DOCUMENTATION LICENSE AGREEMENT

DOCUMENTATION LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“LICENSE”) IS A LEGAL AGREEMENT BETWEEN YOU (A SINGLE INDIVIDUAL) AND EMBEDDED ENVIRONMENTS CO. (“LICENSOR”) FOR THE USE OF THE DOCUMENTATION FOR A NOVOS OPERATING ENVIRONMENT (“NOVOS DOCUMENTS”). LICENSOR IS ONLY WILLING TO LICENSE THE NOVOS DOCUMENTS TO YOU ON THE CONDITION THAT YOU PAY A FEE AND ACCEPT ALL OF THE TERMS IN THIS LICENSE. BY PAYMENT OF THE LICENSE FEE AND CLICKING “I AGREE” WHEN DOWNLOADING THE NOVOS DOCUMENTATION, YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS LICENSE, LICENSOR WILL NOT GRANT YOU THE LICENSE TO USE THE NOVOS DOCUMENTS AND YOU SHALL NOT INSTALL, COPY OR USE THE NOVOS DOCUMENTS.

1. LICENSE GRANTS

Upon your payment to Licensor of a license fee, Licensor hereby grants to you, subject to the terms and conditions of this License, a non-exclusive, non-transferable license, for the purpose of assisting you in the use of the Novos Operating Environment associated with the Novos Documents.

2. RESTRICTIONS

2.1 USERS
Licensor licenses the Novos Documents to you personally for your use and your use only as a single individual. Your employees, or your bona fide subcontractors for whose acts and omissions you hereby agree to be responsible to Licensor are not parties to this License. Should your employees or your bona fide subcontractors require use of the Novos Documents, they are each required to have a license for their use.

2.2 DISTRIBUTION
The Novos Documents shall not be distributed to unlicensed third parties in whole or in part or in any form, including but not limited to electronic file or printed copy.

2.3 COPYRIGHT AND RESERVATION OF RIGHTS
The software design concepts and related information contained in The Novos Documentation are the property of Licensor and are protected by copyright and other intellectual property laws and international treaties. The Novos Documents are licensed not sold and you acquire no right, title or interest in the Novos Documents nor any intellectual property therein.

3. SUPPORT

Licensor will provide updates to the Novos Documents for a period of time in accordance with the licensing policies in force at the time of purchase.

4.  NO WARRANTY

THE NOVOS DOCUMENTS ARE PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY, INCLUDING BUT NOT LIMITED TO ANY EXPRESSED OR IMPLIED WARRANTY OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION, WHETHER IN AN ACT OF CONTRACT, STRICT LIABILITY OR TORT, INCLUDING NEGLIGENCE, ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE EVEN IS ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES. THE NOVOS DOCUMENTS MAY CONTAIN ERRORS.

5. LIMITATION OF LIABILITY

THE MAXIMUM LIABILITY OF LICENSOR TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT, TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS LICENSE SHALL NOT EXCEED THE SUM PAID BY YOU TO LICENSOR (IF ANY) FOR THIS LICENSE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS LICENSE SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

6. U.S. GOVERNMENT END USERS

US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of the Novos Documentation is restricted in accordance with the terms of this License.

7. TERM AND TERMINATION

7.1 TERM OF LICENSE
This License shall remain in force until terminated in accordance with the terms of Clause 7.2 or Clause 7.3 below.

7.2 BREACH OF LICENSE
Without prejudice to any of its other rights, if you are in breach of any of the terms and conditions of this License, Licensor may terminate this License immediately upon giving written notice to you. You may terminate this License at any time.

7.3 CLAIM OF INFRINGEMENT
This License shall immediately terminate and shall be unavailable to you if you or an affiliate asserts a claim that the Novos Documents or the Novos Operating Environment it represents infringes on a patent held by you (or your affiliate). In this License:

(a) “affiliate” means any entity controlled by you or under common control with you and a third party (in fact or in law, via voting securities, management control or otherwise) and “affiliated” shall be construed accordingly;
(b) “assert” means to allege infringement in legal or administrative proceedings, or proceedings before any other competent trade, arbitral or international authority

7.4 TERMINATION OF LICENSE
Upon termination of this License, you shall stop using the Novos Documents and the Novos Operating Environment it represents and destroy all copies of the Novos Documents in your possession. The provisions of clauses, 5, 6, 7 and 8 shall survive termination of this License.

8. GENERAL

8.1 HEADINGS AND REFERENCES
The article and section headings of this License Agreement are for convenience only and shall not be deemed to affect in any way the scope, intent or meaning of the provisions to which they refer.

8.2 GOVERNING LAW
This License Agreement is governed by the Laws of the State of Texas.

8.3 SOLE AGREEMENT
Except where Licensor agrees otherwise in a written contract signed by you and Licensor, this is the only agreement between you and Licensor relating to the Novos Documents and it may only be modified by written agreement between you and Licensor.

8.4 NO MODIFICATION
Except as expressly agreed in writing, this License may not be modified by purchase orders, advertising or other representation by any person.

8.5 SEVERABILITY
If any clause or sentence in this License Agreement is held to be illegal or unenforceable by a court of competent jurisdiction or any governmental entity, the remaining provisions of this License, in whole or in part, shall not be affected thereby.

8.6 NO WAIVER
The failure by Licensor to enforce any of the provisions of this License, unless waived in writing, shall not constitute a waiver of Licensor’s rights to enforce such provision or any other provision of this License in the future.

8.7 NO ASSIGNMENT
This License may not be assigned without the prior written consent of Licensor.

Document ID: NLegalA_V2.01 – Issue date 22 March 2017