OVERWATCH SYSTEMS, LTD.
END USER LICENSE AGREEMENT
IMPORTANT – REVIEW CAREFULLY BEFORE USING ACCOMPANYING SOFTWARE
BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END
USER LICENSE AGREEMENT (“License”). If you do not agree to be bound by the terms of this
License, do not install, load, download, transfer, or use the Software, and (if applicable)
immediately return the unused Software in its original packaging to Licensor or reseller for a
full refund. This License contains important legal rights and requires your compliance with
certain obligations, so please read it carefully before installing or using the Software. Your
use may be subject to additional terms and conditions set forth in a license agreement
between your employer and Overwatch Systems, Ltd. (“Licensor”).
This License applies to those software products listed at the end of this agreement in Appendix A,
which includes the software, associated media, and printed materials and documentation supplied
with the software (in either printed or electronic form, all of which is referred to, collectively, as the
“Software”). The License terms also apply to any Software updates, supplements, and Internet-based
services provided in conjunction with the Software, unless other terms accompany those products
and/or services, in which case, those other terms control. The Software may include both server
software and client software that work together seamlessly, and your rights relative to both the
server and client software are contained in this Agreement. The components of the Software are
licensed as a single unit and you may not separate the components and install them on different
1. Grant of Rights.
1.1 Standard License. This License grants you a personal, non-exclusive, non-transferable, nonsublicensable, limited license to use the Software for your own internal business purposes, in
accordance with the terms of this License, during the Term hereof. No license to any source code is
provided hereunder. Upon Licensor’s request, you agree to provide written confirmation that you
are using the Software in strict compliance with the terms of this License. At no time will you permit
the Software to be used in excess of the usage specified in this License.
1.2 Trial License. Some or all of the Software may be licensed on a trial basis (“Trial Software”).
Your right to use Trial Software is limited to the applicable trial period. The length of the trial period
will be as provided during the activation process or as part of the documentation accompanying the
Trial Software. After the expiration of the Trial period, you agree to cease all use of the Software and
to remove and delete all copies of the Trial Software. References to “Software” in other Sections of
this License include “Trial Software”.
2. U.S. Government Rights. If the Software and documentation are being acquired by or on
behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any
tier), certain Software, components of the Software, and documentation are provided as
COMMERCIAL COMPUTER SOFTWARE developed exclusively at private expense, while others are
provided with RESTRICTED/LIMITED RIGHTS or UNLIMITED RIGHTS. Appendix A contains
additional information regarding U.S. Government rights as they apply to specific software products.
You should contact the Contracts Department at Licensor if you have any questions or require
3. Copyright; Copying. The Software is the proprietary product of Licensor and its third party
licensors, and is protected by United States copyright law, international treaty provisions, and other
applicable laws. This License is not a sale. All right, title, and interest in and to the Software and all
portions thereof are, and remain, the property of Licensor and its third party licensors. By virtue of
this License, you acquire only the limited right to use the Software in accordance with the terms
hereof, but acquire no title or ownership rights in or to the Software. If the Software is supplied by
download or other electronic transfer, you may make one additional copy of the Software for archival
or backup purposes and may install the Software on one hard disk; or (b) If the Software is acquired
on a CD, DVD or other hard copy media, you may install the Software on one hard disk and may retain
the original for archival or backup purposes. No other copying of the Software is permitted. You may
not make any copies of the written materials or documentation that accompanies the Software nor
allow anyone else to do so. Additional copies of such materials are available from Licensor.
Alteration or removal of copyright management information (including, without limitation,
Licensor’s name and other identifying information, name of the Software, the terms and conditions
of this License, and identifying numbers or symbols embodied in or associated with this Software is
prohibited. You may not remove any trademark or copyright notices on or in the Software.
4. Third Party Software. “Third Party Software” means those portions of the Software that
consist of elements licensed from third parties. Third Party Software licenses can be found on the
Software media, under the EULAs. By accepting this License, you accept each associated Third Party
Software license, all of which are hereby incorporated by reference into this License, and
acknowledge that the terms of such licenses govern the use of the applicable portions of the Software.
