ITW ALPINE® PROPRIETARY SOFTWARE
SOFTWARE PRODUCT: __________________________
IMPORTANT — READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and ITW Alpine (“Alpine”) for the proprietary software identified above, which includes computer software and may include associated media, printed materials, and online or electronic documentation (collectively, the “Product”). The Product also includes any updates and supplements to the original materials provided to you by Alpine. By installing, copying, downloading, accessing or otherwise using the Product, you agree to be bound by the terms of this EULA.
If you do not agree to the terms of this EULA, do not install or use the Product, and immediately return the Product to:
Alpine, an ITW Company
6451 N. Federal Highway, Suite 101
Fort Lauderdale, Florida 33308
ATTN: Rick Tilelli, Director of Software Engineering
1. Grant of License. This EULA grants you the following non-exclusive, non-transferable, limited rights:
a. You may install, display, and use one copy of the Product on a single computer, workstation, terminal, or related computer device. For the purpose of this provision, “use” shall mean to interact with the Product in a manner consistent solely with the features and functions available in the unaltered version of the Product.
b. The primary user of the computer or device on which the Product is used may make a single copy of the Product, which copy shall be used exclusively for backup or archival purposes.
c. If you intend to install the Product on a network server, you may do so only after you have acquired a license for each separate computer or device on which the Product is accessed or used. This EULA does not permit you to share the Product or use the Product concurrently on different computers or devices.
2. Limitations. The Product is delivered to you in executable code only. At no time shall you:
a. Reverse engineer, de-compile or disassemble the Product, in whole or in part, unless such activity is expressly permitted by law;
b. Rent, sub-license, lend, or enter into any time-sharing arrangement with any third party for the Product; or,
c. Alter the source code of the Software, or perform any action to the source code that affects the display, functionality, or output of the Product.
3. Transfer. As the initial licensee of the Product, you may make a one-time permanent transfer of this EULA and the Product directly to another end user. Such a transfer must include the entire Product, including but not limited to all component parts, media, printed materials, and this EULA. Indirect transfers or transfers by consignment are not permitted. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and the Product.
4. Termination. You may terminate this EULA by (i) ceasing your use of the Product, (ii) completely uninstalling the Product, and (iii) destroying all copies of the Product in your possession. Alpine may terminate this EULA if you fail to comply with the terms and conditions of this EULA. Alpine may also terminate this EULA in the event that it is necessary to do so in order to protect the rights of Alpine or any third party. In the event of termination, you must completely uninstall the Product and destroy all physical copies of the Product in your possession immediately. Notwithstanding the termination of this EULA, all right title and interest to the Collected Information (as defined below) shall continue to be the sole property of Alpine.
5. Information Collection and Use. Use of the Product enables Alpine to collect certain information about you, including non-personal identifiable information for purposes of improving our Product and services, providing services to you, Product support, and facilitating the provision of software updates or dynamically served content. We may also collect technical and related information that identifies your computer (including the Internet Protocol Address), operating system, software, and peripheral hardware, as well as information about your Product usage (including but not limited to successful installation and/or removal). We may also gather broad demographic information for aggregate use.
The Collected Information may be gathered periodically for purposes of improving our Products and services, troubleshooting defects, and otherwise enhancing your user experience. We may use the Collected Information to analyze trends, monitor or improve the use and satisfaction of the Product, and to customize, upgrade, or configure the layout and content of the Product. Your use of the Product is an acceptance of the practices described in this EULA.
This and all other data provided to Alpine and/or collected by Alpine in connection with your installation and use of the Product is used, stored, and transmitted in accordance with Alpine’s Privacy Policy located at www.alpineitw.com. To the extent that anything in this section conflicts or is inconsistent with the terms of Alpine’s Privacy Policy, the terms of the Privacy Policy shall prevail.
Alpine knows that you care how information is collected, used, and shared, and we appreciate your trust that we will do so carefully and sensibly. Information about your usage of the Product is an important part of our business, and Alpine would never sell your information to anyone, nor would Alpine ever use spyware or install spyware on your computer, workstation, terminal, or other computer device. Alpine and agents acting on our behalf do not share information that personally identifies you without your consent, except in rare instances where disclosure is required by law or to enforce Alpine’s legal rights.
IF YOU DO NOT WANT ALPINE TO COLLECT, USE, STORE, TRANSMIT, OR DISPLAY THE DATA DESCRIBED IN THIS SECTION, PLEASE DO NOT INSTALL OR USE THE PRODUCT.
6. Ownership. The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All rights in and to the Product including, but not limited to, all copyrights, trademarks, patent rights, and trade secrets, belong to Alpine or its licensors. You agree to take such further action, and to obtain or sign such further agreements or acknowledgements, as Alpine may reasonably request to give effect to this paragraph.
7. Limited Warranty. Alpine does not warrant that the Product will meet your requirements or that the operation of the Product will be uninterrupted or error-free. Alpine does warrant that the media on which the Product is furnished will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery (“Warranty Period”). This Limited Warranty is void if failure of the media on which the Product is furnished has resulted from accident, abuse, or misapplication.
