Software License Agreement

Stoneridge Software License Agreement for Purchased Software v. 1

This Software License Agreement (“license”) governs use of code sold on this web site for a fee. To purchase this code, you must accept this license, and all of the terms herein. If you do not accept the license, do not purchase the software.  By purchasing the Software, the parties agree to this license and the date of purchase becomes the effective date.

For purposes of the agreement, “Licensee” refers to the party purchasing the software and “Stoneridge” refers to Stoneridge Software Inc.

The parties hereby agree:

ARTICLE I OWNERSHIP

Licensee is desiring to purchase from Stoneridge the Software purchased from this site for use in their environment.

Licensee acknowledges that this is only a limited nonexclusive license. Stoneridge is and remains the owner of all titles, rights, and interests in the Software. All copyright rights remain property of Stoneridge.

ARTICLE II INSTALLATION PRIVILEGES

This License permits Licensee to install the Software on more than one computer system and use the software version provided perpetually. This license permits usage by only the Licensee defined in the agreement and cannot be transferred to another entity.  Licensee may make copies of the Software for backup purposes only.

ARTICLE III LIMITED WARRANTY

This Software is subject to a limited warranty. Stoneridge warrants to Licensee that the physical medium on which this Software is distributed is free from defects in materials and workmanship under normal use, the Software will perform according to its printed documentation, and to the best of Stoneridge’s knowledge Licensee’s use of this Software according to the printed documentation is not an infringement of any third party’s intellectual property rights. This limited warranty lasts for a period of 30 days after delivery.

To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND STONERIDGE DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE.

No agent of Stoneridge is authorized to make any other warranties or to modify this limited warranty. Any action for breach of this limited warranty must be commenced within one year of the expiration of the warranty. Because some jurisdictions do not allow any limit on the length of an implied warranty, the above limitation may not apply to this Licensee. If the law does not allow disclaimer of implied warranties, then any implied warranty is limited to 30 days after delivery of the Software to Licensee. Licensee has specific legal rights pursuant to this warranty and, depending on Licensee’s jurisdiction, may have additional rights.

ARTICLE IV REMEDIES

In case of a breach of the Limited Warranty, Licensee’s exclusive remedy is as follows: Licensee will return all copies of the Software to Stoneridge.  At Stoneridge’s option, Stoneridge will either send Licensee a replacement copy of the Software, at Stoneridge’s expense, or issue a full refund.

Notwithstanding the foregoing, STONERIDGE IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S USE OF THIS SOFTWARE.

ARTICLE V INDEMNIFICATION

Licensee agrees to defend and indemnify Stoneridge and hold Stoneridge harmless from all claims, losses, damages, claims, demand, suits, actions, and/or judgments, and all costs and expenses, including, but not limited to, reasonable attorneys’ fees connected with or resulting from Licensee’s use of this Software.

ARTICLE VI TERMINATION

Stoneridge has the right to terminate this License Agreement and Licensee’s right to use this Software upon any material breach by Licensee.

Licensee agrees to return to Stoneridge or to destroy all copies of the Software upon termination of the License.

ARTICLE VII ENTIRE AGREEMENT

This License Agreement is the entire and exclusive agreement between Stoneridge and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Stoneridge and Licensee regarding this Software.

ARTICLE VIII MISCELLANEOUS

Except as otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. No other person has any rights, interest, or claims hereunder or is entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

Licensee shall assign no rights or delegate any obligations hereunder without the prior written consent of Stoneridge.

This Agreement shall be governed by, interpreted, and enforced under the laws of Minnesota, without giving effect to its conflict of laws provisions. Any litigation between the parties shall be conducted exclusively in the state or federal courts in Hennepin County, Minnesota, and any arbitration or similar proceeding shall be conducted exclusively at a location within such county and state. Any mediation would also occur in Hennepin County, Minnesota.  Each party consents to the jurisdiction and venue of the courts described above.

The failure of a party to enforce a right under this Agreement shall not be construed as a waiver of that right. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom the waiver is charged.

No modification of this Agreement shall be valid.  The parties may agree to terminate this agreement and enter into a separate agreement if both parties agree.

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