In the event of any conflict between any Third Party licenses and this License, the more restrictive
term will be given preference and govern. Each Licensor of Third Party Software will be a third party
beneficiary of this Agreement with respect to such Third Party Software. EXCEPT AS MAY BE
OTHERWISE PROVIDED IN THE APPLICABLE THIRD PARTY SOFTWARE LICENSE, THIRD PARTY
SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OR INDEMNITY OF ANY KIND FROM
LICENSOR AND/OR ITS SUPPLIERS.
5. Term; Termination. The term of this License is for such time period as identified as part of
the order you or your company placed for the Software (“Term”). However, you agree that this
License and your right to use the Software will terminate automatically if you violate any of the terms
of this License or other agreement applicable to your use of the Software, or fail to timely pay any
sums owed to Licensor, a reseller, or other valid distributor of the Software. In the event of
termination, you agree to immediately remove the Software from your computer(s) and to return all
copies of the Software to Licensor.
6. Other Restrictions. You acknowledge and agree that the source code and internal structure
of the Software, software connectivity, setup, and Software Development Kits (SDK’s) and
setup/installation documents are trade secrets of Licensor and its third party licensors, the value of
which would be destroyed by disclosure to any third party. You recognize that the Software, and the
pricing and negotiated terms of this License and any associated agreement are the proprietary and
confidential information of Licensor and/or its third party licensors (the “Information”). You agree
to maintain the Information in strict confidence and, except as expressly allowed herein, you agree
not to disclose, duplicate, or otherwise reproduce, directly or indirectly, the Information in whole or
You shall not: (a) assign, transfer, or redistribute the Software to any party in whole or in part; (b)
rent, time share, or operate a service bureau with respect to the Software; (c) charge a fee to any
party for access to or use of the Software; or (d) install, use, or make available the Software for any
online application service provider business, internet service provider business, or other online
software rental business. You agree that you will not decipher, reverse engineer, decompile,
disassemble, use for competitive analysis, modify, or make other works derived from, the Software
(in whole or in part), or copy the look and feel or functionality of the Software, or utilize any device
to defeat any copy protection device (if the Software includes such a device). You agree to not (aa)
build a product or service competitive with the Software, (bb) build a product using ideas, features,
functions, or graphics similar to the Software, or (cc) copy any ideas, features, functions, or graphics
of the Software. You must at all times control the access to, and use of, the Software and not grant or
permit third parties or individuals that are not authorized users access to, or use of, the Software.
You shall not cause or permit any third party to breach the foregoing restrictions in this Section 6.
Use of the Software by anyone other than you is prohibited, unless the Software is validly transferred
pursuant to this License. You may not sell, resell, sublicense, rent, lease, or otherwise transfer
(collectively, “Transfer”) the Software without Licensor’s prior written approval, which may be
withheld in Licensor’s sole discretion. You may request approval to Transfer the Software by
providing the Licensor with the following information and assurances: (a) the identity and contact
information for the proposed transferee; (b) written confirmation that you will retain no copies of
the Software; and (c) written confirmation that the proposed transferee agrees to all the terms of this
7. APIs. You acknowledge and agree that any Application Program Interface (“API”)
Information and Development Materials (unless otherwise specified by Licensor in additional or
different terms associated with such API Information or Development Materials) (a) are confidential
and proprietary to Licensor, (b) may not be distributed, disclosed or otherwise provided to third
parties, and (c) may be used only in conjunction with and for your own authorized internal use of the
Software to which the API Information or Development Materials relates, such as the development
and support of applications, modules and components to operate on or with the Software. For
purposes of this Section 7, (aa) “API Information” means the standard API information generally
provided by Licensor to licensees of the Software that specifies the requirements for interfacing to
(i.e., invoking or directing the functions of) the Software; and (bb) “Development Materials” means
SDKs and other toolkits, libraries, scripts, reference or sample code, and similar developer materials
included in the Software. API Information does not include any implementation of such interface
information, any Development Materials, or any other software, module or component.
8. Audit Rights. Licensee agrees that, upon reasonable prior notice and at Licensor’s expense,
during the Term of this Agreement and for a period of twelve (12) months after termination,
Licensor may come to Licensee’s place of business and inspect documentation (or, at Licensor’s
discretion, request such documentation be produced to Licensor at Licensor’s place of business) to
confirm that Licensee is in compliance with the terms and conditions of this Agreement, but such
documentation shall only include records related to the subject of this Agreement. In performing
such audit, the Licensor shall hold all of Licensee’s information in strict confidence and shall not
divulge any such information to any third party without the prior written consent of Licensee.
