Download CMSGPS Shareware

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License Agreement:	COULTER MAPPING SOLUTIONS, INC. DEMONSTRATION SOFTWARE END-USER LICENSE AGREEMENT NAME OF PRODUCT: CMSGPS INTERFACE * IMPORTANT * READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PRODUCT IDENTIFIED ABOVE (THE "LICENSED PRODUCT"), THE INDIVIDUAL OR ENTITY DOING SO ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND LICENSEE MUST NOT INSTALL OR USE THE LICENSED PRODUCT. 1. Grant of License. Coulter Mapping Solutions, Inc. ("Licensor") grants Licensee a non-transferable and non-exclusive license to use the executable object code version of the Licensed Product and associated media and documentation and other printed materials, including any "online" or electronic documentation, and any modifications thereto in the United States of America, in accordance with the terms and conditions of this Agreement. Licensee may use the Licensed Product free of charge for evaluation purposes only for a period of thirty (30) days from the date Licensee downloads or receives the Licensed Product. The Licensed Product may not be used for any purpose other than evaluation, including without limitation, operation of Licensee's business, development of other applications for ongoing use, customization of client software for ongoing use, or providing services to others. Prior to using the Licensed Product, Licensee must register as Licensor's customer using the web page download procedure. Once registered, Licensee will be eligible to receive limited telephone installation assistance. This Agreement does not entitle Licensee to any other support. All rights not expressly granted in this Agreement are reserved by Licensor. Licensee may make as many copies of the Licensed Product as it needs for evaluation purposes, provided all copies contain all the notices regarding proprietary rights that were contained in the Licensed Product originally delivered by Licensor, and all copies are destroyed at the end of the evaluation period. 2. Term. This Agreement shall remain effective from the date of its acceptance by Licensee through the end of the thirty (30) day evaluation period described above. The foregoing notwithstanding, without prejudice to any other rights, Licensor may terminate this Agreement immediately and without further notice if Licensee breaches any of the terms and conditions set forth herein. Upon termination of this Agreement for any reason, Licensee shall destroy all copies of the Licensed Product. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor's proprietary rights shall survive termination. 3. Proprietary Rights and Other Limitations. All copyrights, patent, trade mark, tradename and trade secret rights and other rights to and in the Licensed Product (including, but not limited to any images, photographs, animations, video, audio, music, text and "applets") belong to Licensor or its suppliers and Licensor holds title to each copy of the Licensed Product. Licensee acknowledges such ownership and rights and will not take any action to jeopardize, limit or interfere in any manner with Licensor or its suppliers' ownership of or rights with respect to the Licensed Product. The Licensed Product contains object code only. Licensee shall have no right to the source code of the Licensed Product and shall not modify, translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Licensed Product, or adapt the Licensed Product in any way or for use to create a derivative work. Licensee shall not sell, rent, lease, assign, sublicense, encumber, use in a timesharing or service bureau arrangement or otherwise transfer or distribute the Licensed Product to others. Licensee shall not (i) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Licensed Product; (ii) modify any header files or class libraries in the Licensed Product; (iii) create or alter tables or reports relating to any database portion of the Licensed Product (except as necessary for operating the Licensed Product); (iv) publish any results of benchmark tests run on any Licensed Product to a third party without Licensor's prior written consent; or (v) use any database provided for use with the Licensed Product except in conjunction with the relevant Licensed Product. 4. Disclaimer of Warranty. THE LICENSED PRODUCT IS PROVIDED FREE OF CHARGE AND, THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT THE LICENSED PRODUCT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSE PRODUCT IS BORNE BY LICENSEE. SHOULD THE LICENSED PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE LICENSED PRODUCT HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE LICENSED PRODUCT SUFFICIENTLY MEET ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. NO USE OF THE LICENSED PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. 5. Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE FEES LICENSEE PAID FOR THIS LICENSE, IF ANY, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. LICENSOR IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE LICENSED PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. 6. U.S. Government Restricted Rights. The Licensed Product has been developed entirely at private expense, is regularly used for nongovernmental purposes and has been licensed to the public. The Licensed Product is a "commercial item" as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. 12.212 (Sept. 1995), or as "commercial computer software" as that term is defined in 48 C.F.R. 252.227-7014 (June 1995), or any equivalent agency regulation or contract clause, whichever is applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government agencies acquire only those rights to the Licensed Product as is expressly set forth herein. 7. Export Prohibited. THE LICENSED PRODUCT AND ANY UNDERLYING ENCRYPTION TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE LICENSED PRODUCT, LICENSEE AGREES TO THE FOREGOING AND WARRANTS THAT IT IS NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A "FOREIGN PERSON." 8. High Risk Activities. The Licensed Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, E911, direct life support machines, or weapons systems, in which the failure of the Licensed Product could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). ACCORDINGLY, LICENSOR AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. LICENSEE AGREES THAT LICENSOR AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF THE LICENSED PRODUCT IN SUCH APPLICATIONS. 9. Miscellaneous. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by a writing signed by both parties. (c) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Kentucky, U.S.A., excluding its conflict of law provisions. (d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Louisville, Kentucky, under the procedural rules of the American Arbitration Association, with the losing party paying all costs of arbitration. (e) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. (f) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (g) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (h) The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only. (i) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (j) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding such expiration or termination. (k) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the prior written consent of Licensor. (l) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (m) Neither party shall be in default or be liable for any interruption of service resulting directly or indirectly from any cause beyond its reasonable control. (n) The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way. (o) Licensor and its suppliers are direct and intended third party beneficiaries of this Agreement. (p) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.

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