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  • The text appearing below is the OASIS End User License Agreement.

 

UTILITY SOFTWARE LLC
SOFTWARE LICENSE AGREEMENT

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE OPENING THE ACCOMPANYING SOFTWARE (THE "SOFTWARE") PACKAGE OR CONTINUING WITH THE INSTALLATION PROCESS OF THE SOFTWARE. BY CLICKING ON THE "I AGREE" BUTTON, OR BY OPENING THE SOFTWARE PACKAGE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON TO TERMINATE THE INSTALLATION PROCESS OR PROMPTLY RETURN THE UNOPENED PACKAGE AND THE REST OF THE PRODUCT TO YOUR SUPPLIER FOR A FULL REFUND.


1. License. If you have purchased a license to the Software, Utility Software LLC ("USLLC") grants you a non-exclusive right and license to use the Software (the Operator Assisted Sewer Information System - "OASIS") and the related documentation (the "Documentation") as set forth in this Agreement.

You may use the Software on the server and all workstations and laptops owned and operated by a single public agency engaged in the operations and maintenance of a wastewater collection system(s). The software may be operated by the agency's personnel, contract operators, or consultants at the agency's business work sites. This license does not include the off-site use of the Software by consultants or anyone else. However, use of data files generated by the Software is not restricted.

The granting of this license - including the site license provisions described above - does not modify or supersede the conditions and restrictions of the license granted by Microsoft Corporation for the possession and use of Microsoft Access, a database software program that must be present on a computer(s) operating the Software (the Operator Assisted Sewer Information System - "OASIS").

WHERE APPLICABLE, AS DEFINED BY MICROSOFT CORPORATION'S LICENSING OF RUNTIME AND NON-RUNTIME VERSIONS OF MICROSOFT ACCESS, YOU MUST SEPARATELY OBTAIN - AT YOUR SOLE EXPENSE - THE CORRECT NUMBER OF LICENSED COPIES OF MICROSOFT ACCESS REQUIRED TO BE IN COMPLIANCE WITH THE MICROSOFT LICENSING AGREEMENT.

You may make a single copy of the Software for backup and archival purposes only provided that any copy must contain all proprietary notices included in the original. You may use the Documentation to assist in your use of the Software. You own the media on which the Software is recorded (if any), but not the Software itself, the Documentation, or any copy of it. This license is not a sale of the original or any copy of the Software.

If you have obtained a trial version version of the Software, and have not purchased a license to the Software, USLLC grants you a non-exclusive license to use the trial version version of the Software free of charge with the inherent limitations built into the trial version. You may duplicate and transfer the trial version software to others as long it remains free of charge to the recipient(s). You may not sell any copies of the trial version version to anyone. USLLC disclaims all liability and responsibility for any loss of data or other information which may occur as a result thereof.


2. Copying, Transferring or Modifying Software. The Software contains copyrighted material, trade secrets and other proprietary intellectual property. You may not permit concurrent use of the Software unless each user has an applicable license. You may not permit other individuals to use the Software except under the terms listed above. You may not decompile, disassemble, reverse-engineer or otherwise display the Software in human-readable form. You may not modify, translate, rent, lease, distribute or lend the Software, and you may not sell to others the right to use the Software on your computer. You may not remove any proprietary notices or labels on the Software. You may not copy, transfer, transmit, sublicense or assign this license or the Software except as expressly permitted in this Agreement. You agree that the terms of this paragraph apply to the Software or any portion thereof, whether owned by USLLC or USLLC's licensors, including - without limitation - Microsoft Corporation.


3. Term. If you have purchased a license to the Software, this Agreement and license are effective from the time you accept the terms of this Agreement until this Agreement is terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately and without further notice if you fail to comply with any provision of this Agreement. All obligations of confidentiality and restrictions on use, and all other provisions that may reasonably be interpreted to survive termination of this Agreement, will survive termination of this Agreement for any reason. Upon termination, you agree to destroy all copies of the Software.


