TransiCast Software License Agreement

PLEASE READ CAREFULLY: The TransiCast software is licensed to you only upon the condition that you accept all of the terms contained in this Software LICENSE Agreement.
By selecting the "I accept" button below this Agreement OR by copying, installing, uploading, accessing or using all or any portion of the software you agree to be legally bound by this Agreement.
If You do not agree or do not wish to bind yourself or the entity you represent: (a) do not copy, install, upload, access or use the Software; and (B) select the "I decline" button below this Agreement (which will prevent access to the software).

You understand the limitations of wireless communications and location systems such as base station triangulation and Global Positioning System (GPS) and their impacts on application performance in areas with marginal wireless coverage or capacity.

You understand and agree that individual versions of TransiCast may be subject to mandatory version updates.

1. DEFINITIONS
1.1 "Access" means to use or benefit from using the functionality of the Software.
1.2 "Computer" means a single electronic device with one or more central processing units (CPUs) that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions.
1.3 "Install" means to place a copy of Software onto a hard disk or other storage medium through any means (including, but not limited to, use of an installation utility application).
1.4 "Software" means the computer program in which this Agreement is embedded or that is delivered prepackaged with this Agreement. If programs are delivered to You as part of a bundled package, suite or series, the term Software shall include all programs delivered to You as part of that bundled package, suite or series and described in the User Documentation.
1.5 "User Documentation" means the explanatory printed or electronic materials that TransiCast incorporates in or delivers in or on a package with the Software or sends to You on an invoice, via email, facsimile or otherwise after You acquire or Install the Software, including, but not limited to, license specifications, activation code, license files, instructions on how to use the Software, and/or technical specifications.
1.6 "You" means you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself or the company or other legal entity for whom you acquire the Software.

2. SOFTWARE LICENSE
2.1 License Grant. You are granted a non-sublicensable, non-exclusive, non-transferable, limited license to install and use the machine-readable bytecode of the Software in accordance with the applicable User Documentation and this Agreement. You are not permitted to reproduce and distribute copies of the Software. You may Install the Software on one or more Computers in one or more locations. You may make backup copies of the Software.
2.2 No Support. You acknowledge and agree that installation, distribution or use of TransiCast does not imply any obligation to provide maintenance, support, or upgrades for the Software. You acknowledge that TransiCast may be upgraded over time to include additional functionality. No warrants or ensure that the version of the Software You acquire will be compatible with any future major or minor release, version or update of the Software are given.
2.3 Software Components. The Software is licensed to You as a single product, and its components may not be separated for any purpose.

3. PROHIBITED ACTIONS AND USE
You are not permitted to any of the following actions or use of the Software, and You acknowledge and agree that You will not take any such actions or use the Software in the following cases:
3.1 Use.
(i) You will not Install, access, or otherwise copy or use the Software and the User Documentation except as expressly authorized by this Agreement.
(ii) You are not permitted to use the Software for dispatch, fleet management, business asset tracking, service delivery, supervision, data acquisition or similar enterprise or government agency applications.
3.2 Reverse Engineering. You will not (and You will not permit any third party to) reverse engineer, decompile, or disassemble the Software or otherwise attempt to discover the source code of the Software.
3.3 Transfers. You will not rent, loan, lease, sell as a standalone product or sublicense all or any portion of the Software or User Documentation or any rights granted in this Agreement to any other person or entity.
3.4 Notices. You will not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.
3.5 Modifications. You will not modify, translate, adapt, arrange, or create derivative works based on the Software or User Documentation for any purpose.
3.6 Export. You will not export the Software or User Documentation in violation of this Agreement, U.S. or other applicable export control laws.

4. ALL RIGHTS RESERVED
Except as expressly provided otherwise in this Agreement, title, ownership, and all rights and interest, including, without limitation, patents, copyrights, trademarks, trade secrets, and other intellectual property rights in and to the Software and User Documentation and any authorized copies made by You remain with TransiCast and its licensors. The structure, organization and code of the Software and User Documentation are the valuable trade secrets of TransiCast and its licensors, and You shall keep such trade secrets confidential. The Software and User Documentation are licensed, not sold.

5. NO WARRANTY; DISCLAIMER
TransiCast AND ITS LICENSORS MAKE AND YOU RECEIVE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE SOFTWARE AND THE USER DOCUMENTATION, AND YOU AGREE THAT YOU ACCEPT THE SOFTWARE AS IS. ANY STATEMENTS OR REPRESENTATIONS ABOUT the Software and its functionality in the User Documentation or ANY COMMUNICATION WITH YOU constitute technical information and not an express warranty or guarantee. in addition, TransiCast AND ITS LICENSORS SPECIFICALLY DISCLAIM all OTHER WARRANTies INCLUDING, without limitation, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE and non-infringement. Without limiting the foregoing, NO WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE is given.

6. LIMITATION OF LIABILITY
IN NO EVENT SHALL TransiCast or its licensors HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR USER DOCUMENTATAION, INCLUDING DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, WAGES, REVENUE OR DATA, BUSINESS INTERRUPTION OR COST OF COVER. THE LIMITATIONS OF LIABILITY IN THIS SECTION 6 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF TransiCast HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE hereunder FAIL OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THE NO CHARGE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.

7. U.S. GOVERNMENT RESTRICTED RIGHTS
All Software and Documentation provided to the U.S. Government are provided with the same commercial license rights and restrictions described elsewhere herein.

8. GENERAL
8.1 No Assignment; Insolvency. This Agreement and any rights hereunder are non-assignable by You and any purported assignment by You shall be void. The Agreement and the licenses granted hereunder shall terminate without further notice or action by TransiCast if You become bankrupt or insolvent, make an arrangement with Your creditors or go into liquidation.
8.2 Choice of Law. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by the laws of the State of California, U.S.A, without reference to conflict-of-laws principles and excluding the UN Convention on Contracts for the International Sale of Goods.
8.3 Entire Agreement. This Agreement and the applicable User Documentation constitute the entire agreement between us and supersede any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and User Documentation. Any modifications to this Agreement shall be invalid, unless made in a duly signed writing and signed by a duly authorized representative of TransiCast.
8.4 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction.
8.5 No Waiver. No term or provision hereof will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute a consent to, waiver of or excuse of any other, different or subsequent breach.
8.6 Language. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations.
8.7 Construction. Ambiguities in this Agreement will not be construed against the drafter.
8.8 Canadian License. If You acquired the license for this Software in Canada, You agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur dsir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rdigs en langue anglaise.



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