Vr Mapping Software

1. License Grant. 

1.   In consideration of payment of the license fee and your entering into this Agreement, Cardinal hereby grants to you, the licensee, a nonexclusive, nontransferable, limited right and license ("License") to use the accompanying Vr Mapping software (the "Software"), together with the operation instructions, user manuals, help files and all technical information and materials, in written or electronic form, provided by Cardinal to you and that are intended for use in connection with the Software (together, the "Documentation") on a single computer, with a single CPU, at a single location.  If the single computer on which you use the Software is a multi-user or network system, the License covers only one user on that single system.  The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) of that computer.  Cardinal reserves all rights not expressly granted to you.

2.   There are technological measures in this Software that are designed to prevent unlicensed use of the Software. Cardinal will use those measures to confirm you have a legally licensed copy of the Software. If you are not using a licensed copy of the Software, you are not allowed to run the Software or future Software updates. Cardinal will not collect any personally identifiable information from your computer during this process.  You may need to reactivate the Software if you modify your computer hardware or move the system clock backwards.  Cardinal reserves the right to update, change and (or) disable the Software at any time.

2. Ownership of Software. As the licensee, you own the magnetic or other physical media on which the Software is originally or subsequently recorded or fixed, but Cardinal retains title to and ownership of the Software recorded on the physical media and all subsequent copies of the Software, regardless of the form or media in or on which the original and other copies may exist. The License is not a sale of the original Software or any copy. You acknowledge and agree that, as between the you and Cardinal, Cardinal retains the sole right, title and interest in and to the: (i) Software and Documentation, (ii) all patents, copyrights, trade secrets, and other intellectual property rights with respect to the Software and Documentation, and (iii) suggestions made by you for the Software, even if such suggestions are incorporated into subsequent versions of the Software.

3. Copy Restrictions. The Software and Documentation are protected by United States and foreign patent, copyright, trade secret, and other intellectual property laws. Unauthorized copying of the Software or Documentation, including Software that has been modified, merged, or included with other software, is expressly forbidden. You may be held legally responsible for any patent, copyright, trade secret, or other intellectual property infringement or misappropriation that is caused or encouraged by your failure to abide by the terms of this Agreement. Subject to these restrictions, and if the Software is not copy-protected, you may make one (1) copy of the Software solely for backup purposes, provided that the copy includes all copyright and proprietary rights notices embedded in the Software and that you reproduce any such notices on the physical media on which the copy is stored. You may not make any copies of the Documentation.

4. Use Restrictions. Upon prior written consent from Cardinal, you may physically transfer the Software from one computer to another, provided that the Software is removed from the prior computer and you provide Cardinal with written certification of such removal. You may not electronically transfer the Software from one computer to another over a network. You may not, nor allow any third party to: (i) modify, adapt, translate, decompile, disassemble, or reverse engineer the Software; (ii) remove any product identification or proprietary rights notices; (iii) lease, lend, use the Software for timesharing or service bureau purposes; (iv) except with Cardinal’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or (v) otherwise use the Software or Documentation except as expressly provided herein. You may not distribute copies of the Software or Documentation to others. You may not modify, adapt, translate, or create derivative works based on the Documentation without the prior written consent of Cardinal.

5. Transfer Restrictions. You may not transfer, assign or delegate your rights or duties under this Agreement without the prior written consent of Cardinal; provided however, that you may assign your rights in whole (but not in part) to any entity that acquires substantially all of your stock or assets, or to the surviving corporation of any merger, consolidation or reorganization to which you are a party. No such assignment shall be effective unless (i) you notify Cardinal of the assignment in writing and (ii) the assignee agrees in writing to abide by the terms of this Agreement. Any assignment in violation of the foregoing shall be void.

6. Termination. This License is effective until terminated. This License will terminate automatically without notice from Cardinal if you fail to comply with any provision of this Agreement. Upon any such termination, all of your rights to use the Software and Documentation shall immediately cease and you shall promptly destroy all copies of the Software and Documentation, including modified copies, if any. Any obligations to pay fees to Cardinal prior to termination, and the provisions of Sections 2, 3, 4, 8 and 9, shall survive termination of this Agreement for any reason. Termination is not an exclusive remedy and all other remedies will be available whether or not this Agreement is terminated.

Limited Warranty and Disclaimer

7. Limited Warranty. Cardinal warrants that, for a period of thirty (30) days from the date you receive the Software, the medium, if any, upon which the Software is provided to you by Cardinal will be free from defects in material and workmanship under normal use. Cardinal hereby limits the duration of any implied warranty on the medium to the period stated above. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. Cardinal’s entire liability and your exclusive remedy as to the defective medium shall be, at Cardinal’s option, either (i) return of the license fee paid or (ii) replacement of the medium that does not comply with the above limited warranty and which is returned to Cardinal with a copy of the receipt. If failure of the medium has resulted from accident, abuse or misapplication, Cardinal shall have no responsibility to replace the medium or to refund any license fee. Any replacement medium will be warranted for the remainder of the original warranty period or thirty (30) days from delivery of the replacement, whichever is longer. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

8. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE SOFTWARE OR DOCUMENTATION IS DEFECTIVE YOU, AND NOT CARDINAL OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARDINAL, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY SET FORTH IN SECTION 7 ABOVE. Cardinal does not warrant that the Software will meet your requirements, that your use of the Software will be uninterrupted, or that the operation of the Software will be error-free or secure. Further, Cardinal does not warrant, guarantee, or make any representations regarding the results of the use of the Software or Documentation in terms or correctness, accuracy, reliability, currency, or otherwise. The entire risk as to the results and performance of the Software is assumed by you.

9. LIMITATION AND EXCLUSION OF LIABILITY. The aggregate liability of Cardinal, its resellers, and anyone else who has been involved in the creation, production, marketing, distribution, or delivery of the Software, for damages arising from any cause of action whatsoever relating to the Software or this Agreement shall be limited to $2,000, reduced on a straight-line basis over a period of three (3) years from your acceptance of this Agreement. NEITHER CARDINAL NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, MARKETING, DISTRIBUTION, OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR LOSS OF OR DAMAGE TO RECORDS OR DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CARDINAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

General Provisions

10. Taxes. You are responsible for the cost of shipping, for payment of all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Cardinal’s net income) arising from the payment of license or maintenance fees or the delivery or license of the Software or Documentation.

11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to principles of choice of law (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any other jurisdiction; provided, however, the Uniform Computer Information Transactions Act ("UCITA") shall not apply to this Agreement or any performance hereunder, and the parties expressly opt out of the applicability of UCITA to this Agreement.

12. Severability. If a provision of this Agreement or portion thereof is found to be invalid or unenforceable under applicable law, it shall be omitted from this Agreement without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13. Export Controls. The Software is subject to U.S. export control laws and regulations and Licensee agrees to comply with all such applicable laws and regulations.

14. U.S. Government Restricted Rights. The Software and Documentation are provided with 'Restricted Rights.' Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Cardinal Systems, LLC.

15. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

16. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the subjects herein, and expressly supersedes and cancels any prior oral or written agreements on the subjects herein. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Other than as specified herein, this Agreement may only be supplemented or modified by an amendment in writing executed by the parties. No additional or conflicting term in a purchase order or other document shall have any effect.