DDS SOFTWARE LICENSE AGREEMENT

DDS Time Net , DDS Firmware, DDS Smart Control, DDS WEB Control, DDS Device Control, DDSES, DDSmartBell, DDS Software © Digital Display Systems, Inc.

 

This License Agreement (“License Agreement”) is a binding agreement between Digital Display Systems Inc, “DDS”, a California corporation with its principal place of business at San Jose, CA, 95131, and you End User (as the “Licensee”) (each a “Party” and collectively the “Parties”).

 

This License Agreement applies to your use of the DDS Materials (as defined below). By using the DDS Materials, I.e. Opening, Downloading, Installing, Accessing, Reviewing; you agree to be bound by the terms and conditions of this License Agreement. If you do not accept and agree with the terms and conditions of this License Agreement, you may not use the DDS Materials. If you are accepting this License Agreement on behalf of an entity or organization, you represent and warrant that you have appropriate authority to enter into this License Agreement on behalf of such entity or organization, and references to Licensee shall include and refer to such entity or organization.

 

Definitions

 

  1. “API” means the application programming interface provided by DDS to enable interoperability between the DDS Equipment and Interfacing Software, which is executed on computers or other electronic devices to control the DDS Equipment.
  2. “DDS” has the meaning set forth above.
  3. “DDS Equipment” means Digital Display Systems clocks, Displays, Production Counters, Smart efficiency systems, Smart Factory monitoring systems or any other equipment developed, designed or Manufactured by DDS and intended for use with DDS equipment.
  4. “DDS Materials” means DDS Documentation, DDS software, DDS Appearance, Structure, Code, Software, the API, the communication block, the Documentation and means to communicate and control DDS equipment.
  5. “Documentation” means any documentation or specifications made available by DDS in connection with the API. communication block, operating manual, work instructions, data sheets and any other material provided and developed by DDS for the use with its equipment.
  6. “Interfacing Software” means one or more software applications developed by or on behalf of Licensor solely to interface with and interoperate with the DDS Equipment through the API, web service, or web interface.
  7. “User interface” means one or more ways to connect, communicate, control, update or manage DDS equipment, by end user.
  8. “Licensee” has the meaning set forth above.
  9. “License Agreement” has the meaning set forth above.
  10. “Party” and/or “Parties” has the meaning set forth above.
  11. “Title to Materials” means ownership, copyright, and Title of any DDS supplied material

 

  1. Grant of License. Subject to the terms and restrictions set forth in this License Agreement, DDS grants the Licensee a limited, revocable, non-exclusive, non-transferrable and non-sub-licensable license to use the DDS Materials for the sole purpose of operating the DDS Equipment. You can install the software, make copy of DDS materials onto the hard disks of computers, or make it accessible to any number of computers owned and/or operated by the buyer for the buyer usage, on your local network, and you may make a copy of the material for backup purposes. Any copy/copies must include the Digital Display Systems Inc. copyright notice.

 

  1. Title, Ownership; restrictions on use. As between DDS and the Licensee, the DDS Materials and all rights therein are and shall remain the sole and exclusive property of DDS. The Licensee agrees to use the material only to the extent of its documented and publicly disclosed capabilities. The Licensee further agrees not to: (a) use or attempt to use the DDS Materials in violation or contravention of any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; or (b) use or attempt to use the DDS Materials other than as expressly set forth in this License Agreement and the Documentation.

You may not: rent, lease, distribute, sublicense or transfer copies of the software or documentation to others outside your organization;

You may not: reverse engineer, decompile, modify, disassemble, or translate the software or documentation;

You May not: make any copies, use parts, use codes, use communication blocks, use design, use appearance of software modules for use with other programs;

You may not:  use the software, material codes, on any computer system, computer network, cloud computer system, unless used by purchaser for its own and sole use.

 

  1. Term; Termination

 

  • Term. This License Agreement is effective upon the Licensee’s first use of the DDS Materials and shall continue in effect until terminated as set forth herein. DDS may terminate this License Agreement at any time, at its sole discretion, for any reason, with or without notice.
  • Automatic termination. This License Agreement and all rights granted to the Licensee hereunder will immediately and automatically terminate if: (a) the Licensee violates any provisions of this License Agreement; (b) the Licensee engages in any action that disparages DDS, or otherwise devalues the name, logos, trademarks, goodwill or reputation of DDS; or (c) the Licensee brings or threatens to bring any patent claim against DDS (including any cross-claim or counterclaim) to enforce any patents the Licensee alleges are infringed by the DDS Materials.

 

  1. DISCLAIMER OF WARRANTIES. THE DDS MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND DDS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAW. THE LICENSEE’S USE OF THE DDS MATERIALS IS AT THE LICENSEE’S SOLE DISCRETION AND RISK, AND THE LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY SYSTEM OR DEVICE THAT MAY ARISE FROM SUCH USE. DDS MAKES NO WARRANTY OR GUARANTEE THAT THE LICENSEE’S USE WILL BE UNINTERRUPTED, TIMELY OR ERRORFREE, OR THAT ANY ERRORS IN THE DDS MATERIALS WILL BE CORRECTED.

