell, assign, sub-license, rent or lease the Software to any third party without the Licenser’s prior written consent.
II. The Licenser further grants the Licensee the right to make a backup copy of the Software media. The Licensee agrees that it will not decompile, disassemble, reverse engineer, copy, transfer, or otherwise use the Software except as permitted by this Agreement. The Licensee further agrees not to copy any written materials accompanying the Software.
III. The Licensee is licensed to use the Software only in the manner described in the Operating Manual. Use of the Software in a manner other than that described in the Operating Manual or use of the Software in conjunction with any non-Licenser product which decompiles or recompiles the Software or in any other way modifies the structure, sequence or function of the Software code, is not an authorized use, and further, such use voids the Licenser’s set forth below.
IV. The only warranty with respect to the Software and the accompanying written materials is the warranty, if any, set forth in the Quotation/Purchase Order and Warranty Appendix B pursuant to which the Software was purchased from the Licenser.
V. THIS WARRANTY IS IN LIEU OF OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND WRITTEN MATERIALS. IN NO EVENT WILL THE LICENSER BE LIABLE FOR DAMAGES, INCLUDING ANY LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, NOTWITHSTANDING THAT THE LICENSER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE LICENSER WILL NOT BE LIABLE FOR ANY SUCH CLAIM BY ANY OTHER PARTY.
VI. In the event of any breach by the Licensee of this Agreement, the license granted hereby shall immediately terminate and the Licensee shall return the Software media and all written materials, together with any copy of such media or materials, and the Licensee shall keep no copies of such items.
VII. The interpretation of this Agreement shall be governed by the following provisions:
a. This Agreement shall be construed pursuant to and governed by the substantive laws of the State of Florida (and any provision of Florida law shall not apply if the law of a state or jurisdiction other than Florida would otherwise apply).
b. If any provision of this Agreement is determined by a court of competent jurisdiction to be void and non-enforceable, such determination shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. If any provision or term of this Agreement is susceptible to two or more constructions or interpretations, one or more of which would render the provision or term void or non-enforceable, the parties agree that a construction or interpretation which renders the term of provision valid shall be favored.
c. This Agreement constitutes the entire Agreement, and supersedes all prior agreements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof.
VIII. If a party engages the services of an attorney or any other third party or in any way initiates legal action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses (including reasonable attorney’s fees before trial and in appellate proceedings).