END USER LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY BEFORE DOWNLOADING OR COPYING TO YOUR COMPUTER ANY FILE(S) CONTAINED HEREWITH.
THE STANDARD(S) AND OTHER INFORMATION PROVIDED HEREWITH ARE COPYRIGHTED. BY DOWNLOADING ANY FILE PROVIDED HEREWITH TO YOUR COMPUTER, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, PRIOR TO DOWNLOADING OR COPYING TO YOUR COMPUTER ANY FILES(S), YOU MUST DECLINE ACCESS TO SUCH MATERIALS.
1. GRANT OF LICENSE: Subject to the provisions contained herein and to the payment of all applicable fees, the International Safety Equipment Association (ISEA) grants you a non-exclusive, non-transferable license to the materials contained herewith (the “Product”). Your licensed rights to the Product are limited to the following:
(a) This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this License Agreement.
(b) You may install one copy of the Product on, and permit access to it by, a single computer owned, leased or otherwise controlled by you. In the event that computer becomes dysfunctional, such that you are unable to access the Product, you may transfer the Product to another computer, provided that the Product is removed from the computer from which it is transferred and the use of the Product on the replacement computer otherwise complies with the terms of this Agreement. Neither concurrent use on two or more computers nor use in a local area network or other network is permitted. You shall not merge, adapt, translate, modify, rent, lease, sell, sublicense, assign or otherwise transfer any of the Product, or remove any proprietary notice or label appearing on any of the Product. You may copy the Product only for backup purposes.
(c) You acknowledge and agree that the Product is proprietary to ISEA, the Copyright holder identified on the front page of the Product, and is protected under U.S. copyright law and international copyright treaties. You further acknowledge and agree that all right, title and interest in and to the Product, including all intellectual property rights, are and shall remain with ISEA.
(d) You shall provide ISEA, or any designee of ISEA with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with ISEA and any of its designees to assure compliance.
2. LIMITED WARRANTY:
(a) ISEA warrants for your benefit alone that, unless disclosed in the Product to the contrary, ISEA can license and distribute the Product and all copyright and trademarks related thereto or therein.
(b) THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 2 CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE PRODUCT AND ISEA MAKES NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO ANY OF THE PRODUCT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SUFFICIENCY, ACCURACY OR UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR REFLECTED IN, ANY OF THE PRODUCT. ISEA EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT, REPRESENTATIVE OR PUBLISHER OF THE COPYRIGHT HOLDER IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS LIMITED WARRANTY.
ISEA, any agent, representative, publisher or distributor of the Product, or any of their respective directors, officers, employees, agents, representatives or members (the “ISEA Indemnified Parties”) shall have no liability for, and you shall defend, indemnify and hold each of the ISEA Indemnified Parties harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys’ fees) based upon or arising out of any injury or damage, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product by you and/or any of your directors, officers, employees, representatives, agents or contractors.
4. LIMITATION OF LIABILITY:
(a) You acknowledge that the obligations and liabilities of ISEA with respect to the Product are exhaustively defined in this Agreement. You are responsible for the consequences of any use of any of the Product (whether or not such use was consistent with the license granted hereunder) created therefrom. Whether or not ISEA has been advised of their possibility, neither ISEA nor any of its representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special, punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.
(b) If at any time an allegation of infringement of any rights of any third party is made, or in the opinion of ISEA is likely to be made, with respect to any of the Product, ISEA may, at its option and at its own expense
(i) obtain for you the right to continue using the Product,
(ii) modify or replace the Product or any portion thereof so as to avoid any such claim of infringements, or
(iii) refund to you the License Fee.
ISEA shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the Product. Notwithstanding anything contained in this Agreement, and except as set forth in Section 4(b) hereof, ISEA’s liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amounts of the License Fee paid by you for the Product subject to any such claim.
(c) Section 4(b) states the entire liability of ISEA with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by any of the Product.
This Agreement may be terminated immediately by ISEA upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue the use of the Product and shall within ten (10) days either return files(s) on diskette(s), if any, to ISEA or certify in writing to ISEA that the Product has been deleted from your computer and is eliminated from your premises.
6. GOVERNING LAW; ATTORNEY’S FEES:
This Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to its conflict of laws or provisions and you further consent to jurisdiction by the state and federal courts sitting in the Commonwealth of Virginia.
This Agreement constitutes the complete and exclusive agreement between ISEA and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of ISEA and you. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement.
You may not load or export or re-export any of the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
BY ACCESSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.