Tait Software License Agreement - Tait TM8260 Installation And Programming Manual

Tait Software License Agreement

This Software License Agreement ("Agree-
ment") is between you ("Licensee") and Tait
Limited ("Tait").
By using any of the Software items embedded
and pre-loaded in the related Tait Designated
Product, included on CD, downloaded from
the Tait website, or provided in any other form,
you agree to be bound by the terms of this
Agreement. If you do not agree to the terms of
this Agreement, do not install or use any of the
Software. If you install or use any of the Soft-
ware, that will be deemed to be acceptance of
the terms of this Agreement.
For good and valuable consideration, the par-
ties agree as follows:
Section 1 DEFINITIONS
"Confidential Information" means all or
any information supplied to or received by
Licensee from Tait, whether before or after
installation or use and whether directly or indi-
rectly pertaining to the Software and Docu-
mentation supplied by Tait, including without
limitation all information relating to the Desig-
nated Products, hardware, software; copyright,
design registrations, trademarks; operations,
processes, and related business affairs of Tait;
and including any other goods or property sup-
plied by Tait to Licensee pursuant to the terms
of this Agreement.
"Designated Products" means products
provided by Tait to Licensee with which or for
which the Software and Documentation is
licensed for use.
"Documentation" means product and sof-
tware documentation that specifies technical
and performance features and capabilities; user,
operation, and training manuals for the Soft-
ware; and all physical or electronic media upon
which such information is provided.
"Executable Code" means Software in a
form that can be run in a computer and typi-
cally refers to machine language, which is com-
prised of native instructions the computer car-
ries out in hardware. Executable code may also
refer to programs written in interpreted lan-
guages that require additional software to actu-
ally execute.
"Intellectual Property Rights" and "Intel-
lectual Property" mean the following or
their substantial equivalents or counterparts,
recognized by or through action before any
governmental authority in any jurisdiction
throughout the world and including, but not
limited to all rights in patents, patent applica-
tions, inventions, copyrights, trademarks, trade
secrets, trade names, and other proprietary
rights in or relating to the Software and Docu-
mentation; including any adaptations, correc-
tions, de-compilations, disassemblies, emula-
tions, enhancements fixes, modifications,
translations and updates to or derivative works
TM8260 Installation and Programming Guide
© Tait Limited October 2014
from, the Software
whether made by Tait or another party, or any
improvements that result from Tait processes or,
provision of information services.
"Licensee" means any individual or entity
that has accepted the terms of this License.
"Open Source Software" means software
with freely obtainable source code and license
for modification, or permission for free distri-
bution.
"Open Source Software License" means
the terms or conditions under which the Open
Source Software is licensed.
"Person" means any individual, partnership,
corporation, association, joint stock company,
trust, joint venture, limited liability company,
governmental authority, sole proprietorship, or
other form of legal entity recognized by a gov-
ernmental authority.
"Security Vulnerability" means any flaw or
weakness in system security procedures, design,
implementation, or internal controls that if
exercised (accidentally triggered or intention-
ally exploited) could result in a security breach
such that data is compromised, manipulated, or
stolen, or a system is damaged.
"Software" (i) means proprietary software in
executable code format, and adaptations, trans-
lations, de-compilations, disassemblies, emula-
tions, or derivative works of such software; (ii)
means any modifications, enhancements, new
versions and new releases of the software pro-
vided by Tait; and (iii) may contain one or
more items of software owned by a third-party
supplier. The term "Software" does not include
any third-party software provided under sepa-
rate license or not licensable under the terms of
this Agreement.
"Source Code" means software expressed in
human readable language necessary for under-
standing, maintaining, modifying, correcting,
and enhancing any software referred to in this
Agreement and includes all states of that sof-
tware prior to its compilation into an execut-
able programme.
"Tait" means Tait Limited and includes its
Affiliates.
Section 2 SCOPE
This Agreement contains the terms and condi-
tions of the license Tait is providing to
Licensee, and of Licensee's use of the Software
and Documentation. Tait and Licensee enter
into this Agreement in connection with Tait
delivery of certain proprietary Software and/or
products containing embedded or pre-loaded
proprietary Software.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement
and the payment of applicable license fees, Tait
grants to Licensee a personal, limited, non-
transferable (except as permitted in Section 7),
Tait Software License Agreement
or Documentation,
49