End User License Agreement
IMPORTANT - This is an agreement (the "Agreement") between you, the end purchaser ("Licensee") and Hemisphere
GPS Inc. ("Hemisphere") which permits Licensee to use the Hemisphere software (the "Software") that accompanies this
Agreement. This Software may be licensed on a standalone basis or may be embedded in a Product. Please read and
ensure that you understand this Agreement before installing or using the Software Update or using a Product.
In this agreement any product that has Software embedded in it at the time of sale to the Licensee shall be referred to as a
"Product". As well, in this Agreement, the use of a Product shall be deemed to be use of the Software which is embedded
in the Product.
BY INSTALLING OR USING THE SOFTWARE UPDATE OR THE PRODUCT, LICENSEE THEREBY AGREES TO BE LEGALLY
BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, (I) DO NOT INSTALL OR USE
THE SOFTWARE, AND (II) IF YOU ARE INSTALLING AN UPDATE TO THE SOFTWARE, DO NOT INSTALL THE UPDATE AND
PROMPTLY DESTROY IT.
HEMISPHERE PROVIDES LIMITED WARRANTIES IN RELATION TO THE SOFTWARE. AS WELL, THOSE WHO USE THE
EMBEDDED SOFTWARE DO SO AT THEIR OWN RISK. YOU SHOULD UNDERSTAND THE IMPORTANCE OF THESE AND
OTHER LIMITATIONS SET OUT IN THIS AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE OR THE PRODUCT.
1. LICENSE. Hemisphere hereby grants to Licensee a non-transferable and non-exclusive license to use the Software
as embedded in a Product and all Updates (collectively the "Software"), solely in binary executable form.
2. RESTRICTIONS ON USE. Licensee agrees that Licensee and its employees will not directly or indirectly, in any
manner whatsoever:
a. install or use more copies of the Software than the number of copies that have been licensed;
b. use or install the Software in connection with any product other than the Product the Software was intended
to be used or installed on as set out in the documentation that accompanies the Software.
c. copy any of the Software or any written materials for any purpose except as part of Licensee's normal backup
processes;
d. modify or create derivative works based on the Software;
e. sub-license, rent, lease, loan or distribute the Software;
f. permit any third party to use the Software;
g. use or operate Product for the benefit of any third party in any type of service outsourcing, application service,
provider service or service bureau capacity;
h. reverse engineer, decompile or disassemble the Software or otherwise reduce it to a human perceivable form;
i. Assign this Agreement or sell or otherwise transfer the Software to any other party except as part of the sale
or transfer of the whole Product.
3. UPDATES. At Hemisphere's discretion Hemisphere may make Updates available to Licensee. An update
("Update") means any update to the Software that is made available to Licensee including error corrections,
enhancements and other modifications. Licensee may access, download and install Updates during the Warranty
Period only. All Updates that Licensee downloads, installs or uses shall be deemed to be Software and subject to this
Agreement. Hemisphere reserves the right to modify the Product without any obligation to notify, supply or install
any improvements or alterations to existing Software.
4. SUPPORT. Hemisphere may make available directly or through its authorized dealers telephone and email support
for the Software. Contact Hemisphere to find the authorized dealer near you. As well, Hemisphere may make
available user and technical documentation regarding the Software. Hemisphere reserves the right to reduce and
limit access to such support at any time.
5. BACKUPS AND RECOVERY. Licensee shall back-up all data used, created or stored by the Software on a regular
basis as necessary to enable proper recovery of the data and related systems and processes in the event of a
malfunction in the Software or any loss or corruption of data caused by the Software. Licensee shall assume all risks
of loss or damage for any failure to comply with the foregoing.
6. OWNERSHIP. Hemisphere and its suppliers own all rights, title and interest in and to the Software and related
materials, including all intellectual property rights. The Software is licensed to Licensee, not sold.
7. TRADEMARKS. "Hemisphere GPS", "Outback Guidance", "BEELINE", "Crescent", "Eclipse" and the associated logos
are trademarks of Hemisphere. Other trademarks are the property of their respective owners. Licensee may not use
any of these trademarks without the consent of their respective owners.
8. LIMITED WARRANTY. Hemisphere warrants solely to the Licensee, subject to the exclusions and procedures set
forth herein below, that for a period of one (1) year from the original date of purchase of the Product in which it is
embedded (the "Warranty Period"), the Software, under normal use and maintenance, will conform in all material
respects to the documentation provided with the Software and any media will be free of defects in materials and
workmanship. For any Update, Hemisphere warrants, for 90 days from performance or delivery, or for the balance of
the original Warranty Period, whichever is greater, that the Update, under normal use and maintenance, will
conform in all material respects to the documentation provided with the Update and any media will be free of
defects in materials and workmanship. Notwithstanding the foregoing, Hemisphere does not warrant that the
Software will meet Licensee's requirements or that its operation will be error free.
9. WARRANTY EXCLUSIONS. The warranty set forth in Section (8) will not apply to any deficiencies caused by (a)
the Product not being used as described in the documentation supplied to Licensee, (b) the Software having been
altered, modified or converted in any way by anyone other than Hemisphere approved by Hemisphere, (c) any
malfunction of Licensee's equipment or other software, or (d) damage occurring in transit or due to any accident,
abuse, misuse, improper installation, lightning (or other electrical discharge) or neglect other than that caused by
Hemisphere. Hemisphere GPS does not warrant or guarantee the precision or accuracy of positions obtained when
using the Software (whether standalone or embedded in a Product). The Product and the Software is not intended
and should not be used as the primary means of navigation or for use in safety of life applications. The potential
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