RECITALS: Use of Currux Vision's systems and products requires use of the SOFTWARE and the hardware when provided as a component of the system. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is not sold, and instead is only licensed for use, strictly in accordance with this document. The hardware is protected by various patents, and is sold, but this LICENSE does not cover that sale. This LICENSE sets forth the terms and conditions of the SOFTWARE LICENSE only.
a. Customer shall mean the entity or individual that installs and uses the SOFTWARE.
2 RIGHTS and LIMITIATION OF GRANT OF LICENSE
a. Currux Vision grants to Customer ("Licensee") a non-exclusive, non-transferable right ("License") to use the SOFTWARE solely for the purpose to install, run, and use the Currux Vision's Artificial Intelligent Based SmartCity and Traffic Management Systems and all related Products ("Purpose"). This may be modified only with Currux Vision express written agreement.
b. Title to the SOFTWARE is not transferred to the Licensee by this grant of license. Ownership and title to the SOFTWARE including any copy(ies) of the Software on any storage media or device, including without limitation, any floppy disk, CD, DVD, memory device, firmware, computer, network, etc., are retained by Currux Vision.
c. Limitations. Except as expressly specified in this AGREEMENT or with Currux Vision's express written approval, Customer may not:
i. Modify or Reverse Engineer. Customer may not modify, reverse engineer, decompile, or disassemble the SOFTWARE, or attempt in any other manner to obtain the source code, in whole or part, or permit or authorize or make available to a third party to do so.
ii. Separate Components. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer, nor otherwise used separately from the other parts.
iii. Sublicense or rent. Customer may not sell, rent, sublicense, distribute or transfer the SOFTWARE to another party.
iv. Copy SOFTWARE except for one for backup or archive
v. Modify SOFTWARE, including but not limited to, adding new features or otherwise making adaptations that alter the functioning of the SOFTWARE.
vi. Create derivative products, including but not limited to use of source code, market, or use the SOFTWARE in any manner not expressly authorized by this License agreement.
vii. Remove any copyright or other proprietary rights notices from the SOFTWARE; or
viii. Make the functionality of the SOFTWARE available to multiple users through any means, including but not limited to, by uploading the SOFTWARE to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services.
3 TERM AND TERMINATION
a. Term. Unless otherwise agreed in writing by Currux Vision, each license provided hereunder has a duration starting from the date of shipping and ending per Section b. below. This Agreement remains in effect until the last license expires or terminates.
b. Termination. Customer may terminate this Agreement at any time by notifying Currux Vision that it has done so. This Agreement will automatically terminate, with or without notice from Currux Vision, if Customer fails to comply with the terms and conditions hereof, and is unable to cure such within a timely manner. In such event, Customer must, at Currux Vision's option, either destroy or return all copies of the SOFTWARE and all of its component parts in Customer's possession or control. If Customer commences or participates in any legal proceeding against Currux Vision, then Currux Vision may, in its sole discretion, suspend or terminate all license grants and any other rights provided under this Agreement during the pendency of such legal proceedings.
c. Provision for Transfer of License. This License may be transferred only with Currux Vision's prior written approval. Transferee must agree in writing to all terms and conditions as set forth herein. The original Licensee shall retain no right to use the Software or Documentation and all copies shall either be delivered to transferee or destroyed.
4 COPYRIGHT OWNERSHIP
The copy of the SOFTWARE is licensed, not sold. Customer may own the media on which the SOFTWARE is recorded, but Currux Vision and its licensors or suppliers retain ownership of the copy of the SOFTWARE itself, including all copyrights and other intellectual property rights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions.
Accordingly, Customer is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to this Agreement and that it may make one copy of the SOFTWARE solely for backup or archive purposes, provided that Customer reproduces all copyright and proprietary notices that are on the original copy.
The algorithms, structure, organization and source code of the SOFTWARE are the valuable trade secrets and confidential information of Currux Vision. Except as otherwise expressly provided herein, neither this Agreement nor Currux Vision grants Customer any express or implied right under any Currux Vision patents, copyrights, trademarks, or other intellectual property rights in the SOFTWARE, and all rights, title and interest in and to the SOFTWARE not expressly granted are reserved by Currux Vision or its licensors or suppliers.
5 SYSTEM ACCESS AND UPDATES
a. Customer hereby agrees and acknowledges that the SOFTWARE may access and collect Customer's data in order to use with the SOFTWARE. To the extent that Customer uses the SOFTWARE, Customer hereby consents to the foregoing, and represents and warrants that Customer has the right to grant such consent.
b. If Customer does not wish the SOFTWARE to provide updates, it needs to notify Currux Vision in writing.
6. SOFTWARE LIMITED WARRANTY.
a. Unless otherwise agreed in writing by Currux Vision, at time of delivery to the Licensee and for a period of thirty (30) days thereafter Currux Vision warrants (i) the SOFTWARE will conform, in all material respects, to the functional capacities described in the Documentation, when used as instructed with specifically identified hardware; (ii) that Documentation contains necessary information to use the Software; and, (iii) that the media on which the Software is supplied shall be free from defects in material and workmanship.
This express warranty is extended by Currux Vision to the Licensee only, and only for the intended Purpose. This warranty shall be void if any non-conformity has resulted from accident, abuse, misuse, misapplication, or modification or other breach of SOFTWARE License. Currux Vision's entire liability and Licensee's exclusive remedy shall be to use reasonable efforts to repair, modify, or replace the Software or to provide an avoidance procedure within a commercially reasonable time so that the Software conforms, in all material respects, to the functional capacities described in the Documentation.
b. Limitations of Warranty. CURRUX VISION AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CURRUX VISION OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CURRUX VISION OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CURRUX VISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. NOTWITHSTANDING THE FOREGOING, CURRUX VISION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD$1,000.00). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
7. APPLICABLE LAW
a. This LICENSE shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Texas, with venue laid exclusively in the state and federal courts of Harris County, Texas, which shall have exclusive jurisdiction over such dispute, and the Parties hereby consent to the jurisdiction of such courts..
b. Customer understands and acknowledges that any disclosure, misuse, internal development, sale, or misappropriation of any of the SOFTWARE, or violation of this Agreement may cause Currux Vision harm, the amount of which may be difficult to ascertain, and therefore agrees that Currux Vision shall have the right to seek equitable relief and specific performance and/or an order restraining and enjoining any such breach or disclosure. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to other remedies available to disclosing Party at law or equity.
c. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
8. GOVERNMENT and END USERS
The Software and Documentation are "commercial items" as that term is defined at 48 CFR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 CFR 12.212. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, U. S. Government end users acquire the Software and Documentation with only those rights set forth herein.
Customer may not assign or transfer this AGREEMENT or any rights granted hereunder, by operation of law or otherwise, without Currux Vision's prior written consent, and any attempt by Customer to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If any provision of this Agreement is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, communications, and agreements relating to such subject matter, whether oral or written, unless Customer and Currux Vision execute a separate agreement governing the use of the SOFTWARE. Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement may only be waived or modified in writing signed by a Currux Vision authorized individual.