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 nonexclusive, nontransferable license to use NSA’s AkomiTM software (the
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.