Middleware EULA

NORTH SHORE AUTOMATION, LLC

Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY

BEFORE USING THE SOFTWARE.​ BY USING THE SOFTWARE, YOU AGREE TO BE

BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE

TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.


1.​ Grant of License.​ Subject to the terms and conditions of this Agreement and the payment

the license fee, North Shore Automation, LLC, a California limited liability company ("NSA")

grants you a non-exclusive, non-transferable license to use NSA’s software (the “Software”).


2. License Restrictions.​ You may not (a) make corrections to or otherwise modify or adapt the

Software or create derivative works based upon the Software, or permit third parties to do the

same; (b) make or distribute copies of the Software; (c) decompile, reverse engineer, or

disassemble the Software; or (d) use the Software to develop any product having the same

primary function as the Software. You agree to keep confidential and use your best efforts to

protect the contents of the Software from unauthorized disclosure or use.


3.​ Upgrades.​ The license of the Software does not include any upgrades or new features of the

Software developed by NSA after the date of this Agreement.


4. Proprietary Rights.​ The Software is licensed (not sold) to you, and NSA owns all copyright,

trademark, trade secret, patent and other proprietary rights in the Software. You shall maintain

and reproduce all patent, trademark, copyright, and notices of other proprietary rights on all

copies, in any form, of the Software in the same form and manner that such patent, trademark,

copyright, and notices of other proprietary rights are included on the Software.


5. Disclaimer of Warranty.​ By using the Software and agreeing to the terms of this License,

you expressly acknowledge and agree that the use of the Software is at your sole risk. The

Software and related documentation are provided “AS IS” and without warranty of any kind.

NSA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

NSA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL

MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE

UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE OR

RELATED DOCUMENTATION WILL BE CORRECTED. NSA DOES NOT WARRANT,

GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR

ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE OF THE SOFTWARE. THE

ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS

ASSUMED BY YOU. IF THE SOFTWARE IS DEFECTIVE, YOU WILL BE RESPONSIBLE FOR

THE COSTS OF ALL NECESSARY SERVICING, REPAIRS, OR CORRECTIONS. The

exclusion of implied warranties is not permitted by some States and the above exclusion may

not apply to you.


6. Limitation of Liability.​ IN NO EVENT WILL NSA, OR ITS EMPLOYEES OR AGENTS, BE

LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (INCLUDING

DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF

BUSINESS INFORMATION) ARISING OUT OF THE USE OR INABILITY TO USE THE

SOFTWARE, EVEN IF NSA HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE.

NSA SHALL HAVE NO LIABILITY FOR ANY HARDWARE, SOFTWARE OR DATA STORED

OR USED IN CONJUNCTION WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION,

THE COST OF REPAIRING, REPLACING, OR RECOVERING SUCH HARDWARE,

SOFTWARE, OR DATA. NSA’S LIABILITY TO YOU FOR ACTUAL DAMAGES FROM ANY

CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER

IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE) WILL BE LIMITED TO A

REFUND OF THE AMOUNT YOU PAID FOR THE SOFTWARE. Because some States do not

allow the exclusion or limitation of liability for consequential or incidental damages, the above

limitations may not apply to you.


7. Compliance with Law.​ You agree to comply with all applicable laws, rules and regulations in

connection with your use of the Software, including, without limitation, the United States Export

Administration Act and its associated regulations.


8. General.​ This Agreement will bind and inure to the benefit of each party's successors and

assigns, provided that you may not assign or transfer this Agreement without NSA's prior written

consent. This Agreement shall be governed by and construed in accordance with the laws of the

State of California, United States of America, as if performed wholly within the state and without

giving effect to the principles of conflict of law. Any legal suit, action or proceeding arising out of

or relating to this Agreement shall be commenced solely in a federal or state court having

jurisdiction over disputes arising in Los Angeles County, California, and each party hereto

irrevocably submits to the exclusive jurisdiction and exclusive venue of any such court in any

such suit, action or proceeding. No failure of either party to exercise or enforce any of its rights

under this Agreement will act as a waiver of such rights. If any portion of this Agreement is

found by court of competent jurisdiction to be void or unenforceable, the remaining provisions of

this Agreement shall remain in full force and effect and the void or unenforceable provision shall

be amended to achieve as nearly as possible the economic effect as the original provision. This

Agreement is the complete and exclusive agreement between the parties with respect to the

subject matter hereof, superseding and replacing any and all prior or contemporaneous

agreements, communications, and understandings (whether written and oral) regarding such

subject matter. No amendment to or modification of this Agreement shall be binding unless in

writing and signed by a duly authorized representative of NSA.