You acknowledge that the software known as STRAP (STRuctural Analysis Programs, referred to herein as the “Software”) and any related documentation, are proprietary products of ATIR, and that all right, title and interest in and to the Software and related documentation, including associated intellectual property rights, are and shall remain with ATIR. This license does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement. Your license of the Software will not commence until you have executed this Agreement and an authorized representative of ATIR has received, approved and executed a copy of it as executed by you.
License In consideration of your payment of the license fee, ATIR hereby grants you a nonexclusive license to use the Software in machine-readable form and to use the related documentation included with the Software, subject to the terms and conditions of this Agreement.
Permitted Uses You may install, execute and use the Software on the hard disk drive of any single compatible computer that you own. You may copy the Software for backup and archival purposes only, provided that the original and each copy is kept in your possession, and the copyright notice that appears in the original is reproduced on all copies of the Software.
Prohibited Uses You may not use, copy, modify, merge, or transfer copies of the Software (or documentation) except as provided in this Agreement. You agree not to disassemble, decompile or “unlock”, reverse translate, or in any manner decode the Software for any reason. You may not distribute (electronically or otherwise), sublicense, lease, transfer, or rent the Software.
Limited Warranty ATIR makes the following limited warranties, for a period of ninety (90) days from the date you acquired the Software from us:
(a) The disks and documentation will be free from defects in materials and workmanship under normal use. If the disks or documentation fail to conform to this warranty, you may, as your sole and exclusive remedy, obtain a replacement free of charge if you return the defective disk or documentation to us with a dated proof of purchase.
(b) The Software will materially conform to the documentation that accompanies it. If the Software fails to operate in accordance with this warranty, you may, as your sole and exclusive remedy, return all of the Software and the documentation to the authorized dealer from whom you acquired it, along with a dated proof of purchase, specifying the problem, and ATIR will provide you with a new version of the Software or a full refund at our election.
WARRANTY DISCLAIMER WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. WE EXCLUDE AND EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES NOT STATED HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY OUR LIABILITY TO YOU FOR ANY LOSSES, FROM ANY CAUSE OF ACTION SOUNDING IN CONTRACT OR IN TORT, SHALL BE LIMITED TO DIRECT DAMAGES, AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS OR EXCLUSIONS, SO THEY MAY NOT APPLY TO YOU. ATIR SHALL HAVE NOT LIABILITY FOR LOSS OF DATA OR DOCUMENTATION, IT BEING UNDERSTOOD THAT YOU ARE RESPONSIBLE FOR REASONABLE BACKUP PRECAUTIONS.
Government Contracts The Government acknowledges receipt of notice that the Software and related documentation were developed at private expense and that no part of either of them is in the public domain. The Government acknowledges ATIR’s representation that the Software is “Commercial Computer Software” as defined in Subpart 227.471 of the Department of Defense Federal Acquisition Regulation Supplement (the “DFARS”). The Government agrees that the Software is classified as “Commercial Computer Software” and the Government is acquiring only “Restricted Rights” in the Software and its documentation as that terms is defined in Clause 252.227-7013 (a)(17) of the DFARS.
Miscellaneous Provisions This Agreement will be governed by and construed in accordance with the substantive laws of the State of Illinois. This is the entire statement of ATIR’s obligations to you, and supersedes any prior purchase order, communications, advertising or representations made by or for ATIR relating to the subject matter hereof. No change or modification of this Agreement will be valid unless it is in writing, and signed by us. NO WARRANTY IS MADE BY ATIR EXCEPT AS EXPRESSLY SET FORTH HEREIN. ATTENTION IS CALLED TO THE WARRANTY LIMITS SET FORTH ABOVE. ALL TERMS AND CONDITIONS SET FORTH ON THE FRONT HEREIN ARE ESSENTIAL TERMS, AND CUSTOMER’S SIGNATURE BELOW CONSTITUTES AGREEMENT TO SUCH TERMS. ANY TERMS AND CONDITIONS OF CUSTOMER (SUCH AS ON A PURCHASE ORDER) ARE SPECIFICALLY OBJECTED TO BY ATIR UNLESS EXPRESSLY AGREED TO IN WRITING BY ITS AUTHORIZED REPRESENTATIVE. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF ATIR’S OBLIGATIONS AND RESPONSIBILITIES, AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF ATIR RELATING TO THE SUBJECT MATTER HEREOF.