Software License Agreement

By lawfully installing or using SBS CISCO, INC. D/B/A CUSTOM INSTRUMENTATION SERVICES CORPORATION’S (“CiSCO”) CeDAR and/or breez75x software, which includes CiSCO’s continuous emissions monitoring systems’ data acquisition handling software modules (“Software”), you. (“Licensee”) accept the terms and conditions of this Software License Agreement (“Agreement”). The parties mutually agree to the following:

CiSCO will provide a perpetual license to use the Software as well as one copy of the Software for proper consideration to be used solely by the site for which a license is provided. The Software has been installed and configured for the site, using standard configuring protocol, to allow for proper use. The licensed site may make one backup copy of the Software for its sole internal use, for potential disaster relief. Neither the site, nor the Licensee, nor any other party or entity may translate, reverse engineer, or attempt to reverse engineer, decompile, disassemble, create derivative works, discover or attempt to discover the source code, remove or attempt to remove, product identification data, copyright, trademarks or any other notice, nor may they market, license, sublicense, sell, distribute, or make available to any other site, party or entity any right(s), intellectual or otherwise, or trademark or trade name claim in the Software or its source code. Further, it is agreed that neither the Software nor the configuration of the Software is a “work made for hire” or “specially paid for” by Licensee.

Updates to the Software or any of its add on modules are free for one (1) year from the Software installation date. CiSCO warrants that for a period of five (5) years following installation, Software will substantially conform to published specifications and documentation, provided it is used on the computer hardware for which it was designed, configured and installed.  If a defect is discovered which prevents the Software from performing any of its essential functions, CiSCO will make every commercially reasonable effort to cure the defect within three (3) business days. If CiSCO is unable to correct such software defect, CiSCO will refund the license fee. This is the sole remedy for any breach of warranty.

Except as provided above, CiSCO makes no express or implied warranty or representation with respect to its software or documentation including quality, merchantability, performance, or fitness for a particular use. In no event will CiSCO be liable for direct, indirect, special, or incidental damages. CiSCO is not responsible for any other loss, damages or claims or costs, including consequential damages; or lost profits, savings, or damages resulting from business interruption, personal injury, or failure to meet any duty of care, or claims by a third party. In no case shall CiSCO’s liability exceed the amount of the license fee.

The warranty and remedies (above) are exclusive and are in lieu of all others, oral or written, express or implied. Neither Licensee nor CiSCO is authorized to make any modification or addition to the warranty, except by written addendum, signed by an authorized CiSCO officer.

If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms. This Agreement will be governed by and construed in accordance with substantive laws in force in Colorado.

 

This Agreement replaces any verbal, physical act or written document regarding its subject matter, except the license fee(s) and associated promise to tender payment and its payment terms, which are not in conflict with this document, and is the sole understanding of the parties. This Agreement may only be modified by written addendum, signed by authorized representatives of the parties.