CAREFULLY READ THIS LEGAL AGREEMENT BEFORE INSTALLING THIS
INSTALLING 2DMRI, YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND ALSO AGREE TO BE BOUND BY
SUCH TERMS. IF
THE TERMS AND CONDITIONS OF THIS AGREEMENT
ARE NOT ACCEPTABLE, DO NOT CONTINUE WITH THE INSTALLATION OF
1. LICENSE AGREEMENT. Northwest Hydraulic Consultants, Inc. grants you (“Licensee”), a non-exclusive, non-transferable, limited license to use the 2DMRI application (the “Software”) for personal or business purposes. Licensee expressly acknowledges that this license will terminate on December 31 of the current calendar year. This license does not entitle Licensee to receive from either Northwest Hydraulic Consultants or related parties any hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Software. Northwest Hydraulic Consultants may terminate this Agreement at any time should Licensee breach any term of this Agreement.
2. RESTRICTIONS. Without Northwest Hydraulic Consultants’ prior written consent, Licensee may not: (i) modify or create any derivative work of the Software, including customization, translation, or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or (iv) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Software.
3. FEES. There is no license fee for the Software. If Licensee wishes to receive the Software on media, there may be a small charge for the media and shipping and handling. Licensee is responsible for any and all taxes.
4. INTELLECTUAL PROPERTY. Licensee expressly disclaims all origination, title, ownership rights, or intellectual property rights in the Software and further acknowledges and will defend Northwest Hydraulic Consultants’ rights, including intellectual property rights, in the Software. Licensee further acknowledges that the Software is an “add-on” utility for the RiverFLO-2D software (“RiverFLO”) and disclaims all origination, title, ownership rights, or intellectual property rights in RiverFLO.
5. NO WARRANTY. THE SOFTWARE IS PROVIDED FREE OF CHARGE, AND, THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, OR NON-INFRINGING. THE ENTIRE RISK AS TO THE RESULTS, QUALITY, AND/OR PERFORMANCE OF THE SOFTWARE IS WITH THE LICENSEE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NORTHWEST HYDRAULIC CONSULTANTS, INC., ITS BOARD OF DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL OR PERSONAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
7. RENEWAL & UPGRADES. This License Agreement terminates automatically on December 31 of this calendar year. To continue using the Software, including any technical updates or modifications thereof, Licensee must download the most-current version of this Software from the Northwest Hydraulic Consultants, Inc. website. Licensee further agrees that upon such download, it will be bound by the terms any such license agreement in effect at that time.
8. EXPORT CONTROL. Licensee agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software in violation of any such restrictions, laws, or regulations, or without all necessary approvals. By installing or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.
9. MISCELLANEOUS. This Agreement constitutes the entire Agreement between the parties and may not be modified or amendment unless such modification or amendment is in writing and signed by both parties.
This Agreement shall be governed by the laws of Washington without regard to conflict of laws principles. All disputes relating to this Agreement or the use of the Software are subject to the exclusive jurisdiction and venue of the King County, Washington courts. If any dispute arises under this Agreement, the most prevailing party is entitled to its reasonable attorneys’ fees and costs.
If any term or provision hereof is deemed unenforceable by a court of competent jurisdiction, such term or provision shall be modified to the extent necessary to make such term or waiver enforceable without losing the intent of such term or provision. All remaining provisions shall remain in full force and effect.
No waiver by Licensor of any term or condition contained herein shall be deemed a waiver of the other terms and conditions or any subsequent breach of the Agreement.