NON-COMMERCIAL & education LICENSE AGREEMENT
This agreement is between the individual below (User) and AMV Consulting, LLC, a
Nevada limited liability company (AMV). The AMV source code library software, and all
modifications, enhancements, technical documentation provided by AMV as part of the
Software (Software) are licensed and are not sold. By receiving or using this
Software, User indicates its acceptance of the terms of this agreement.
TRIAL LICENSE.
Subject to the terms of this agreement, AMV grants User a terminable, non-exclusive,
and non-transferable license to use the Software, solely for non-commercial,
evaluation or educational purposes.
DISCLAIMER.
AMV DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, MADE WITH RESPECT TO THE
SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE. THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT ANY
WARRANTY OF ANY KIND. AMV AND ITS LICENSORS DO NOT WARRANT THAT
ANY SOFTWARE IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION
OF ANY SOFTWARE WILL BE UNINTERRUPTED.
RESTRICTIONS ON USE.
User may not sell, rent, sublicense, display, modify, or otherwise transfer the Software
to any third party.
OWNERSHIP.
All right, title, and interest to the Software are owned by AMV and its licensors, and
are protected by United States and international intellectual property laws. User may
not remove or alter any copyright or proprietary notice from copies of the Software.
AMV reserves all rights not expressly granted to User.
TERMINATION.
The license in Section 1 terminates upon AMV’s notice of termination to User. Upon
termination of this agreement or a license for any reason, User must discontinue using
the Software, de-install, and destroy the Software and all copies within 5 days. Upon
AMV’s request, User will confirm in writing its compliance with this destruction or
return requirement.
LIABILITY LIMIT.
EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED
BY LAW, AMV IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS
OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST
PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT
KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR
LOSS.
TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW,
AMV'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT
EXCEED $100.
GOVERNING LAW AND FORUM.
This agreement is governed by the laws of the State of Nevada (without regard to
conflicts of law principles) for any dispute between the parties or relating in any way to
the subject matter of this agreement. Any suit or legal proceeding must be exclusively
brought in the federal or state courts for Washoe County, Nevada, and User submits to
this personal jurisdiction and venue. Nothing in this agreement prevents either party
from seeking injunctive relief in a court of competent jurisdiction. The prevailing party
in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
OTHER TERMS.
Entire Agreement and Changes. This agreement constitutes the entire
agreement between the parties and supersedes any prior or contemporaneous
negotiations or agreements, whether oral or written, related to this subject matter.
User is not relying on any representation concerning this subject matter, oral or
written, not included in this agreement. No representation, promise, or inducement
not included in this agreement is binding. No modification or waiver of any term of
this agreement is effective unless both parties sign it.
No Assignment. Neither party may assign or transfer this agreement to a third
party, nor delegate any duty, except that the agreement may be assigned, without
the consent of the other party, (i) as part of a merger or sale of all or substantially
all a party's businesses or assets, of User, and (ii) in the case of AMV at any time
to any third party.
Independent Contractors. The parties are independent contractors with respect
to each other, and neither party is an agent, employee, or partner of the other
party or the other party's affiliates.
Enforceability and Force Majeure. If any term of this agreement is invalid or
unenforceable, the other terms remain in effect. Neither party is liable for its non-
performance due to events beyond its reasonable control, including but not limited
to natural weather events and disasters, labor disruptions, and disruptions in the
supply of utilities.
Money Damages Insufficient. Any breach by a party of this agreement or
violation of the other party’s intellectual property rights could cause irreparable
injury or harm to the other party. The other party may seek a court order to stop
any breach or avoid any future breach of this agreement.
Survival of Terms. All provisions of this agreement regarding payment,
confidentiality, indemnification, limitations of liability, proprietary rights and such
other provisions that by fair implication require performance beyond the term of
this agreement must survive expiration or termination of this agreement until fully
performed or otherwise are inapplicable. The UN Convention on Contracts for the
International Sale of Goods does not apply.
Compliance Audit. No more than once in any 12-month period and upon at least
30 days’ advance notice, AMV (or its representative) may audit User’s usage of the
Software at any User facility. User will cooperate with such audit. User agrees to pay
within 30 days of written notification any fees applicable to User’s use of the
Software in excess of the license.
Export Compliance. The Software and Confidential Information may be subject to
export laws and regulations of the United States and other jurisdictions. Each party
represents that it is not named on any U.S. government denied-party list. Neither
party will permit its personnel or representatives to access any Software in a U.S.-
embargoed country or in violation of any applicable export law or regulation.
U.S. Government Restricted Rights. If User is a United States government
agency or acquired the license to the Software hereunder pursuant to a
government contract or with government funds, then as defined in FAR §2.101,
DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or otherwise, all
Software provided in connection with this agreement are “commercial items,”
“commercial computer software,” or “commercial computer software
documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use,
modification, reproduction, release, performance, display, disclosure, or
distribution by or for the United States government is governed solely by the
terms of this agreement and is prohibited except to the extent permitted by the
terms of this agreement.
Open Source Software Licenses. The Software may contain embedded open source
software components, which are provided as part of the Software and for
which additional terms may be included in the technical documentation.
Feedback. If User provides feedback or suggestions about the Software, then AMV
(and those it allows to use its technology) may use such information without
obligation to User.