Aimpoint Digital's End User License Agreement

Last Updated May 15, 2024

TABLE OF CONTENTS

  1. Definition
  2. License Terms
  3. Limitations
  4. Termination
  5. Governing Law, Integration, Modification
  6. Proprietary Rights
  7. Exclusion of Certain Damages
  8. Disclaimer of Warranty
  9. Indemnification
  10. Entire Agreement
  11. Severability
  12. Waiver
  13. Termination

Definition

This License Agreement (“Agreement”) is entered on date of software download (“Effective Date”), between Aimpoint Digital LP, a Florida limited partnership with offices at 6901 Professional Parkway East, Suite 104, Sarasota, Florida 34240 (“Provider”), and user of supplied software or application (“Customer”). Downloading or usage of software is considered acceptance of these terms and conditions.

Whereas, Aimpoint Digital LP has developed the software or web application with reference to these terms, which includes computer software and, as applicable, associated media, printed materials, and online or electronic documentation (the “Software” or “Software Application”), and which Aimpoint Digital is willing to license to you, subject to the terms and conditions provided below.

License Terms

Subject to the terms and conditions set forth herein and provided that you fulfill your obligations hereunder, Provider grants you a non-exclusive, non-transferable, limited license to use the Software for non-production purposes only. You may install, execute, employ, utilize, display, perform and use the Software Application for your own internal evaluation and not as a service bureau.

Limitations

You may NOT:
(i) use or copy the Software Application except as provided in this Agreement or as expressly permitted by applicable law notwithstanding this limitation;
(ii) rent or lease the Software Application to any third party;
(iii) assign this Agreement or transfer the Software Application without the express written consent of Aimpoint Digital;
(iv) modify, adapt, or translate the Software Application in whole or in part except as provided in this Agreement;
(v) reverse engineer, decompile, or disassemble the Software Application.

Termination

Provider may terminate your license to use the Software at any time without notice for any reason. Upon termination, you must immediately cease all use of the Software and destroy all copies of the Software in your possession or control.

Governing Law, Integration, Modification

The licensing entity for this Agreement is Aimpoint Digital, LP, a Florida limited partnership having an address for notice purposes of 6901 Professional Parkway East, Sarasota, FL, 34240. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts of New York.

This is the entire Agreement between us relating to the Software Application, and supersedes any prior purchase order, communications, advertising, or representations concerning the Software Application. No change or modification of this Agreement will be valid unless it is in writing and is signed by both the Provider and the Customer.

Proprietary Rights

All right, title, and interest (including, without limitation, all copyrights, trade secret rights, and patent rights, if any, throughout the world) in and to the Software Application, the accompanying media and printed materials, and any copies of the Software Application are owned by Aimpoint Digital or its licensors (copies of the Software Application are licensed, on a subscription basis, to you and not sold to you). The Software Application is protected by intellectual property and copyright laws and international treaty provisions.

Exclusion of Certain Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE APPLICATION, EVEN IF AIMPOINT DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS OR COMPANY’S INDEMNIFICATION OBLIGATIONS.

Disclaimer of Warranty

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE APPLICATION IS PROVIDED ON AN "AS IS’ AND "AS AVAILABLE" BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE APPLICATION IS AT YOUR SOLE RISK AND DISCRETION. AIMPOINT DIGITAL AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES REGARDING THE APPLICATION, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Indemnification

Provider, at its own expense, shall defend, indemnify and hold Customer and its directors, officers and employees harmless from all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) insofar as such Losses (or actions in respect thereof) are related to: (i) a claim that the Software Application infringes any patent, copyright, trade secret, database right, or other intellectual property or proprietary right of any third party; (ii) a claim that the Software Application breaches an open source or any other third party license agreement; or (iii) any injury or damage caused by the Software Application or by Provider to persons or property.

Entire Agreement

This Agreement constitutes the entire agreement between Customer and Provider regarding the use of the Software Application and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision, and Provider’s or Customer’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Termination

Either party may terminate this Agreement upon ten (10) days’ written notice to the other party. Either party may terminate this Agreement immediately upon notice to the other party, for such party’s material breach. Upon termination of the Agreement, Customer will return the Software Application to Provider or delete the Software Application from its systems, at Customer’s option.