Software License Agreement

You must be an authorized Electronic Design Technology (EDT) dealer and agree to the terms outlined below by clicking "I Accept" at the bottom of this page before proceeding to the Software and File Download page.

This License Agreement ("Agreement") is a legal contract between you (either an individual or a single business entity) and Electronic Design Technology ("EDT") for the Software identified above, which includes computer software and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Software").

BY CLICKING THE "I ACCEPT" ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU REPRESENT THAT YOU ARE AN AUTHORIZED DEALER OF EDT PRODUCTS OR A EDT AUTHORIZED INDEPENDENT PROGRAMMER AND 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 THE SOFTWARE.

IF YOU HAVE PAID A FEE FOR THIS LICENSE AND DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, EDT WILL REFUND THE FEE TO YOU PROVIDED YOU (1) CLICK THE DO NOT ACCEPT BUTTON, (2) DO NOT INSTALL THE SOFTWARE AND (3) RETURN ALL SOFTWARE, MEDIA AND OTHER DOCUMENTATION AND MATERIALS PROVIDED WITH THE SOFTWARE TO EDT AT: ELECTRONIC DESIGN TECHNOLOGY, 707 NORTH GREEN STREET, LONGVIEW, TX 75601, WITHIN 30 DAYS OF PAYMENT.

LICENSE TERMS

EDT hereby grants You and You accept a nonexclusive, nontransferable license to use the Software (a) in machine readable object code together with the related explanatory written materials provided by EDT (b) on EDT equipment owned or leased or otherwise controlled exclusively by You, and (c) only as authorized in this Agreement and the related explanatory files and written materials provided by EDT.

If this software requires payment for a license, you may make one backup copy of the Software, provided Your backup copy is not installed or used on any other equipment. You may not transfer the rights of this Agreement to a backup copy unless the installed copy of the Software is destroyed or otherwise inoperable and You transfer all rights in the Software.

You may not transfer the license granted pursuant to this Agreement or assign this Agreement without the express written consent of EDT.

If this software requires payment for a license, the total number of systems on which all versions of the Software are installed may not exceed one per license fee (1) and no concurrent, server or network use of the Software (including any permitted back-up copies) is permitted, including but not limited to using the Software (a) either directly or through commands, data or instructions from or to another computer (b) for local, campus or wide area network, internet or web hosting services; or (c) pursuant to any rental, sharing or "service bureau" arrangement.

The Software is designed as a software development and customization tool. As such EDT cannot and does not guarantee any results of use of the Software or that the Software will operate error free and You acknowledge that any development that You perform using the Software or Host Application is done entirely at Your own risk.

The Software is licensed and not sold. EDT retains ownership of the Software and all copies of the Software and reserves all rights not expressly granted in writing.

OTHER LIMITATIONS

You must be an Authorized Dealer of EDT products or a EDT Authorized Independent Programmer to install or use the Software.

You may not rent, lease, lend, sublicense, distribute or otherwise transfer or assign any interest in or to the Software.

You may not reverse engineer, decompile, or disassemble the Software.

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations ("Export Laws"). By downloading or installing the Software You (a) are certifying that You are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria or any country to which the United States embargoes goods (b) are certifying that You are not otherwise prohibited from receiving the Software and (c) You agree to comply with the Export Laws.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of EDT. Updates may be licensed to You by EDT with additional or different terms. This is the entire agreement between EDT and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. The failure of either party to enforce any right or take any action in the event of a breach hereunder shall constitute a waiver unless expressly acknowledged and set forth in writing by the party alleged to have provided such waiver.

If You are a business or organization, You agree that upon request from EDT or its authorized agent, You will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with Your valid licenses from EDT of its authorized agent.

Without prejudice to any other rights, EDT may terminate this Agreement immediately upon notice if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software and all of its component parts.

PROPRIETARY RIGHTS

Copyright. All title and copyrights in and to the Software (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying media and printed materials, and any copies of the Software are owned by EDT or its suppliers. The Software is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material, subject to the provisions of this Agreement.

Submissions. Should you decide to transmit to EDT's website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant EDT and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

Trademarks. EDT and its Logo are registered trademarks of ElDeTec Inc. You shall not remove or conceal any trademark or proprietary notice of EDT from the Software including any back-up copy.

GOVERNING LAW

This Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of laws principles. Any disputes between the parties to the Agreement shall be brought in the state courts in Gregg County, Texas or the federal courts located in the District of Texas. The United Nations Convention on Contracts for the International Sale of Goods, shall not apply to this Agreement.

EDT LIMITED WARRANTY

EDT warrants that: (a) the Software will perform substantially in accordance with the published specifications for a period of ninety (90) days from the date of receipt, (all beta software is exempt from any warranty) and (b) that any hardware accompanying the Software will be subject to its own limited warranty as stated in its accompanying written material. EDT shall, at its option, repair or replace or refund the license fee for any Software found defective by EDT if notified by you within the warranty period. The foregoing remedy shall be your exclusive remedy for any claim or loss arising from the Software.

EDT shall not be liable to honor warranty terms if the product has been used in any application other than that for which it was intended, or if it as been subjected to misuse, accidental damage, modification, or improper installation procedures. Furthermore, this warranty does not cover any product that has had the serial number or license code altered, defaced, improperly obtained, or removed.

Notwithstanding any agreement to maintain or correct errors or defects EDT, shall have no obligation to service or correct any error or defect that is not reproducible by EDT or is deemed in EDT's reasonable discretion to have resulted from (1) accident; unusual stress; neglect; misuse; failure of electric power, operation of the Software with other media not meeting or not maintained in accordance with the manufacturer's specifications; or causes other than ordinary use; (2) improper installation by anyone other than EDT or its authorized agents of the Software that deviates from any operating procedures established by EDT in the material and files provided to You by EDT or its authorized agent; (3) use of the Software on unauthorized hardware; or (4) modification of, alteration of, or additions to the Software undertaken by persons other than EDT or EDT's authorized agents.

ANY LIABILITY OF EDT FOR A DEFECTIVE COPY OF THE SOFTWARE WILL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF YOUR COPY OF THE SOFTWARE WITH ANOTHER COPY OR REFUND OF THE INITIAL LICENSE FEE EDT RECEIVED FROM YOU FOR THE DEFECTIVE COPY OF THE PRODUCT. THIS WARRANTY SHALL BE THE SOLE AND EXCLUSIVE REMEDY TO YOU. IN NO EVENT SHALL EDT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND (PROPERTY OR ECONOMIC DAMAGES INCLUSIVE), EVEN IF A EDT REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF ANY CLAIM BY ANY THIRD PARTY. EDT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES, NOR AUTHORIZES ANY OTHER PARTY TO OFFER ANY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY FOR THIS PRODUCT. THIS WARRANTY STATEMENT SUPERSEDES ALL PREVIOUS WARRANTIES.

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