END USER LICENSE AGREEMENT

PELICAN TECHNOLOGIES SPARROW

IMPORTANT--READ CAREFULLY BEFORE USING THIS SOFTWARE PRODUCT: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" AND "YOUR" INCLUDES A PERSON AND/OR AN INDIVIDUAL ENTITY) AND PELICAN TECHNOLOGIES, INC (“PELICAN”) WITH RESPECT TO THE PELICAN SPARROW PRODUCT (HEREINAFTER REFERRED TO AS "SOFTWARE PRODUCT" OR "SOFTWARE"). THE SOFTWARE PRODUCT IS DESIGNED TO GENERATE A LOG IDENTIFING THE TIME AND DATE A UNIQUE REGISTERED USER SCANS A UNIQUE ENCODED URL LOCATION OR ITEM MARKER AND ALLOW OTHER USERS TO GENERATE THOSE UNIQUE LOCATION OR ITEM MARKERS. THIS SOFTWARE INCLUDES COMPUTER SOFTWARE WITH OBJECT CODE COMPONENT PARTS, ALL OTHER COMPONENT PARTS, THE ASSOCIATED MEDIA, ANY PRINTED MATERIALS, ANY UPDATES, AND ANY "ONLINE" OR ELECTRONIC DOCUMENTATION, AS APPLICABLE IS COVERED BY THIS EULA. BY CLICKING ON THE ACCEPTANCE BUTTON OR SIGNING THIS PRINTED DOCUMENT AND/OR BY DOWNLOADING AND/OR INSTALLING AND/OR USING THE SOFTWARE PRODUCT, YOU INDICATE ACCEPTANCE OF THE EULA AND THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY SET OUT IN THE EULA. IF YOU ARE ACCEPTING THE EULA ON BEHALF OF A CORPORATE LICENSEE, YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU ARE NOT SO AUTHORIZED, NOR DEEMED IN LAW TO HAVE SUCH AUTHORITY, YOU ASSUME SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS EULA. YOU SHOULD THEREFORE READ THE LICENSE CAREFULLY BEFORE CLICKING ON THE “ACCEPT” BUTTON OR SIGNING BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THE SOFTWARE PRODUCT. YOU SHOULD ALSO DESTROY ANY UNLICENSED COPIES OF THE SOFTWARE PRODUCT, WHICH MIGHT BE IN YOUR POSSESSION.

  1. LICENSE

    1. License Grant.

      Subject to the payment of all applicable license fees within 15 days from the date You start using the software, and the terms and conditions of this Agreement, PELICAN hereby grants to You a personal, limited, non-sub licensable, non-exclusive, non-transferable license to use the Software Product and the accompanying Documentation for use only by You, Your employees and contractors and persons You are responsible for. Documentation shall include, but not be limited to, any printed materials, "online" or electronic data provided by or obtained from PELICAN with regard to this Software Product ("Documentation"). If the Software Product is licensed as a suite or bundle with more than one specified Software product, this EULA applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging that applies to any of such Software products individually.

    2. Installation and Use

      This Software Product is licensed for use by a single business organization.

    3. Restrictions on use of the Software

      Except as provided herein, use of software, hardware or services that bypass any Software Product license restrictions and/or permit non-licensed users to access or utilize the Software Product (e.g., "multiplexing," "pooling," or third party add on software or hardware) does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of named user inputs to the multiplexing or pooling software or hardware "front end").

  2. TERM

    This EULA is perpetual subject to payment of all applicable license fees within 15 days from the date You start using the software. This EULA will automatically terminate if payment of licensee fees is not made within the 15-day period. This EULA will terminate automatically if you fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to PELICAN. You may terminate it at any time by destroying the output of the Software Product and Documentation together with all copies in any form. When this agreement terminates, You must immediately cease using the Software Product and destroy all materials resultant from the use of the Software and Documentation.

  3. UPDATES

    PELICAN may, at its sole discretion, make bug fixes, updates and/or service packs available. PELICAN maintenance service, if applicable and offered, is available at an additional cost to You, as Licensee, under a separate written agreement.

