You must agree to the terms set forth in this entitlement for software to download this software
Entity receiving Software.
Date of delivery of the Software to You.
Motronic Editor Software, which
includes the following:
(i) Motronic Editor Software Application
(ii) Customization (.spc) files
Perpetual for registered and professional versions, 90 days for trial version.
Single copy of Motronic Editor executable
1. You may use the Trial Version Software for Individual or Commercial purposes of evaluation, including the viewing and modification of automotive maps, but not the saving of these designs which is reserved for the Retail and Commercial versions of the software. You may use the Retail Version of the Software for Individual, non-commercial use in the viewing, design, and saving of automotive maps for use in vehicles titled and owned by you. You may use the Commercial Version of the Software for Commercial and Individual use in the viewing, design, and saving of automotive maps and subsequent distribution of these maps, as long as their design does not infringe on the copyrights of existing designs, including, but not limited to designs, copyrighted by Autothority, Weltmeister, and 911chips.com. Additional features may be enabled in the Commercial version which are not accessible from the Retail or Trial Versions, which Commercial Version users are licensed to use.
2. Subject to the terms and conditions of this Agreement and restrictions and exceptions set forth in the Software's documentation, You may reproduce and
distribute images created with this software provided that:
(a) you have made reasonable efforts to ensure that your images are both compatible and error-free in both design and physical delivery, whether via Internet, CD or other media, or physical chip.
(b) your Maps add significant and primary functionality over stock or OEM solutions.
(c) you do not remove or alter any proprietary legends or notices contained in or on the original maps used as a basis for your designs.
(d) you only distribute the Maps subject to a license agreement that protects Atlantis Consulting's interests consistent with the terms contained in this Agreement, and
(e) you agree to defend and indemnify Atlantis Consulting and its licensors from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all maps produced using this software.
3. Software Restrictions. You may not create, modify, or change the behavior of, or authorize your licensees to create, modify, or change the behavior of the Motronic Editor or third-party components ntport.dll or zdntport.dll.
READ THE TERMS OF THIS AGREEMENT ("AGREEMENT") CAREFULLY BEFORE OPENING SOFTWARE MEDIA PACKAGE. BY OPENING SOFTWARE MEDIA PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING SOFTWARE ELECTRONICALLY, INDICATE YOUR ACCEPTANCEOF THESE TERMS BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS, PROMPTLY RETURN THE UNUSED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR, IF SOFTWARE IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE" (OR "EXIT") BUTTON AT THE END OF THIS AGREEMENT. IF YOU HAVE SEPARATELY AGREED TO LICENSE TERMS ("MASTER TERMS") FOR YOUR LICENSE TO THIS SOFTWARE, THEN SECTIONS 1-5 OF THIS AGREEMENT ("SUPPLEMENTAL LICENSE TERMS") SHALL SUPPLEMENT AND SUPERSEDE THE MASTER TERMS IN RELATION TO THIS SOFTWARE.
(a) "Entitlement" means the collective set of applicable documents authorized by Atlantis evidencing your obligation to pay associated fees (if any) for the license, associated Services, and the authorized scope of use of Software under this Agreement.
(b) "Licensed Unit" means the unit of measure by which your use of Software and/or Service is licensed, as described in your Entitlement.
(c) "Permitted Use" means the licensed Software use(s) authorized in this Agreement as specified in your Entitlement. The Permitted Use for any bundled Atlantis software not specified in your Entitlement will be evaluation use as provided in Section 3.
(d) "Service" means the service(s) that Atlantis or its delegate will provide, if any, as selected in your Entitlement.
(e) "Software" means the Atlantis software described in your Entitlement. Also, certain software may be included for evaluation use under Section 3.
(f) "You" and "Your" means the individual or legal entity specified in the Entitlement, or for evaluation purposes, the entity performing the evaluation.
Subject to the terms of your Entitlement, Atlantis grants you a nonexclusive, nontransferable limited license to use Software for its Permitted Use for the license term. Your Entitlement will specify
(a) Software licensed,
(b) the Permitted Use,
(c) the license term, and
(d) the Licensed Units.
Additionally, if your Entitlement includes Services, then it will also specify
(e) Service and
(f) service term.
If your rights to Software or Services are limited in duration and the date such rights begin is other than the purchase date, your Entitlement will provide that beginning date(s).