9. Effect of Upgrades; Maintenance and Technical Support. To install and use upgrades to
the Software, you must first have a valid license for the Software that is eligible for upgrade. If
Licensor or a reseller provides you with an upgrade to the Software previously licensed to you, the
Software previously licensed to you will thereafter be deemed to be a previous version (“Previous
Version”). The license grant and other rights with respect to any Previous Version will terminate
one hundred twenty (120) days after installation of the upgrade. Within such one hundred twenty
(120) day period, (a) you must cease all use of any Previous Version and uninstall all copies of the
Previous Version, and (b) upon expiration of such one hundred twenty (120) day period, you shall
discontinue any further use of the Software. At Licensor’s request, you agree to destroy or return to
Licensor or the reseller from which they were acquired all copies of the Previous Version. Licensor
reserves the right to require you to provide satisfactory proof that all copies of any Previous
Version have been uninstalled and, if so requested by Licensor, destroyed, or returned to Licensor
or the reseller from which they were acquired. Maintenance and technical support of the Software
are provided for under the Maintenance and Technical Support Agreement applicable to the
Software and your order.
Licensor is not responsible for obsolescence of the Software that may result from changes in your
hardware, software, equipment, or requirements.
10. Export Control: You agree to comply with all export laws, and restrictions, and regulations
of any United States or foreign agency or authority, and not to export or re-export the Software or
any direct product thereof in violation of any such restrictions, laws, or regulations. You shall obtain
and bear all expenses relating to any necessary licenses and exemptions with respect to its export of
the Software from the United States. You acknowledge that neither the Software nor the underlying
information, technology, or technical data may be downloaded or otherwise exported or re-exported
(a) into any country subject to U.S. trade sanctions covering the Software, to individuals or entities
controlled by such countries, or to nationals or residents of such countries other than nationals who
are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to any
person or entity on the U.S. Treasury Department Office of Foreign Asset Control’s list of Specially
Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial
Orders, as these lists may be amended from time to time.
11. Limited Warranty; Disclaimer of Other Warranties. Licensor warrants that for a period
of ninety (90) days after the date of original delivery to you, (a) the Software will perform
substantially the functions described in the accompanying written materials when operated on
hardware and operating systems meeting the system requirements set forth in such documentation;
and (b) that the CD-ROM or other media upon which the Software is delivered will be free from
defects in materials and workmanship under normal use. The foregoing warranties shall not apply
to the degree that the malfunction occurs because (a) the affected Software has not been used in
accordance with Licensor’s instructions; (b) the affected Software has been altered, modified, or
converted by you without the prior written approval of Licensor; (c) of the malfunctioning of your
hardware or software, third party hardware or software, or your network or telecommunications
systems; or (d) the affected Software, or a portion thereof, has become inoperative due to any other
causes within your control. Licensor shall not be required to respond to a warranty claim hereunder
to the extent that you have not timely paid amounts due to Licensor. LICENSOR EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS
FOR ANY PARTICULAR PURPOSE, TITLE,AND NON-INFRINGEMENT. THE EXPRESS WARRANTY
RECITED ABOVE IS EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED. EXCEPT FOR THE EXPRESS WARRANTY RECITED ABOVE, THE SOFTWARE IS
PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY,
PERFORMANCE, ACCURACY AND RESULTS IS WITH YOU. LICENSOR MAKES NO WARRANTIES
OR REPRESENTATIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE, HARDWARE, OR
CONTENT PROVIDED AS PART OF, OR IN CONNECTION WITH, THE SOFTWARE. LICENSOR
DOES NOT WARRANT THAT SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE,
THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL OPERATE IN COMBINATION
WITH OTHER SOFTWARE OR HARDWARE SELECTED BY YOU, OR THAT THE SOFTWARE WILL
MEET YOUR REQUIREMENTS.
Licensor’s exclusive and entire liability, and your sole and exclusive remedy, for breach of the limited
warranty, shall be repair or replacement of the Software which does not conform to the limited
warranty set forth in this Section 11. Any replacement Software shall be warranted in accordance
with the limited warranty set forth in this Section 11 for the remainder of the original warranty
period, or thirty (30) days, whichever is longer.