    1. Ownership Rights.

      The Software Product and Documentation are copyrighted works of authorship and are protected by United States patent, copyright, data base and other intellectual property laws, and international treaty provisions. All right, title and interest in and to all copyrights, patents, trade secret rights, trademarks and other intellectual property rights in and to the Software Product (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software Product) and Documentation, are owned by PELICAN. You acknowledge that your possession, installation, or use of the Software does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Software Product and Documentation, and that You will not acquire any rights to the Software Product and Documentation except as expressly set forth in this EULA. You agree that all backup, archival, or any other type of copies of the Software Product and Documentation will contain the same proprietary notices that appear on and in the Software Product and Documentation.

    2. Submissions.

      Should You decide to submit any materials to PELICAN via electronic mail, through or to PELICAN website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to PELICAN and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.

  4. RESTRICTIONS

    You may not rent, lease, duplicate, sublicense, assign, pledge, loan, or resell the Software Product and Documentation. You may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software Product except as expressly permitted by the law of this agreement. You may only use the Software Product on hardware that is under Your exclusive control. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software Product, either directly or via a facility management, timesharing, service bureau or any other arrangement. You may not use the Software Product as part of a facility management, timesharing, or service bureau arrangement. If You transfer possession of any copy of the Software Product and/ or Documentation to another party, Your EULA is automatically terminated. All rights not expressly set forth hereunder are reserved by PELICAN. PELICAN reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this Agreement.

  5. WARRANTY DISCLAIMER

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PRODUCT (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND SOLE RESPONSIBILITY FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE PRODUCT. WITHOUT LIMITING THE FOREGOING PROVISIONS, PELICAN MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE PRODUCT WILL SATISFY YOUR SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PELICAN DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF LACK OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE SOFTWARE PRODUCT. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT. THE ENTIRE RISK OF THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT, IF ANY, REMAINS SOLELY WITH YOU (AND NOT THE LICENSOR NOR ANY RESELLER OF LICENSOR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  6. INDEMNIFICATION

    You agree to defend, indemnify and hold harmless PELICAN and its directors, officers, employees, affiliates, sublicensees, and agents from and against all actions, claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in the performance of this Agreement.

  7. LIMITATION OF LIABILITY

    UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL PELICAN BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, REMOTE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT LOSS OF DATA OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE, AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY PELICAN, AND EVEN IF PELICAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL PELICAN BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE PELICAN CHARGES FOR A LICENSE TO THE SOFTWARE PRODUCT. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  8. ENTIRE AGREEMENT

    This EULA expressly supersedes and completely replaces any and all prior End User License Agreements. PELICAN shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by anyone, with respect to the Software Product, including any authorized distributor or reseller or their respective agents, employees, or representatives, nor shall You be deemed a third-party beneficiary of any obligations of PELICAN to any such distributor or reseller.

  9. ATTORNEYS' FEES

    If any party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.

  10. SEVERABILITY

    If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.

  11. HIGH RISK ACTIVITIES

    The Software Product is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software Product could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). PELICAN expressly disclaims any express or implied warranty of fitness for High Risk Activities.

  12. CONFIDENTIALITY

    You agree that the Software Product, including, but not limited to, the object code components, and any Documentation provided to You is "Confidential Information" of PELICAN. You shall retain all Confidential Information in strict confidence at least with the same amount of diligence that You exercise in preserving the secrecy of Your most-valuable information, but in no event less than reasonable diligence.

  13. ASSIGNMENT

    This EULA is personal to you and you may not assign, transfer, sub-contract or otherwise part with this EULA or any right or obligation under it without PELICAN‘s prior consent.

  14. LAW & DISPUTES

    This EULA and all matters form it are governed by and construed in accordance with the laws of India whose courts shall have exclusive jurisdiction over all disputes arising in connection with this EULA

    If you have any questions about this EULA, write to us at support@technopelican.com
 
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