 

  1. The Licensee agrees that DDS will have no liability whatsoever for any use the Licensee makes of the DDS Materials. The Licensee agrees to defend, indemnify and hold harmless DDS and each of their respective officers, directors, employees, agents, advertisers, licensors and partners from and against any and all claims, suits, losses, damages (actual or consequential), liabilities, costs, fees and expenses (including reasonable attorneys’ fees) arising out of or related to the Licensee’s use of the DDS Materials.

 

  1. LIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO LEGAL THEORY—WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, WARRANTY, PRODUCTS LIABILITY OR OTHERWISE—WILL DDS BE LIABLE FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, THE USE OF THE DDS MATERIALS OR ANY INABILITY TO USE THE DDS MATERIALS (INCLUDING WITHOUT LIMITATION LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PROFITS OR DATA, FAILURE OR MALFUNCTION OF ANY COMPUTER OR ELECTRONIC SYSTEM, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF DDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING LIMITATION IS NOT ENFORCEABLE WITHIN ANY APPLICABLE JURISDICTION, IN NO EVENT SHALL DDS’s TOTAL LIABLITY TO THE LICENSEE UNDER THIS AGREEMENT FOR ANY DAMAGES EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO DDS IN CONNECTION WITH THIS AGREEMENT AND (B) THE AMOUNT OF NIGHTY NINE US DOLLARS ($99.00). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY GRANTED HEREIN FAILS ITS ESSENTIAL PURPOSE.

 

 

  1. Updates and modifications
    • To the DDS Materials. DDS may, at its sole discretion, update or modify the DDS Materials; however, the Licensee understands and acknowledges that this License Agreement does not create any obligation on the part of DDS to update or modify the DDS Materials or to provide the Licensee with any support or maintenance of the DDS Materials. The Licensee further understands that updates or modifications to the DDS Materials may: (a) remove or restrict previously existing functionality and/or (b) require the Licensee to update or modify its Interfacing Software.
    • To this License Agreement. DDS may, at its sole discretion, make changes to this License Agreement. In the event of any such changes, the Licensee will be responsible for reviewing the modified License Agreement, which will be effective upon first posting by DDS to developers. digitaldisplay.com or upon notification to the Licensee. Use of the DDS Materials by the Licensee following any such notification constitutes the Licensee’s acceptance of the License Agreement as modified.

 

  1. Publicity. This License Agreement does not grant to the Licensee any rights to use the names, logos or trademarks of DDS. Unless otherwise expressly approved by DDS beforehand in writing, the Licensee may not make any statement, press release or other public communication regarding this License Agreement or the use of the DDS Materials, nor may the Licensee state or imply any endorsement of the Licensee or of any Interfacing Software by DDS or any of its Affiliates.

 

  1. Disclaimers and notices. In any distribution of the Interfacing Software, the Licensee will retain and reproduce in their entirety any disclaimers, copyright notices or other proprietary notices, if any, provided with the DDS Materials.

 

  1. The terms of Sections 3, 4,6, 7, 8, 10 and 13 shall survive the termination of this License Agreement along with any terms that would by their nature survive such termination.

 

  1. Miscellaneous
    • Entire agreement. This License Agreement constitutes the entire agreement between DDS and the Licensee and supersedes any prior agreements relating to the subject matter hereof between DDS and the Licensee.
    • Assignment. This License Agreement and the rights and obligations hereunder may not be assigned or delegated by the Licensee without the prior written consent of DDS, which may be withheld at the sole discretion of DDS.
    • No third-party beneficiaries. Other than as expressly set forth herein, no person or entity not a party to this License Agreement will be a third-party beneficiary of this License Agreement.
    • Jurisdiction, venue and choice of law. This License Agreement will be governed by and construed according to the laws of the state of California, without reference to its conflict of laws provisions. The parties agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in the city of San Jose, California.
    • Waiver. The failure of DDS to exercise or enforce any right or provision of this License Agreement will not constitute a waiver of such right or provision.
    • Severability. If any provision of this License Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be removed from this License Agreement and the remaining provisions will remain in full force and effect.
    • Government use. The Licensee agrees that the DDS Materials are a “commercial item,” consisting of “commercial computer software” and “commercial computer software documentation” as those terms are defined in the Federal Acquisition Regulations and the Defense Federal Acquisition Regulations, as applicable. The DDS Materials are being licensed to and any use of the DDS Materials by the U.S. Government shall be governed by the terms of this License Agreement.
    • Equitable remedies. The Licensee acknowledges that Licensee’s breach of the license or use restrictions in this Agreement may cause DDS irreparable harm. Thus, the Licensee agrees that, in addition to any other rights or remedies available under applicable law, DDS shall have the right to immediate injunctive relief in the event of any such breach.