TO THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS THIRD
PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (INCLUDING, BUT NOT LIMITED TO, DAMAGES
FOR LOSS TO OR DESTRUCTION OF COMPUTER CODE, DATA OR INFORMATION, LOSS OF SALES
OR BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY
OTHER PECUNIARY LOSSES OR DAMAGES) ARISING FROM THE INSTALLATION, USE,
OPERATION OF, OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER OF DAMAGES IS TO
BE CONSTRUED AS INDEPENDENT OF THE LIMITATION OF REMEDIES CONTAINED IN THIS
AGREEMENT. ANY USE OF THIS SOFTWARE IN CONJUNCTION WITH PRODUCTS, SERVICES, OR
ACTIVITIES THAT ARE INHERENTLY DANGEROUS, EMERGENCY RESPONSE RELATED, OR
DEFENSE OR LAW ENFORCEMENT RELATED, IS AT LICENSEE’S OWN RISK AND LICENSOR
ACCEPTS NO LIABILITY FOR ANY RESULTING DAMAGES FOR SUCH USE. TO THE FULLEST
EXTENT ALLOWED BY APPLICABLE LAW, LICENSOR’S AND ITS THIRD PARTY LICENSORS’
MAXIMUM TOTAL LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OR
DEMANDS, WHETHER BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT, OR ANY
OTHER LEGAL THEORY, ARISING FROM INSTALLATION, USE, OPERATION OF, OR INABILITY
TO USE THE SOFTWARE, SHALL BE LIMITED TO AN AMOUNT NOT EXCEEDING THE AMOUNT
YOU PAID FOR THE SOFTWARE.
12. Choice of Law/Forum; Acknowledgements; Injunctive Relief. The interpretation and
performance of this License shall be governed by the laws of the State of Delaware, without giving
any effect to any choice of law or conflict of law provision (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Delaware. The parties expressly agree that the United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this License. The parties agree that Licensee’s breach
of the license scope or confidentiality terms contained in this License would cause Licensor
irreparable injury for which it would not have an adequate remedy at law. In the event of such
breach, Licensor shall be entitled to seek injunctive relief in a court of competent jurisdiction in
addition to Licensor’s other legal or equitable remedies.
ANY LEGAL ACTION UNDERTAKEN UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN A
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE STATE OF DELAWARE.
THE PARTIES HEREBY SUBMIT TO THE JURISDICTION OF ALL STATE AND FEDERAL COURTS OF
THE STATE OF DELAWARE, AND HEREBY AGREE THAT ANY SUCH COURT SHALL BE A PROPER
FORUM FOR THE DETERMINATION OF ANY DISPUTE HEREUNDER.
With respect to U.S. Government customers, to the maximum extent practicable, the terms of this
License shall be interpreted in a manner consistent with Federal law.
13. Severability and Waiver. If any portion of this License shall be held to be or becomes
invalid, illegal, or unenforceable, the remaining portions of this License shall continue to be binding
and enforceable if the essential terms and conditions of this License remain valid, legal, and
enforceable. The failure of either party to enforce any provision contained herein shall not be
deemed a waiver of any other provision contained herein.
14. Taxes. You are solely responsible for payment of any taxes (including, but not limited to,
sales or use taxes, intangible taxes, and property taxes) resulting from your acceptance of this License
and possession and use of the Software, exclusive of taxes based on Licensor's income. Licensor
reserves the right to have you pay any such taxes as they fall due to Licensor for remittance to the
appropriate authority. You agree to hold harmless Licensor from all claims and liabilities arising from
your failure to report or pay any such taxes.
15. Entire Agreement. This License (including any addendum or amendment which is included
with the Software) represents the entire agreement between you and Licensor relating to the
Software and supersedes all prior or contemporaneous oral or written communications, proposals
and representations with respect to the Software or any other subject matter covered by this License.
To the extent the terms of any Licensor policies or support services conflict with the terms of this
License, the terms of this License shall control.
1. This License applies to all software products identified in this Appendix.
2. Each of the software products identified in Table A-1 below is Commercial Computer
Software as defined in FAR 2.101. Pursuant to DFARS 227.7202-1(a), the Government shall
have only those rights which are specified in this License in these software products.
|Global Image Viewer®|
3. Table A-2 identifies U.S. Government rights applicable for each identified software product.
|Software Product||U.S. Government Rights|