IMPORTANT: BY INSTALLING OR OTHERWISE USING THE CONTENTS OF THE DYNAMIC INVENTORY SOFTWARE PACKAGE (INCLUDING ANY METHOD BY WHICH THIS SOFTWARE HAS BEEN DELIVERED), YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“EULA”). THESE ARE THE ONLY TERMS UPON WHICH DYNAMIC INVENTORY PRODUCTS AND SERVICES WILL BE LICENSED. IF YOU DO NOT AGREE TO THE TERMS OF THE EULA, DO NOT INSTALL OR USE THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS EULA SHALL APPLY TO ALL PRODUCTS CONTAINED IN THE PACKAGE, REGARDLESS OF WHEN ACCESS TO THEM IS OBTAINED. NON-U.S.A. END-USERS: THIS LICENSE IS CONTINGENT UPON PAYMENT AND ACTUAL RECEIPT BY DYNAMIC INVENTORY HOME OFFICE OF THE APPLICABLE LICENSE FEES.
The physical materials and intellectual properties of Dynamic Inventory are copyrighted. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties, protect the Copyrighted Materials. Unauthorized reproduction, appropriation of or access to the Copyrighted Materials is expressly prohibited.
1. GRANT OF LICENSE. The EULA is effective from the time your agency purchases the software and continues until rights are terminated by you or the company. This transaction is called a “license” and you are a “licensee” of Dynamic Inventory. The Copyrighted Materials and any ancillary services are licensed as a single unit. The component parts may not be separated for use, without express written permission to do so by Dynamic Inventory. When you use the Copyrighted Materials or any ancillary Services provided by Dynamic Inventory (collectively the “Product”) you are subject to the copyrights and you must not violate the terms of this EULA. Your license is nontransferable and nonexclusive. You are allowed to use the Product to manage your internal business operations only. You are not allowed to (i) use the Product or to let the Product be used for operations other than your own; (ii) provide computer time-sharing or service bureau services for third parties or to process data for third parties; and/or (iii) let the Product be used by persons outside your operations or by those that do not have a valid EULA. You are not allowed to transfer, assign, sell, license, lease, loan or rent the Product in any form, to any other persons or businesses without the prior written consent of Dynamic Inventory. Without prejudice to Dynamic Inventory’s other rights, this EULA will automatically terminate if you fail to abide by the terms and conditions herein.
2. SCOPE OF LICENSE. Each user of this Software must have a license to use the Software. Only the named Agency on the Agreement is granted a license to use the Software. The actual number of licenses may be independently verified by Dynamic Inventory’s license records. Any supplemental software provided by Dynamic Inventory shall be considered part of the Product and subject to the terms of this EULA.
3. SUPPORT. Dynamic Inventory will provide support and maintenance (“Support Services”) upon payment of the annual support fee, highlighted in the original purchase contract. Any Support Services outside of the contracted parameters will be performed at an hourly rate, agreed at the time of service. The result of any Support Services provided by Dynamic Inventory shall remain the property of Dynamic Inventory, and shall be subject to the terms and conditions of this License.
4. RESTRICTIONS. End User is not allowed to make unauthorized copies of the Copyrighted Materials. In no case, or exception, are you allowed to take any steps to reverse assembly (disassembly) or attempt reverse compilation (recompilation), to “reverse engineer” the program so as to reveal the source code or underlying logic of the program. Except in the case of a software program for which a source code is provided, you are not allowed to modify a program in any manner for any purpose. Dynamic Inventory does not make any warranties concerning any modifications you make and will not provide support for such modifications. You are not allowed to convert the Product into another programming language, or to translate the manuals, guides or other documentation into any other language, or to develop or create any other product based on or derived from the Product and/or the Copyrighted Materials, without the express permission of Dynamic Inventory. In such a case, Dynamic Inventory reserves any and all rights in and title to such derivative products.
5. LIMITED WARRANTY. Dynamic Inventory warrants that the software will be free from physical defects in materials for a period of 365 calendar days from the date on which the Product is delivered to you. This warranty is limited to the original licensee who acquired the Product and is NOT transferable OR available to any other agency or party. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, THE PRODUCT IS PROVIDED “AS IS” AND DYNAMIC INVENTORY MAKES NO AND YOU RECEIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH YOU. DYNAMIC INVENTORY DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THIS LIMITED WARRANTY IS VOIDED IF PRODUCTS HAVE BEEN DAMAGED AS A RESULT OF ACCIDENT, MISUSE, ABUSE OR BY SERVICE/MODIFICATION BY ANYONE OTHER THAN DYNAMIC INVENTORY.
6. LIMITED LIABILITY. IN NO EVENT SHALL DYNAMIC INVENTORY OR ITS SUPPLIERS BE LIABLE IN ANY WAY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY NATURE (INCLUDING WITHOUT LIMITATION, LOST PROFITS, LIABILITY OR INJURY TO THIRD PERSONS, LOSS OF DATA, LOSS OF COVER, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER DYNAMIC INVENTORY OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE) ARISING AS A RESULT OF LICENSEE’S USE OR INABILITY TO USE A PRODUCT. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THE ALLOCATION OF RISKS BETWEEN US.