The exclusive remedy available under this Limited Warranty is the replacement of any defective physical media on which the Product is furnished. To receive a replacement for defective media under this Limited Warranty, return the defective media to Alpine during the Warranty Period, with proof of payment (if any) and an accompanying statement with your contact information.
EXCEPT AS PROVIDED ABOVE, THE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND OUTPUT OF THE PRODUCT.
8. Limitation of Liability. ALPINE’S SOLE OBLIGATION OR LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS EULA SHALL BE THE REPLACEMENT OF THE DEFECTIVE MEDIA ON WHICH THE PRODUCT IS FURNISHED ACCORDING TO THE LIMITED WARRANTY ABOVE.
to the maximum extent permitted by law, IN NO EVENT SHALL ALPINE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA OR INFORMATION, LOSS OF PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF, OR THE INABILITY TO USE, THE PRODUCT EVEN IF ALPINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT OR NEGLIGENCE. In any case, ALPINE’s entire liability under any provision of this EULA shall be limited to the greater of the amount actually paid by you for the PRODUCT or U.S.D. $5.00.
9. Indemnification. You agree to hold Alpine harmless for, and to indemnify Alpine fully against, any and all claims, losses, costs or fees (including reasonable attorneys’ fees) incurred by Alpine that arise from your use or misuse, whether authorized or unauthorized, of the Product.
10. License Fee and Taxes. Your use of the Product, and all licenses conveyed to you under this EULA, are contingent upon your payment of the appropriate licensing fee to Alpine. In the event that no licensing fee is required, your use of the Product, and all licenses conveyed to you under this EULA, are contingent upon your continued observance of, and compliance with, the terms and conditions of this EULA. In any event, you shall be responsible for the payment of all taxes in connection with this EULA, except for taxes based upon Alpine’s net income.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. All Product(s) provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is/are provided with the commercial rights and restrictions described elsewhere herein. All Product(s) provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is/are provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
12. Miscellaneous.
a. Limitations on Export. You shall not export or re-export the Product in violation of any export provisions of the United States or any other applicable jurisdiction. You specifically agree not to export or re-export the Product (i) to any country to which the United States has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Product back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Product in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the United States government.
b. No Assignment. Any act or attempt by you to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void unless expressly permitted by this EULA.
c. Governing Law; Venue. This EULA shall be governed by and interpreted under the laws of the State of Illinois, United States of America, without regard to its conflicts of law provisions. Licensor and Licensee agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this License Agreement. For all claims arising under this EULA, you irrevocably submit and consent to the exclusive jurisdiction and venue of the Illinois State Courts and the Federal Courts in and for the Northern District of Illinois. You waive all rights to trial by jury in any action or proceeding instituted in connection with this EULA.
d. Amendment. This EULA may only be modified or amended in writing by Alpine or its designated representative.
e. Survival. All provisions of this EULA relating to disclaimers of warranties, limitation of liability, remedies, damages, or Alpine’s proprietary rights shall survive termination of this EULA.
f. Cooperation. You agree to take all such actions and execute all such documents that may be necessary or desirable to carry out the purposes of this EULA, whether or not specifically provided for in this EULA. You further agree to promptly install all updates, patches or similar remedial measures to the Product as may be requested by Alpine from time-to-time. Failure to do so shall be considered a material default by you, and shall entitle Alpine to immediately terminate this EULA.
g. Injunctive Relief. You acknowledge and agree that ALPINE would be irreparably damaged if any of the provisions of this EULA were not performed according to their specific terms or were otherwise breached. Accordingly, you agree that ALPINE shall be entitled to an injunction to prevent actual or anticipated breaches of the provisions of this EULA, without the requirement of posting bond, and to specifically enforce this EULA and the terms and conditions of this EULA, in addition to all other remedies available at law and equity.
h. Remedies Cumulative. The remedies contained in this EULA are cumulative and do not preclude the existence of any other remedies whether specifically provided for in this EULA or which are provided for by law or equity in the event of a breach of this EULA.
i. Attorneys’ Fees. In the event of litigation to enforce the provisions of this EULA, the prevailing party shall be entitled to reimbursement for reasonable attorneys’ fees and costs at trial and on appeal.
j. Limitations. No action, regardless of form, arising out of this EULA shall be brought by either party more than two (2) years after the cause of action has arisen.
k. Notice. You agree that any notice or other type of communication provided to you pursuant to the terms of this EULA may be sent by traceable, certified mail, to the following address:
Alpine, an ITW Company
6451 N. Federal Highway, Suite 101
Fort Lauderdale, Florida 33308
ATTN: Rick Tilelli, Director of Software Engineering
l. Merger. This EULA constitutes the entire understanding between you and Alpine with respect to the Product. It completely supersedes any and all prior understandings or agreements related to your use of the Product.