PDXpert License Agreement

A. This is a license agreement ("Agreement") for the PDXpert computer programs (which may include the PDXpert Application Server and PDXpert Client Application software), associated data and configuration files, and other software (the "Program"). The Program contains proprietary information of Active Sensing, Inc.; it is provided under this Agreement that contains restrictions on use and disclosure and is also protected by copyright law and international treaties. Unauthorized reproduction or distribution of this Program, or any portion thereof, may result in severe civil or criminal penalties. Violators will be prosecuted to the maximum extent permitted by law.

B. In this Agreement, "You" refers to the licensee (an organization or person) or any agent or consultant acting on its or their behalf, and all users authorized by the licensee to use the Program, all of whom shall also be bound by the terms of this Agreement. "Active Sensing, Inc.", "ASI", and "We" all refer to Active Sensing, Inc., a Colorado corporation.

C. CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PROGRAM. BY USING THIS PROGRAM, YOU INDICATE YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS. IN THE EVENT THAT YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST IMMEDIATELY AND COMPLETELY REMOVE THE PROGRAM FROM ANY STORAGE MEDIA AND/OR COMPUTER(S) ON WHICH IT WAS COPIED AND/OR INSTALLED.

D. You agree that all licenses granted hereunder and all transactions with ASI are governed by the policies and procedures that are described on the ASI website (the "ASI Policies", located at www.buyplm.com/policies), which are incorporated herein by reference, and which are subject to change by ASI from time to time in its discretion.

1. License

1.1. During the Term of this Agreement (as defined below), Active Sensing, Inc. will provide to You the Program with software license key (the "Key") and user installation and operation instructions ("Documentation"). The Program and upgrades/updates thereto, the Key, the Documentation, and the MSU Services as defined below (if the MSU Services have been purchased by You) are collectively referred to as the "Product." A person obtains access to the Product using a log-in username and optional password (a licensed "Named User Account"). Depending on the type of license purchased, the Key specifies and authorizes one or more licensed Named User Accounts for a designated term (the "Term"), which shall be either a recurring subscription period with a duration based on the license You have purchased (a "Subscription" license) or an unlimited period (a "Perpetual" license), unless and until Your applicable license is terminated as set forth in this Agreement. You may only use the Product subject to the terms and conditions of this Agreement.

1.2. Subject to Your payment of applicable license fees for the Product as indicated in ASI's invoices ("Fees") when due, ASI grants You a non-transferable (except in accordance with this Agreement) license for the designated number of Named User Accounts to access and use the Product for Your internal business purposes in accordance with the terms of this Agreement.

2. Maintenance, Support and Upgrades

2.1. All maintenance, support and upgrade services ("MSU Services") for the Product, which shall include without limitation all new versions of the Program and the Documentation, will be provided with all Subscription licenses, but are not provided with Perpetual licenses unless MSU Services are separately purchased. All MSU Services shall be subject to the terms and conditions set forth in the ASI Policies. MSU services are limited in duration and must be renewed periodically to maintain coverage.

3. License Restrictions

3.1. You may not, and will not permit any other party to: (a) modify, adapt, alter, translate, or create derivative works from the Product; (b) merge the Product with other software except as needed to use the Product for its intended purposes or to use it with other enterprise programs developed or licensed by You; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Product to any third party other than as expressly provided herein; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation (provided, however, that to the extent You intend to engage in any of the foregoing, You will notify ASI in advance of such activity and will treat the results of such activity as Confidential Information (defined below) of ASI); (e) remove, alter, or obscure any proprietary notices of ASI, its licensors or suppliers included in the Product; or (f) otherwise use or copy the Product except as expressly permitted under this Agreement.

3.2. In addition, You agree to comply with the following requirements:

3.2.1. You may assign a Named User Account to exactly one person, for that person's exclusive use on no more than three (3) computers/devices during any 12-month period. A Named User Account may not be shared between persons.

3.2.2. You may use the Key issued to You by ASI for the Subscription or Perpetual Term specified by the Key. You may not use any other Key no matter how acquired. You may not use the Key issued to you by ASI if You have not fully and completely complied with the terms of this Agreement, or with the payment terms specified by ASI at the time of purchase.

3.2.3. You may use the Program only on one server.

3.2.4. You must apply Product upgrades issued during the Term promptly following their release, in order to maintain the validity of the warranty set forth below.

3.2.5. You may not separate the Product's component parts for independent use. You may not use a version or an upgrade of this Product independently from the original version supplied to You. All versions and upgrades acquired by You become an integral part of the original Product, and are subject to the terms of this Agreement as it may be updated with future versions of the Product.

