Sirius Imaging LLC -- Software End-User License Agreement  

 

This Sirius Imaging LLC Software End-User License Agreement ("License Agreement") must be read and agreed to before you (“Licensee”) are authorized to install and utilize any of the following software products from Sirius Imaging LLC ("Licensor"): PEMPro V3 ("PEMPro").  PEMPro is referred to herein as either "Software" or a "Software Product" and are collectively referred to herein as the "Software Product".

 

IMPORTANT:  This is a legal agreement between you (the Licensee) and Sirius Imaging LLC (the Licensor). By installing, copying or otherwise using a Software Product, you are agreeing unconditionally to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, do not install or use the Software Products.

 

For the purposes of this Agreement, "Software" or "Software Product"  refers not only to the computer software identified above, but also to all associated media, printed materials, "online" or electronic documentation including any and all executable files, tutorials, help files, utilities, and other files that accompany any of the Software Products.

 

1.        License (this section does not apply to the software in “Trial” mode):

 

a.Subject to the terms of this License Agreement, Licensee is permitted to install and use the Software on no more than five (5) computers owned by the Licensee per copy of the Software purchased, solely for Licensee’s personal and nonmilitary use, provided that only one (1) copy is in use at any given time.

 

b.No other user is licensed to use PEMPro V3 with Licensee’s license unless permission is granted from Sirius Imaging LLC. Please email apv3@siriusimaging.com to request permission.

 

c.Licenses issued include free updates for at least one year.

 

d.CCDWare Inc., and/or Sirius Imaging LLC, reserves the right to deny generation or revoke any previously generated license for any reason. If a licensed purchased online through the CCDWare site is revoked, the full purchase price may be refunded if no portion of this License agreement has been broken. If the license is revoked the Licensee agrees to discontinue use of PEMPro V3 and destroy/delete all copies of any license key distributed.

 

2.        Restrictions/Requirements:

 

a.Licensee may not disclose any license key provided by the Licensor to a third party. Such disclosure shall be considered a transfer of the Software itself and subject to the terms and conditions contained herein regarding transfers.

 

b.Licensee may not bypass any facilities used by the Software to provide limited-time (trial/demo) operation of the Software.

 

c.Licensee may not reverse engineer, decompile, disassemble, modify, alter, translate, or create derivative works from the Software or make any attempt to discover the source code to the Software Product.

 

e.The Software may not be copied, redistributed, retransmitted, published, sold, rented, leased, marketed, sublicensed or assigned other than as specifically permitted hereunder and subject to the terms of this License Agreement.

 

f.Additional licensing information for licenses originating with Astro-Physics mounts ONLY:

 

1. PEMPro V3 requires a GTOCP4 controller, or GTOCP3 with at least "V" firmware.

 

2. Full software functionality will be activated by connecting to your Astro-Physics mount one time on each computer for which the license is used.

 

3. If you are an individual user, you are granted use of PEMPro V3 on up to five (5) of your own personal computers for as long as you own the mount for which the original license (on the CD case included with the mount) was issued.

 

4. If you are an individual user, no other user is licensed to use PEMPro V3 unless permission is granted from Sirius Imaging LLC. Please email apv3@siriusimaging.com to request permission.

 

5. If the mount was purchased by a small business, corporation or university, installation of PEMPro is authorized on 1 (one) main computer and one backup computer. An unlimited number of users are granted use of PEMPro on the main computer. To install on more computers additional licenses must be purchased from CCDWare at a discount.

 

6. If you sell the Astro-Physics mount then you agree to discontinue use of any installations of PEMPro V3 using the license originating from the license shipped with that Astro-Physics mount.

 

3.        Transfers: Licensee may not transfer any license key without express permission from Sirius Imaging. Failure to disclose a transfer may result in the revocation of Licensee’s license and legal remedies.

 

4.        Title: The Software Product is owned by Sirius Imaging LLC and is protected by all applicable United States copyright laws, international copyright treaties, and all other applicable national laws, rules and regulations. Title, ownership rights, and intellectual property rights in and to the Software shall remain with Sirius Imaging. The Software Product is licensed, not sold. There is no transfer to you of any title to or ownership of the Software, and this License Agreement shall not be construed as a sale of any right in the Software.

 

5.        Termination: If you fail to comply with the terms of this Agreement, Sirius Imaging may terminate this License Agreement at its discretion. Upon termination, you must return or destroy all copies of the Software including all of its component parts. Your obligation to return or destroy all copies of the Software upon termination shall not be deemed to restrict the rights of the Licensor and shall be in addition to any and all other remedies available to Licensor.

 

6.        Warranty Disclaimer: Sirius Imaging LLC DOES NOT WARRANT THAT THE SOFTWARE WILL BE DEFECT-FREE OR MEET YOUR REQUIREMENTS. THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIEDLLCUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

7.        Limitation of Liability: IN NO EVENT SHALL Sirius Imaging LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR RESELLERS BE LIABLE TO YOU FOR DAMAGES INCLUDING ANY GENERAL, SPECIALLLCDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FAILURE OF THE SOFTWARE PRODUCT TO OPERATE WITH ANY OTHER SOFTWARE PRODUCTS OR OTHER LOSSES SUSTAINED BY YOU OR THIRD PARTIES), REGARDLESS IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXLUSION OR LIMIATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXLUSION AND LIMITATION MAY NOT APPLY TO YOU. IN NO CASE SHALL Sirius Imaging LLC's LIABILITY, IF ANY, EXCEED THE PURCHASE PRICE PAID BY LICENSEE FOR THE SOFTWARE PRODUCT.

 

8.        Export Laws: The Software Product and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required.

 

9.        U.S. Government Licenses: The Software Product is a "commercial item" as that term is defined in 48 C.F.R.  2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government Licensees acquire the Software with only those rights set forth therein.

 

10.        Jurisdiction: This License Agreement shall be governed by the laws of the State of California, excluding its conflict of laws principles. Each of the parties hereby consent to jurisdiction and venue in the state and federal courts sitting in Santa Clara County, California. In any such dispute, the prevailing party shall be entitled to recover its reasonable attorneys' fees and expenses from the other party in addition to any other remedy said party may be entitled. You may not assign or transfer your rights or obligations arising under this License Agreement to any third party, and any such attempted assignment or transfer shall be void and without effect. This License Agreement may not be modified except upon mutual written agreement of the parties. The waiver by either party of a breach of any provision of this License Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. If any provision of this License Agreement is deemed unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. This License Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this License Agreement. Nothing contained in any correspondence, purchase order, order confirmation form, invoice or similar documents submitted by you to Sirius Imaging or Sirius Imaging' distributors shall in any way modify or add to the terms and conditions contained in this License Agreement.  

 

I have read and agree to the terms of this License Agreement as set forth above.

 

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