The Entitlement may be delivered to you in various ways depending on the manner in which you obtain Software and Services, for example, the Entitlement may be provided in your receipt, invoice or your contract with Atlantis or Atlantis licensed distributor. It may also be in electronic format if you download Software.
As selected in your Entitlement, one or more of the following Permitted Uses will apply to your use of Software. Unless you have an Entitlement that expressly permits it, you may not use Software for any of the other Permitted Uses. If you don't have an Entitlement, or if your Entitlement doesn't cover additional software delivered to you, then such software is for your Evaluation Use.
(a) Evaluation Use. You may evaluate Software internally for a period of 90 days from your first use.
(b) Research and Instructional Use. You may use Software internally to design, develop and test, and also to provide instruction on such uses.
(c) Individual Use. You may use Software internally for personal, individual use.
(d) Commercial Use. You may use Software internally for your own commercial purposes.
(e) Service Provider Use. You may make Software functionality accessible (but not by providing Software itself or through outsourcing services) to your end users in an extranet deployment, but not to your affiliated companies or to government agencies.
Your Permitted Use is limited to the number of Licensed Units stated in your Entitlement. If you require additional Licensed Units, you will need additional Entitlement(s).
(a) The copies of Software provided to you under this Agreement are licensed, not sold, to you by Atlantis Consulting. Atlantis reserves all rights not expressly granted.
(b) You may make a single archival copy of Software, but otherwise may not copy, modify, or distribute Software. However if the Atlantis documentation ccompanying Software lists specific portions of Software, such as libraries, and/or redistributable files, that may be handled differently, you may do so only as provided in that documentation.
(c) You may not rent, lease, lend or encumber Software.
(d) Unless enforcement is prohibited by applicable law, you may not decompile, or reverse engineer Software.
(e) The terms and conditions of this Agreement will apply to any Software updates, provided to you at Atlantis's discretion, that replace and/or supplement the original Software, unless such update contains a separate license.
(f) You may not publish or provide the results of any benchmark or comparison tests run on Software to any third party without the prior written consent of Atlantis.
(g) Software is confidential and copyrighted.
(h) Unless otherwise specified, if Software is delivered with embedded or bundled software that enables functionality of Software, you may not use such software on a stand-alone basis or use any portion of such software to interoperate with any program(s) other than Software.
(i) Software may contain programs that perform automated collection of system data and/or automated software updating services. System data collected through such programs may be used by Atlantis, its subcontractors, and its service delivery partners for the purpose of providing you with remote system services and/or improving Atlantis's software and systems.
(j) Software is not designed, licensed or intended for use in the design, construction, operation or maintenance of any vehicle whose malfunction might result in a loss of life, and Atlantis and its licensors disclaim any express or implied warranty of fitness for such uses.
(k) No right, title or interest in or to any trademark, service mark, logo or trade name of Atlantis Consulting or its licensors is granted under this Agreement.
The license and service term are set forth in your Entitlement(s). Your rights under this Agreement will terminate immediately without notice from Atlantis if you materially breach it or take any action in derogation of Atlantis's and/or its licensors' rights to Software. Atlantis may terminate this Agreement should any Software become, or in Atlantis's reasonable opinion likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation. Upon termination, you will cease use of, and destroy, Software and confirm compliance in writing to Atlantis. Sections 1, 5, 6, and 8-14 will survive termination of the Agreement.
Atlantis warrants to you that for a period of 90 days from the date of purchase, as evidenced by a copy of the receipt, the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use. Except for the foregoing, Software is provided "AS IS". Your exclusive remedy and Atlantis's entire liability under this limited warranty will be at Atlantis's option to replace Software media or refund the fee paid for Software. Some states do not allow limitations on certain implied warranties, so the above may not apply to you. This limited warranty gives you specific legal rights. You may have others, which vary from state to state.
UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ATLANTIS OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF ATLANIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Atlantis's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.
All Software, documents, technical data, and any other materials delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with these laws and regulations and acknowledge that you have the responsibility to obtain any licenses to export, re-export, or import as may be required after delivery to you.
If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).
Any action related to this Agreement will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
This Agreement, including any terms contained in your Entitlement, is the entire agreement between you and Atlantis relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
Please contact Atlantis Consulting, LLC 206B 88th Street, Virginia Beach, VA 23451 if you have questions regarding this agreement.