3.2.6. You agree that to facilitate technical support services and to improve the Product, the Product may transmit technical and diagnostic information to ASI, and We may transmit technical support notifications, data and code to the Product.

3.2.7. You may transfer the Product to another legal entity, only if (a) You assign all of your rights under this Agreement, cease all use of the Program and Key, erase or destroy any copy (including the hard disk copy) made in support of Your use of this Product, and (b) the other legal entity agrees to the terms of this Agreement. If You transfer an original version of the Program, or any upgrade of the Program, You must transfer all versions and upgrades of the Program as a single Product.

4. Intellectual Property Rights

4.1. For purposes of this Agreement, the term "Intellectual Property Rights" means any and all known or hereafter existing worldwide copyrights, trademarks, service marks, trade secrets, patents, patent products, know-how, moral rights, contract rights, and other proprietary rights, and all registrations, products, renewals, extensions, and combinations of the foregoing. All Intellectual Property Rights, as well as all other rights in the Product, shall remain with ASI or its licensors, and You hereby waive all claims thereto and will not assert any rights therein. You must reproduce any copyright, patent, or other notice marked on the Product on all copies that You make.

4.2. Any rights not expressly granted to You hereunder are reserved by ASI or its licensors. If any open source code or third party code or other third party elements are included within the Product, they remain owned by the owners thereof and no rights are transferred to either party herein.

5. Warranty

5.1. During the following specified warranty period, ASI warrants that the Program will substantially conform to the Documentation accompanying the Program:

5.1.1. If You have paid for a Perpetual license, the warranty period shall be the greater of (a) thirty days from the date of Your company's first installation of the Program, or (b) for the period of time for which You have purchased MSU Services; or

5.1.2. If You have paid for a Subscription license, the warranty period shall be the period of time for which You have purchased a Subscription.

5.2. If ASI is notified of a warranty failure within the warranty period of such defect as described above, and provided You have paid for a license, at its sole option ASI will either (a) modify or replace the defective portion of the Product, or (b) refund all license fees You have paid ASI for the Product in the most recent period. Any action undertaken by ASI does not extend the warranty period or expand ASI's obligations under this warranty. If a refund is provided, the license is thereby terminated and You shall immediately cease use of the Product.

6. Disclaimer of Warranties and Limitation of Liability

6.1. OTHER THAN THE LIMITED WARRANTY SET FORTH ABOVE, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE PRODUCT IS PROVIDED "AS-IS" AND ASI HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE. ASI DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE WITHOUT INTERRUPTION OR WILL BE ERROR FREE. YOU ACKNOWLEDGE THAT NO WARRANTIES ARE MADE BY ANY OF ASI'S LICENSORS OR SUPPLIERS WITH REGARD TO THE PRODUCT, USE THEREOF, OR RESULTS YOU MAY OBTAIN FROM USE OF THE PRODUCT.

6.2. TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EVEN IF ASI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (1) IN NO EVENT WILL ASI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND (2) THE TOTAL CUMULATIVE LIABILITY OF ASI, ITS LICENSORS OR SUPPLIERS, AND ANY OF EITHER OF THEIR OFFICERS OR DIRECTORS (COLLECTIVELY THE "ASI PARTIES") IN CONNECTION WITH THIS AGREEMENT AND THE PRODUCT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE LICENSE FEES YOU HAVE PAID ASI FOR THE PRODUCT IN THE MOST RECENT 12 MONTH PERIOD. THIS LIMITATION OF LIABILITY CLAUSE SHALL BE APPLICABLE IN ADDITION TO ANY OTHER LIMITATION ON THE LIABILITY OF ASI SET FORTH ELSEWHERE IN THIS AGREEMENT. You acknowledge that this clause reflects the allocation of risk set forth in this Agreement and that ASI would not enter into this Agreement without these limitations on its liability, and You agree that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy. In addition, ASI disclaims all liability of any kind of ASI's licensors and suppliers.

6.3. This limitation applies, without limitation, to (a) any claims, demands or liabilities related to the Product, software, services, content (including code) on third party Internet sites, or third party programs; and (b) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. The above limitation or exclusion may not apply to You because Your legal jurisdiction may not allow the exclusion or limitation of incidental, consequential or other damages. In those jurisdictions that do not allow the exclusion or limitation of damages, ASI's liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.

