Master Software License Agreement

By using, installing, or accessing NOVATOR SOLUTIONS software (the “Software”) or any services related thereto, Licensee agrees to the terms and conditions of this Agreement. If Licensee does not agree, Licensee must not use the Software. 

 

1. DEFINITIONS

“Software” means all Object Code and Source Code, including all related documentation and updates, provided by NOVATOR SOLUTIONS under this Agreement. 

“Beta Software” means all example code, proof of concept code, and demonstrational code, including all documentation and updates, provided by NOVATOR SOLUTIONS under this Agreement. Licensee assumes full responsibility for the use, modification, and any product development based on the Beta Software. 

“Object Code” means machine code or binary code, including but not limited to “.exe” and “.lvbitx” files. 

“Source Code” means human readable code that is not compiled to Object Code, including but not limited to LabVIEW code. 

“Authorized Users” means individuals or entities permitted by Licensee to use the Software under this Agreement. 

“Schedule” means an attachment to this Agreement specifying specific terms, scope, and conditions for a particular Software product. 

“Derivative Works” means work developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and or Documentation and may also be based upon and/or incorporate on or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation, abridgement, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For the purposes hereof, Derivative Work shall also include any compilation that incorporates such pre-existing work. 

“FPGA” is short for Field Programmable Gate Array and is a piece of hardware that can be programmed with software to perform hardware operations on input and output signals. The FPGA can be reprogrammed and is often used for data signal processing in hardware domain. 

 

2. LICENSE GRANT

2.1 Standard Software License. NOVATOR SOLUTIONS grants Licensee a [non-exclusive, transferable, sublicensable] perpetual license to use the Software, integrate it into Licensee’s products, and distribute the Software as part of those products, in accordance with the terms of this Agreement. The Standard Software License does not include the right to modify Standard Software source code. Each license may be coupled with a FPGA or other hardware device and can only be used with that hardware. 

2.2 Beta Software License. NOVATOR SOLUTIONS grants Licensee a [non-exclusive, transferable] license to use, evaluate, and modify Beta Software in Source Code format only, for Licensee’s product development. Licensee acknowledges that Beta Software may include Standard Software components that are subject to the Standard Software License in Section 2.1 and may not be modified. Licensee assumes full responsibility for all use, modification, and any product development based on the Beta Software. 

2.3 Distribution Rights. Licensee is permitted to distribute and sublicense the Software as integrated into Licensee’s products, provided that Licensee (i) maintains any copyright and proprietary notices as provided, and (ii) requires end users to agree to terms consistent with this Agreement before accessing the Software. 

2.4 Ownership of Software. NOVATOR SOLUTIONS retains all rights, title, and interest in and to the Software and/or Beta Software, including all intellectual property rights. Licensee’s rights to use, modify, and distribute the Software are limited to those granted under this Agreement. 

2.5 Restrictions on Use. Licensee agrees not to (i) distribute, sublicense, or transfer the Software or Beta Software in a manner inconsistent with this Agreement, (ii) use the Software in any manner that infringes on any intellectual property or proprietary rights, or (iii) remove or alter any proprietary notices on the Software or Beta Software. 

 

3. OWNERSHIP AND INTELLECTUAL PROPERTY

3.1 Ownership of Software. NOVATOR SOLUTIONS retains all rights, title, and interest in and to the Software, including all intellectual property rights, even when integrated into Licensee’s products. 

3.2 Modifications to Beta Software. Licensee may make modifications or derivative works of Beta Software in Source Code format only. Licensee may not modify any Standard Software components within the Beta Software. 

3.3 Licensee Obligations. Licensee must ensure that all use of the Software, including distributed products, complies with this Agreement and does not infringe on any third-party rights. 

 

4. FEES AND PAYMENT

4.1 Fees. Licensee agrees to pay NOVATOR SOLUTIONS all fees for the Software as specified in any applicable Schedule or invoice. 

4.2 Taxes. Licensee is responsible for all applicable taxes and fees, except those based solely on NOVATOR SOLUTIONS income. 

4.3 Late Payments. Fees not paid within [30 days] of the due date may incur a late fee at the lesser of [9% per month] or the maximum rate permitted by law.

 

5. CONFIDENTIALITY

Licensee agrees not to disclose or use NOVATOR SOLUTIONS Confidential Information, its features, and any feedback, except as allowed under this Agreement. 

 

6. NO WARRANTIES

6.1 Limited Warranty for Standard Software and Beta Software. NOVATOR SOLUTIONS PRODUCTS AND NOVATOR SOLUTIONS SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. NOVATOR SOLUTIONS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED 

 

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOVATOR SOLUTIONS SHALL HAVE NO LIABILITY WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT AND CUSTOMER SHALL HAVE NO REMEDY WITH RESPECT TO PRODUCT PERFORMANCE. NOVATOR SOLUTIONS DOES NOT WARRANT THAT THE NOVATOR SOLUTIONS PRODUCTS OR NOVATOR SOLUTIONS SERVICES, OR ANY PORTION THEREOF, ARE ERROR OR BUG FREE, OR THAT CUSTOMER’S USE OF THE NOVATOR SOLUTIONSA PRODUCTS OR NOVATOR SOLUTIONS SERVICES WILL BE UNINTERRUPTED. 

 

7. LIMITATION OF LIABILITY

7.1 Liability Cap. NOVATOR SOLUTIONS total liability for any claim under this Agreement shall not exceed 50,000 SEK. 

7.2 Exclusion of Certain Damages. NOVATOR SOLUTIONS is not liable for indirect, incidental, special, or consequential damages arising from this Agreement, including any damages related to Licensee’s use, modification, or distribution of the Software or Beta Software. 

 

8. TERM AND TERMINATION

8.1 Term. This Agreement remains effective as long as Licensee uses the Software and complies with the terms herein. 

8.2 Termination. NOVATOR SOLUTIONS may terminate this Agreement immediately if Licensee breaches any term of this Agreement. Upon termination, Licensee must discontinue all use of the Software, including in any distributed products, and delete or return all copies. 

 

9. GOVERNING LAW AND JURISDICTION

9.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of Sweden, without regard to its conflicts of law principles. 

9.2 Jurisdiction. All disputes arising out of or in connection with this Agreement are subject to the exclusive jurisdiction of the Swedish court, Stockholms handelskammares skiljedomsinstitut.

 

10. ENTIRE AGREEMENT AND MODIFICATIONS

This Agreement, along with any applicable Schedules, constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements. NOVATOR SOLUTIONS reserves the right to modify this Agreement at any time, with such modifications becoming effective upon publication on NOVATOR SOLUTIONS website or notification to Licensee. Continued use of the Software constitutes acceptance of any modifications. 

 

By using the Software, Licensee acknowledges and agrees to be bound by the terms and conditions of this Master Software License Agreement.