GEOPLAN END USER LICENSE AGREEMENT
The terms and conditions set forth in these Geoplan’s End User License Terms (“EULA”) shall be applied to any and all deliveries of Geoplan software products executed between you (“Customer”) and Geoplan,Co.Ltd., a company existing under laws of Republic Korea, having its address at LS-st 142, SKV1 622 AnYang Gyeonggi, Korea(“LICENSOR”) or any of LICENSOR’s, representatives, resellers or other distributors (“Partner”).
- GENERAL
LICENSOR has developed and/or licensed GeoSpace™ (“GS”) and manufactures and/or sells GS products that include Geoplan anchors and tags and Geoplan positioning engine that collects location data. All GS related software, components and parts thereof, or any other product of LICENSOR are jointly referred to as the “Software” in this EULA
All Software products are proprietary products of LICENSOR and/or its licensors and the Software is protected by copyright laws and international treaties. By installing and using Software Customer accepts, understands and agrees to be bound by the terms and conditions of this EULA. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, RETURN THE SOFTWARE AND ALL COPIES THEREOF TO THE RESELLER FROM WHOM THE SOFTWARE WAS OBTAINED.
- DELIVERY AND ACCEPTANCE
Customer agrees at its own expense to prepare technical operating environment and obtain necessary hardware in conformity of requirements defined in documentation of LICENSOR or as otherwise notified by LICENSOR. Customer shall e.g. at its own expense maintain Internet connection to LICENSOR’s license servers as reasonably notified from time to time by LICENSOR. Customer shall be exclusively responsible for the installation, management and control of its use of Software. Customer shall without delay and no later than within 30 days from delivery inform LICENSOR in writing of all errors or deficiencies detected in Software. Errors which do not substantially prevent the use of Software shall not prevent the acceptance. As a sole remedy of Customer, LICENSOR may at its discretion either correct the defect or refund the license fee to Customer and Customer shall uninstall Software and return Software and all accompanying materials to LICENSOR. In any event Software shall be deemed to be accepted by Customer when Customer takes Software into use.
- GRANT OF LICENSE AND LIMITATIONS THEREOF
Against full and timely payment of all applicable license and services fees LICENSOR grants to Customer:
(i) A right to install Software to a proper device or equipment as defined in Software documentation; and
(ii) A restricted, non-exclusive and non- transferable license to use Software in connection with hardware indicated and solely in compliance with documentation for Customer’s internal business purposes.
Unless otherwise specifically agreed between LICENSOR and Customer in writing, the license term shall be twelve (12) months from the delivery of the Software. Customer shall obtain a renewal of the license term from LICENSOR and granting of such renewed license term shall be at the sole discretion of LICENSOR.
Customer shall not: (i) reverse engineer, disassemble, or decompile the Software or any part thereof, except when, and to the extent, such restriction is expressly limited by applicable mandatory laws; (ii) remove, alter, or deface any copyright indication or other notices of any proprietary rights or Intellectual Property Rights from the Software; (iii) create or manufacture any software development kit products or corresponding products using the Software, or market or in any way distribute such products; (iv) grant sublicense of, distribute, or make available the Software unbundled without LICENSOR’s products; (v) appoint any sub-distributors other than expressly granted herein; (vi) otherwise distribute, sublicense or otherwise transfer any third party the Software unless specifically authorized herein; (vii) bring any suit or otherwise assert a claim against LICENSOR, its licensors or other customers before any court or administrative agency alleging that the Software or documentation, or any part thereof, or that the use, implementations or any other derivative works of the Software or documentation infringe any Intellectual Property Rights of Partner or any third party; and (viii) copy, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialise, re-license, otherwise transfer to any third party or use or permit use of the Software (or any portions thereof) in any manner inconsistent with or not expressly permitted under this EULA.
- INTELLECTUAL PROPERTY RIGHTS
LICENSOR or its suppliers retain all rights not expressly granted in this EULA, including without limitation the title and interest to and in Software and all accompanying material (except media where Software is distributed) and all intellectual and industrial property rights and other proprietary rights. LICENSOR neither grants nor otherwise transfers any rights of ownership or copyrights in Software and Customer shall have only such license rights as expressly specified herein.
- LIMITED WARRANTY
LICENSOR warrants and represents that Software will, at the time of the delivery and for a period of ninety (90) days thereafter, substantially perform as stated in documentation provided by LICENSOR to Customer and on the operating environment defined in the documentation provided by LICENSOR.
If Customer detects within the above warranty period that Software does not substantially perform as stated in the documentation and such non-performance is caused by components contained in Software, and LICENSOR has not corrected the defect or provided a workaround thereof within a reasonable time, Customer has a right to terminate the license granted herein. In any such event Customer must uninstall Software and upon written request LICENSOR or its Partner who has delivered a copy of Software to LICENSOR shall refund the license payment. Except as expressly defined above, LICENSOR PROVIDE SOFTWARE AND ACCOMPANYING MATERIALS “AS IS” AND HEREBY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.
LICENSOR assumes no liability of errors in Software which are a result of non-compliance with a third party software which Customer has installed or downloaded to Customer’s devices, fault or negligence of Customer or any third party and/or improper, incorrect, or unauthorised use of Software, or use of Software in manner, which Software has not been designed, manufactured or specified for, or an external cause such as a failure and/or disruption in a electricity grid. Under no circumstances shall LICENSOR be liable for any consequences, if Customer or any third party not authorised by LICENSOR have made any modifications to Software or if Customer has not been strictly in compliance with this EULA.
THE FOREGOING WARRANTIES SET FORTH THE ENTIRE LIABILITY OF LICENSOR AND ALL OTHER WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO THOSE CONCERNING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
- LIMITATION OF LIABILITY
Customer understands and agrees that Software has not been tested in all operating environments or with all applications under which it may be used by Customer. IN NO EVENT, INCLUDING BUT NOT LIMITED TO PRODUCT LIABILITY CLAIMS AND INTELLECTUAL PROPERTY INFRINGEMENTS, SHALL LICENSOR BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM LICENSOR’S, ITS PARTNERS’ OR SOFTWARE’S PERFORMANCE OR FAILURE TO PERFORM HEREUNDER OR THE PERFORMANCE OR USE OF ANY SOFTWARE OR SERVICES SOLD PURSUANT HERETO. IN NO EVENT SHALL THE AMOUNT OF LICENSOR’S LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER TO LICENSOR.
- MISCELLANEOUS
LICENSOR may, at its option, terminate this EULA and all licenses granted hereunder if Customer breaches substantially any obligation under this EULA, and if such breach is not cured within thirty (30) days after written notice of the alleged breach, or LICENSOR may terminate this EULA and all licenses immediately if the breach is not curable. LICENSOR shall have the right to use the name and logo of Customer for reference and marketing purposes.
Customer shall not remove any trademarks or other marks or information included in or attached to the Software.
This EULA shall be governed by and construed in accordance with the laws of Republic of Korea, excluding its choice of law provisions.