7. Fees and Payment

7.1. You will pay ASI the Fees, which shall be based on (a) the type of subscription You have selected, (b) whether or not you have purchased separate MSU Services, and (c) the number of Named User Accounts You have licensed. Each invoice from ASI will state the basis for any Fees included therein. You will pay all amounts set forth on each such invoice in immediately available U.S. funds according to the terms set forth in the invoice and in accordance with the ASI Policies (including late fees as set forth therein). In addition, You must immediately reimburse ASI for all costs and expenses (including any attorney fees) it incurs collecting any past due amounts owed by You. Except as otherwise expressly set forth in this Agreement, the Fees are non-refundable.

7.2. In the event You fail to pay ASI any sum when due, ASI may, without prior notice and without waiving or limiting any other remedies to which it may be entitled to hereunder, in law or in equity, terminate the license granted herein and discontinue all further MSU Services if applicable, until such time as all amounts due have been paid in full.

7.3. The Fees exclude all applicable sales, use, transfer, import, customs, and other taxes, fees, duties and similar charges imposed by any governmental entity ("Taxes"), and You will be responsible for payment of all such Taxes to the extent applicable and any penalties or charges that accrue with respect to the non-payment of any Taxes.

8. Compliance Audits

8.1. We have the right to verify Your compliance with the terms of this Agreement (including the ASI Policies) by requesting a compliance audit at any time during, and up to one year after, Your ownership of any Program license granted hereunder. You agree to provide reasonable cooperation in the event of a compliance audit.

8.2. Within 30 days of our written request for an audit, You will perform an audit ("Customer Audit") as follows:

8.2.1. You will conduct an internal audit of your usage of the Program, comparing the number of persons using the Program at the time of our request to the number of Named User Accounts specified by Your license.

8.2.2. You agree to provide us with access to usage information captured by our Program as a tool in conducting the Customer Audit. If we provide any auditing software to You, You agree to use such software, and to return the true and unmodified results to us.

8.2.3. You will provide a written statement by an officer of Your company certifying that each person using the Program at the time of our request has been assigned an individual Named User Account for his/her exclusive use, or that sufficient new Named User Accounts have been ordered for each person using the Program.

8.3. If within such 30 day period You fail to perform all elements of a Customer Audit as described above, then we reserve the right to either (a) perform our own audit by any means we desire, including without limitation the installation of auditing software or the appointment of a third party auditor ("ASI Audit") in which case the results of the ASI Audit shall be deemed binding on You, or (b) terminate this Agreement and invalidate all of your Named User Accounts immediately upon written notice to You.

8.4. If the results of a Customer Audit or ASI Audit, as applicable, do not find a Named User Account shortage of at least 5% ("Material Unlicensed Use"), we will not request or undertake another compliance audit for at least one year.

8.5. If the results of a Customer Audit or ASI Audit, as applicable, reveal any Material Unlicensed Use, then You agree to purchase sufficient Named User Accounts to restore compliance during each license period during which non-compliance occurred. We will invoice You for such additional Named User Accounts following our determination of the applicable number thereof. If we have not received Your payment of such invoice by the due date set forth therein, we reserve the right to immediately and without further notice, terminate all of your Named User Accounts, this Agreement, and all of Your rights and licenses hereunder.

8.6. By requesting an audit, we do not waive our rights to enforce this Agreement, or to protect our intellectual property by any other means permitted by law.

9. Restricted Rights

9.1. If the Product is acquired by or for the U.S. Government, then it is provided with restricted rights. Use, duplication or disclosure by the United States Government (or any unit, agency or department thereof), is subject to the following provisions (or any applicable successor provisions) which, to the extent applicable, are incorporated by reference herein as if set forth in their entirety: (i) FAR 52.227.19(a) through (c); (ii) in the case of the Department of Defense, DFAR 227.7202.1 through 227.7202-4; (iii) in the case of NASA, the NASA Supplement to the FAR at 18-52.227-86(d); and (iv) all other Federal laws and regulations that protect Licensor's rights in privately developed software. Contractor / Manufacturer is Active Sensing, Inc., PO Box 1236, Castle Rock CO 80104-1236 USA.

10. Term and Termination

10.1. The Term of this Agreement will commence on the date you acquire the Program from ASI, and unless earlier terminated as set forth herein, will continue (a) if a Perpetual license, for so long as ASI offers the Product for license to the public, or (b) if a Subscription license, for so long as you have paid the applicable Subscription Fees. Notwithstanding the foregoing, if You are subject to a Subscription license and/or You have purchased MSU Services, if and when a new version of this Agreement is released as part of a new version of the Program, You will be required to agree to the new version of this Agreement in order for Your license of the new version of the Program to become effective, at which time the new version of this Agreement will supersede all prior versions of this Agreement You may have previously entered.

