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LC SOFTWARE LICENSE AGREEMENT
1. GENERAL: THIS LICENSE AGREEMENT SHALL GOVERN THE USE BY YOU (THE
"LICENSEE") OF THE CRAY INC. ("CRAY") LC ELECTRO-MAGNETIC FIELD
ANALYSIS SOFTWARE THAT YOU OBTAIN THROUGH THIS WEB SITE (THE
"SOFTWARE"), AND THE ACCOMPANYING DOCUMENTATION (THE "DOCUMENTATION").
THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN CRAY
AND LICENSEE CONCERNING THE COPY OF THE SOFTWARE AND DOCUMENTATION
THAT LICENSEE OBTAINS THROUGH THIS WEB SITE, AND IT SUPERSEDES ANY
PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES
WITH RESPECT TO THAT COPY OF THE SOFTWARE AND DOCUMENTATION. NO
LICENSEE PURCHASE ORDER OR OTHER COMMUNICATION SHALL BE CONSTRUED AS,
OR CONSTITUTE, A WAIVER OF THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR
SPECIFICATIONS, AND CRAY HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR
CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS.
2. TERM: This License Agreement is effective upon installation of the
Software. This License Agreement shall automatically terminate upon
the breach by Licensee of any term hereof. In addition, Licensee may
terminate this License Agreement at any time. Upon termination or
expiration of this License Agreement, Licensee shall destroy all
copies of the Software and Documentation in Licensee's possession.
Licensee's obligations, Cray's warranty disclaimers and the
limitations of Cray's liability under this License Agreement shall
survive any termination of this License Agreement.
3. LICENSE: Cray grants, and Licensee accepts, a non-transferable and
non-exclusive license to use the Documentation, and the Software in
object code form only, subject to all the terms and conditions of this
License Agreement. The Software is licensed for Licensee's internal
use only. Licensee may make one copy of the Software and any on-line
Documentation for back-up or archival purposes. Licensee shall
reproduce in that copy all proprietary and restrictive notices set
forth in the Software and Documentation. No other rights to copy,
sublicense or distribute the Software or Documentation are granted.
All rights not specifically granted to Licensee by this License
Agreement shall remain in Cray. Licensee acknowledges that the
Software and Documentation are proprietary products of, and contain
proprietary information developed by Cray, and shall remain the
property of Cray. Licensee shall not disclose the Software,
Documentation or any information contained in the Software or
Documentation. Licensee shall use the same degree of care to prevent
such disclosure as Licensee uses to protect Licensee's own information
of like importance, but at least reasonable care. Licensee shall not
modify the Software, or attempt to decompile, cross compile,
disassemble, reverse engineer, or use any other means to decode the
Software.
4. WARRANTY AND LIMITATION OF LIABILITY: THE SOFTWARE AND THE
DOCUMENTATION ARE PROVIDED "AS IS", AND ALL EXPRESS AND IMPLIED
WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE AND MERCHANTABILITY, AND FREEDOM FROM VIOLATION OF
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE HEREBYEXCLUDED. CRAY
WILL NOT BE LIABLE IN ANY EVENT FOR ANY CONSEQUENTIAL, SPECIAL,
INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THE PERFORMANCE OF THE SOFTWARE OR ITS USE BY LICENSEE OR ANY OTHER
PERSON, OR ANY FAILURE OF CRAY IN THE PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS LICENSE AGREEMENT (INCLUDING LIABILITY FOR NEGLIGENCE)
EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CRAY.
5. APPLICABLE LAW: This License Agreement is governed by the laws of
the State of California, excluding the United Nations Convention of
the International Sale of Goods, and without reference to its
provisions on the conflicts of laws.
6. INDEMNIFICATION: Licensee agrees to indemnify and hold Cray
harmless in respect to any and all claims of or liability to third
parties arising from the use of the Software or the output of the
Software.
7. EXPORT: Licensee shall not dispose of any software, know-how,
technical data, documentation or other materials furnished to it
pursuant to this License Agreement, to any party or in any manner
which would constitute a violation of the export control laws of the
United States.
8. RESTRICTED RIGHTS LEGEND: If the Software is acquired for use by
the US Government, such use shall be subject to "Restricted Rights" as
that term is defined in the Federal Acquisition Regulations ("FAR"),
Part 52.227-14 and the DoD FAR Supplement, Part 252.227-7013, as
augmented by this License Agreement.
9. GENERAL: Licensee shall not assign or otherwise transfer its rights
or obligations under this License Agreement without the prior written
consent of Cray. No failure by either party to take any action or
assert any right under this License Agreement shall be deemed to be a
waiver of such right in the event of the continuation or repetition of
the circumstances giving rise to such right. No modification of this
License Agreement shall be binding on either party unless it is in
writing and signed by both parties.
In the event that any of the terms of this License Agreement are in
conflict with any applicable rule of law or statutory provision or are
otherwise unenforceable under the applicable laws or regulations of
any government or subdivision thereof, such terms shall be deemed
stricken from this License Agreement, but such invalidity or
unenforceability shall not invalidate any of the other terms of this
Agreement and this Agreement shall continue in force, unless the
invalidity or unenforceability of any such provisions hereof does
substantial violence to, or where the invalid or unenforceable
provisions comprise an integral part of, or are otherwise inseparable
from, the remainder of this License Agreement.
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