4. Limited Warranty. If you have purchased a license to the Software, if the Software is delivered using a computer storage media such as a CD ROM or diskette, USLLC warrants that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for ninety (90) days from the date you received the Software, as shown by your receipt. This warranty is limited to you and is not transferable. This warranty does not cover damage caused by improper use or neglect. USLLC's entire liability and your exclusive remedy shall be, at USLLC's option (i) to replace the defective media; (ii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) to refund the license fee you paid for the Software.

If you have obtained a trial version version of the Software, and have not purchased a license to the Software, USLLC makes no warranties of any kind with respect to the media (if any) on which the Software is furnished, and such media is provided "as is" and without warranties of any kind.




5. Warranty Disclaimers. THE SOFTWARE, THE DOCUMENTATION AND (EXCEPT AS PROVIDED IN SECTION 4) THE MEDIA UPON WHICH THE SOFTWARE IS RECORDED (IF ANY) ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The entire risk as to the quality and performance of the Software and the Documentation is with you. Should the Software or the Documentation prove defective, you (and not USLLC or its distributors, licensors or dealers) assume the entire cost of all necessary servicing or repair.

USLLC does not warrant that the functions contained in the Software will meet your requirements or operate in the combination that you may select for use, that the operation of the Software will be uninterrupted or error free, or that defects in the Software will be corrected. No oral or written statement by USLLC or by a representative of USLLC shall create a warranty or increase the scope of this warranty.

USLLC DOES NOT WARRANT THE SOFTWARE AGAINST INFRINGEMENT OR THE LIKE WITH RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT THAT THE SOFTWARE DOES NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNATED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE OR DATA, OR TO PERFORM ANY OTHER SUCH ACTIONS.

Any warranties that by law survive the foregoing disclaimers shall terminate ninety (90) days from the date you received the Software as shown by your receipt.


6. Limitation of Liability. YOUR SOLE REMEDIES AND USLLC' S ENTIRE LIABILITY ARE SET FORTH ABOVE. IN NO EVENT WILL USLLC OR ITS DISTRIBUTORS OR DEALERS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE SOFTWARE, THE INABILITY TO USE THE SOFTWARE, OR ANY DEFECT IN THE SOFTWARE, INCLUDING ANY LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You agree that USLLC and its distributors and dealers will not be liable for defense or indemnity with respect to any claim against you by any third party arising from your possession or use of the Software or the Documentation.
In no event will USLLC's total liability to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount you paid for this product.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, AND SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.


7. Export Control Laws. You agree to comply with all laws, rules and regulations applicable to the export of the Software or the Documentation. Specifically, you shall not export, re-export or transship the Software or the Documentation, or the direct product thereof, in violation of any United States laws and regulations which may from time to time be applicable. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, Serbia, Montenegro, North Korea, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Order. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.


8. High Risk Activities. The Software is not fault-tolerant and is not designed,manufactured or intended for use or resale as online equipment control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control,direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. USLLC and its suppliers specifically disclaim any express or implied warranty of fitness for any high risk uses listed above.


9. Government Restricted Rights. For units of the Department of Defense, use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013.
If the Commercial Computer Software Restricted rights clause at FAR 52.227-19 or its successors apply, the Software and Documentation constitute restricted computer software as defined in that clause and the Government shall not have the license for published software set forth in subparagraph (c)(3) of that clause.

The Software (i) was developed at private expense, and no part of it was developed with governmental funds; (ii) is a trade secret of USLLC (or its licensor(s)) for all purposes of the Freedom of Information Act; (iii) is "restricted computer software" subject to limited utilization as provided in the contract between the vendor and the governmental entity; and (iv) in all respects is proprietary data belonging solely to USLLC (or its licensor(s)).

10. Governing Law and Interpretation. This Agreement shall be interpreted under and governed by the laws of the State of California, without regard to its rules governing the conflict of laws. If any provision of this Agreement is held illegal or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions of this Agreement shall remain in effect and the invalid provision deemed modified to the least degree necessary to remedy such invalidity.


11. Entire Agreement. This Agreement is the complete agreement between USLLC and you and supersedes all prior agreements, oral or written, with respect to the subject matter hereof.

 


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