10.2. ASI may terminate the licenses granted herein immediately upon written notice if: (a) You breach any provision of this Agreement, and such breach is not cured within fifteen (15) days following ASI's written notice thereof; (b) You have failed to pay amounts due to ASI pursuant to the applicable invoice, as described in Section 7.2; or (c) pursuant to the Compliance Audits as described in Section 8.

10.3. Upon expiration or termination of this Agreement for any reason: (a) any amounts owed to ASI under this Agreement prior to such termination or expiration will be immediately due and payable; (b) all licensed rights granted to You in this Agreement will immediately cease to exist; and (c) You will promptly discontinue all use of the Product and delete any copies of the Product in Your possession or control. Sections 3.1, 4, 6, 8, 10.3, 11, 12, and 13 as well as any payment obligations outstanding as of termination, will survive termination of this Agreement for any reason.

11. Indemnification

11.1. You will defend, indemnify, and hold the ASI Parties harmless from and against any claim, action, proceeding, liability, loss, damage, cost, or expense (including, without limitation, legal fees and expenses) (collectively a "Claim"), arising out of or in connection with any of the following caused in whole or part by You or someone acting on Your behalf: (a) use of any portion of the Product in violation of the terms of this Agreement, the Documentation, or as otherwise instructed by ASI; (b) breach of any of the provisions of this Agreement, howsoever caused; or (c) any acts, omissions or negligence of You or someone acting on Your behalf.

12. Confidentiality

12.1. The Product, including without limitation, the structure, organization and code of the Program, contains information and valuable trade secrets that are not generally known to the public, and shall be deemed "Confidential Information" of ASI. You will treat as confidential and preserve the confidentiality of the Product and will not disclose any portion of the Product to any third party.

12.2. The foregoing obligation does not apply to any information that: (a) is already in Your possession without obligations of confidentiality, as shown by documentation; (b) is or becomes publicly available through no fault of You; or (c) is obtained by You from a third person without breach by such third person of an obligation of confidence. Information will not be deemed to be within the foregoing exceptions merely because it is: (i) embraced by more general information in the public domain or in the possession of the party receiving such information, or (ii) a combination of individual items of information that could be pieced together to reconstruct such combination from non-confidential information.

13. General Provisions

13.1. This Agreement (including the ASI Policies) sets forth the entire understanding and agreement for the Product, including the MSU Services, between You and ASI, and supersedes all other prior and contemporary agreements, understandings, and commitments between the parties regarding the subject matter of this Agreement. You may not amend this Agreement unless such amendments are agreed to in writing by both You and ASI. In particular, any provisions, terms, or conditions contained in customer provided documents that are in any way inconsistent with or in addition to the terms and conditions of this Agreement shall not be binding upon ASI.

13.2. This Agreement describes certain legal rights. You may have other rights under the laws of your country. You may also have rights with respect to the party from whom you acquired the Product, if applicable. This Agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.

13.3. No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach, failure or delay to perform, or failure or delay to exercise any right will be deemed to be a waiver of any future right of either party arising under this Agreement.

13.4. If any provision in this Agreement is deemed by a court of law to be invalid or unenforceable, that provision will be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain unaffected.

13.5. The laws of the State of Colorado, United States of America, govern the interpretation of this Agreement and apply to claims for breach of it, regardless of conflict of laws principles. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of the State of Colorado, United States of America, and You hereby agree to the exclusive jurisdiction and venue of such courts.

13.6. The Product is subject to export laws and regulations of the United States of America. You must comply with all domestic and international export laws and regulations that apply to the Product. These laws include restrictions on destinations, end users and end use.

13.7. The Product may incorporate or use other vendors' products to implement its functions. You agree to read and comply with these other vendors' licenses which are either (a) installed as part of the Product's installation process, or (b) identified in the Documentation.

13.8. You will not bring any action against any ASI Party arising out of or related to this Agreement or the subject matter hereof more than one (1) year after the occurrence of the event which gave rise to such action.

13.9. You acknowledge and agree that ASI will be irreparably injured if the provisions of Sections 4 or 12 hereof are not capable of being specifically enforced, and agree that ASI shall be entitled to equitable remedies for any breach of such Sections, in addition to, and cumulative with, any legal rights or remedies, including the right to damages.

13.10. ASI will not be responsible for any failure in the performance of its obligations under this Agreement to the extent that such failure is due to causes beyond ASI's control including, but not limited to, acts of God, war, acts of any government or agency thereof, fire, explosions, epidemics, quarantine restrictions, delivery services, telecommunication providers, strikes, labor difficulties, lockouts, embargoes, severe weather conditions, delay in transportation, or delay of suppliers or subcontractors.

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