7. DISCLAIMER. THE PRODUCTS, LIKE OTHER FINANCIAL AND/OR TECHNICAL SOFTWARE, ARE TOOLS INTENDED TO BE USED BY EXPERIENCED PROFESSIONALS ONLY. THE PRODUCT SHOULD NOT BE USED AS A SUBSTITUTE FOR YOUR JUDGMENT. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE PRODUCT, THE PRODUCT HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. THE PROGRAM IS NOT FAULT-TOLERANT AND DYNAMIC INVENTORY SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH THE USE OR MISUSE OF THE PRODUCT. PERSONS USING THE PRODUCT ARE RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF THE PRODUCT. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE PRODUCT AND THE SELECTION OF THE PRODUCT AND OTHER PROGRAMS TO ACHIEVE THE INTENDED RESULTS.
8. REMEDIES. During the warranty period, or subsequent contracted support agreements, DYNAMIC INVENTORY will replace or repair any defective Product at no additional charge. All replaced products become the property of DYNAMIC INVENTORY. Licensee must provide proof of the date when the Product was obtained when requesting any warranty work. Licensee may request further information on how to obtain warranty service by contacting DYNAMIC INVENTORY. Replacement or reconfiguration of a Product, as provided in this warranty is the licensee’s sole and exclusive remedy for any defect in the Product. Any replacement Product will be warranted for the remainder of the original warranty period.
9. CONFIDENTIALITY. All Copyrighted Materials provided to you are considered restricted and proprietary in nature and confidential to DYNAMIC INVENTORY. You agree to keep such materials in confidence and not to disclose such materials to any third party, or make any commercial use thereof, without the express permission of DYNAMIC INVENTORY.
10. UPGRADES. If the Copyrighted Materials are being licensed to you as an upgrade to Copyrighted Materials previously licensed to you, DYNAMIC INVENTORY will delete all previously licensed materials within 60 days of the purchase of the license to use the upgrade. All care and consideration will be taken to ensure that existing data is safeguarded during any upgrades or software system replacements or upgrades; however, DYNAMIC INVENTORY cannot guarantee the security or outright safeguard of data during a system swap, upgrade or change over.
11. PROPRIETARY RIGHTS NOTICES. You must not obscure, alter, cover, deface or remove any copyright, trademark, patent, trade secret, or other legal notice contained in the Copyrighted Materials.
12. GOVERNMENT END-USERS U.S. GOVERNMENT. The Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at CFR 52.227-19, and in similar clauses in the NASA FAR Supplement or other applicable clauses (as the same may be amended from time to time).
13. ALL OTHER GOVERNMENTS. The Product is licensed to government users with RESTRICTED RIGHTS. Use, duplication, or disclosure by any government user shall be subject to any applicable laws and regulations (as the same may be promulgated and/or amended from time to time) that restrict such government’s rights with regard to acquiring any property rights, title, interest or claim in or to the Copyrighted Materials.
14. GEOGRAPHIC LIMITS, EXPORT CONTROLS END-USERS IN THE UNITED STATES AND CANADA. This Product is licensed for use in the United States of America and Canada only. Export of the Product is subject to laws, regulations, orders, or other restrictions applicable to the export of Products from the United States that may be imposed by the Government of the United States or its agencies. If the Product has been rightfully obtained by you outside of the United States, you agree that you will not re-export the Product nor any other technical data (or any direct product thereof), except as permitted by the laws and regulations of the United States and the laws and regulation of the jurisdiction in which you obtained the Product.
15. ALL OTHER END-USERS. This Product is licensed only for use in the country where this Product was originally shipped to you or originally installed. Export of the Product is subject to laws, regulations, orders, or other restrictions applicable to the export of Products from the United States that may be imposed by the Government of the United States or its agencies. If the Product has been rightfully obtained by you outside of the United States, you agree that you will not re-export the Product nor any other technical data received from Dynamic Inventory (or any direct product thereof), except as permitted by the laws and regulations of the United States and the laws and regulation of the jurisdiction in which you obtained the Product.
16. DISPUTE RESOLUTION. The parties agree that instead of litigation in a court, any dispute, controversy, or claim arising out of or relating to the sale or servicing of the Product, or to any other document or agreement between or among the parties relating to the sale or servicing of the Product, if any, shall be settled by binding arbitration. Such arbitration shall be conducted in Brazoria County with the American Arbitration Association and each party will pay its own costs, and any filing fees shall be split evenly between parties. Any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
17. GENERAL. Nobody other than DYNAMIC INVENTORY is authorized to make any further warranties or representations concerning the Copyrighted Materials or modify, vary, add, or delete any the warranties and representations contained in this EULA. If DYNAMIC INVENTORY has reasonable grounds to believe that this EULA has been breached, you agree to permit DYNAMIC INVENTORY to conduct such audit as may be advised by its professional advisors. In the event such audit determines that you have breached this EULA, you agree to pay (a) all of Dynamic Inventory’s expenses and costs associated with such audit and (b) the appropriate license fees plus the applicable administration costs, expenses and other remedies provided under applicable law. The UN Convention on Contracts for the Sale of Goods shall not govern this EULA; rather this EULA shall be governed and construed by the laws of the State of Texas. This EULA is the entire agreement between the parties, and supersedes any other communications or advertising with respect to the Copyrighted Materials.