HomeMy WebLinkAboutCORRESPONDENCE - GENERAL CORRESPONDENCE - MV WEB NETWORK SOFTWARE AGREEMENT11/26/2002 14:38 FAX 919 870 4001 ITRON R 002
LICENSE AGREEMENT AND WARRANTY
Thin AGREEMENT is dated and effective as of November 22. ROOK by and between [iron, Inc.
(hereinafter called'ZTROY), a corporation of the State of Washington and
City of Fort Collins (hereinafter called the "LICENSEE").
In return for payment of a one-time fee for this software product,
MV-WER (hereinafter called "SOFTWARE'). LICENSEE receives from ITRON a license to use the
SOFTWARE subject to the following terms and conditions.
1. The SOFTWARE may be used on a single network WEB SERVER usl,-g one
SOFTWARE database.
2. The SOFTWARE may only be copied or duplicated for archive purposes, program
error verification, or to replace defective media. All copies must bear copyright
notices contained in the original copy.
S. The SOFTWARE may not be installed on a computer system that is nc t a part of the
LICENSEE Network (item 1 above) without written permission from ITRON,
4. LICENSEE agrees that it has licensed the SOFTWARE for the sole purpose of using
the SOFTWARE for its intended purpose, i.e., solely to read and deliver data.
LICENSEE acknowledges that it has been informed that ITRON has lveen licensed
by hardware manufacturers to use their confidential technical informstion to create
the SOFTWARE and that ITRON may sublicense the SOFTWARE orCv upon the
express limitation that any use of the SOFTWARE to '*verse engineer" any
hardware product supported by the SOFTWARE is expressly prohibited.
Consequently, LICENSEE agrees that it will not use the SOFTWARE. nor will it
permit others to use the SOFTWARE, to reverse engineer any hardware or software
product of either ITRON or of any hardware manufacturer with which the
SOFTWARE can be used.
6. LICENSEE agrees that ITRON may periodically provide LICENSEE with updated
and/or enhanced versions of the SOFTWARE. In such event, LICENSEE agrees to
be bound by the terms of this License Agreement with respect to any rich updated
and/or enhanced versions of the SOFTWARE.
:LItNSSI
of the iicanee does not transfer aqy right titleor interest in the 80FTWAB7� to the
E except ae epeafimlly net forth in the Luanne Agreementand LICENSEE is on notice
OFTWARE is a proprietary pmduet of ITRON and is protwated by United States copyright
law and international treaty_
11/25/2002 14:08 FAX 919 876 4001 ITRON 0000
LICENSE AGABRMENT AND WARRANTY - PAGE 2
Limited Warraaty
ITRON warrants that the SOFTWARE will execute its programming instructions for ;t period of one
year when properly installed on a properly configured personal computer for which it :s intended. In
the event that the SOFTWARE fails to execute its programming instructions, LICENSEE's exclusive
remedy shall be to obtain replacement diskettes from, ITRON. Should ITRON be unable to replace
the diskettes within a reasonable amount of time, LICENSEE's alternate exclusive ra medy shall be a
refund ofthe purchase price upon the return of the SOFTWARE and all copies. ITRON represents
and warrants that it has the legal right to grant a license for the use of the SOFTWAFIL to
LICENSEE in accordance with the terms of this License Agreement and Warranty, asd ITRON
agrees to hold LICENSEE harmless against any and all claims, liabilities, costa, oneness (including
attornep'a fees) and other damages arising out of or in any way ==acted with any suit or
proceeding which claims that the SOFTWARE furnished by ITRON hereunder infrin!;es any third
parWa patent, copyright, trademark or other intellectual property or proprietary right.; or with the
license or the use by LICENSEE of the SOFTWARE.
ITRON SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED. INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE i?,E1MIES
PROVIDED HEREIN ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES. IN NO
EVENT SHALT. ITRON BE LIABLE FOR ANY DIRECT, INDIRECT, OR SPECIAL
INCIDENTAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR
INABUITY TO USE THE SOFTWARE, EVEN IF ITRON OR AN AUTHORIZED
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ITRON WILL NOT BE LIABLE FOR ANY SUOIR CLAIM BY ANY OTHER PARTY. U any
provision of this agreement shall be held invalid, illegal or unenforceable, then the validity, legality
and:enforceability of the remaining provisions shall not be affected or impaired thereby.
LICkNSEE'shall not assign this AGREEMENT, or any part hereof, or any rights hereunder, without
the prior written consent of ITRON, and any attempted assignment in violation hereof shall be void.
71Fisi AGREEMENT shell be construed and governed according to the laws of the State of
VSraehington:
Itrom Inc. (ITRONI Z-q w Z7 111f I/
Signature
Title Vice President— XIS Overattons -
Date
Date