You agree to promptly notify Intergraph of any unauthorized use, repair or modification, or misuse of the SDK, as well as any suspected defect in the SDK delivery media.
Intergraph shall have the right, during Your normal business hours, to audit Your use of the SDK and Your compliance with the provisions of this License Agreement.
Intergraph will provide You with thirty 30 days prior written notice of an audit. The right of audit shall be limited to twice per calendar year. T he cost of the audit shall be paid by Intergraph unless the results of the audit indicate that You have underpaid fees to Intergraph, in which case, You agree to promptly pay Intergraph any differences in such fees associated with your use that exceeds the license rights granted to you by the License Agreement, and You further agree to bear all costs associated with the audit.
If the SDK is licensed, purchased, or obtained, directly or indirectly, by or on behalf of a unit or agency of the United States Government, then this Section Intergraph and any applicable third party software manufacturer s are the manufacturer.
Export Restriction. Export Administrations Act. Diversion contrary to United States law is prohibited. To any entity if you know, or have reason to know, the end use is related to the design, development, production, or use of missiles, chemical, biological, or nuclear weapons, or other unsafeguarded or sensitive nuclear uses.
To any entity if you know, or have reason to know, that an illegal reshipment will take place. Intergraph considers such Confidential Information to be proprietary and confidential. To the extent that any provision in this section is in conflict with any other terms or conditions in this License Agreement, this section shall supersede such other terms and conditions with respect to the Beta Software, but only to the extent necessary to resolve the conflict.
You shall not use any Beta Software Information for any reason or purpose other than as necessary for Beta Testing. You agree to make no other use of the Beta Software Information or to incorporate any Beta Software Information into any work or product. You acknowledge that the Beta Software is a pre-release, beta version, does not represent final product from Intergraph, and may contain bugs, errors and other problems that could cause system or other failures and data loss. You may use the Beta Software only for evaluation and testing and not for general production use.
You acknowledge that Intergraph has not promised or guaranteed to you that Beta Software or any portion thereof will be announced or made available to anyone in the future, Intergraph has no express or implied obligation to You to announce or introduce the Beta Software and that Intergraph may not introduce a product similar to or compatible with the Beta Software.
Accordingly, You acknowledge that any research or development that You perform regarding the Beta Software or any product associated with the Beta Software is done entirely at Your own risk. During the term of this License Agreement, if requested by Intergraph, You will provide feedback to Intergraph regarding Beta Testing, including error or bug reports.
Upon receipt of a later unreleased version of Beta Software or release by Intergraph of a publicly released commercial version of the SDK, You agree to return or permanently destroy all earlier Beta Software received from Intergraph. Governing Law; Venue and Jurisdiction. This License Agreement shall for all purposes be construed and enforced under and in accordance with the Laws of the State of Alabama and shall have been deemed to have been accepted in Madison, Alabama, United States.
You and Intergraph agree to submit to the jurisdiction of and agree that venue is proper in these courts for any such legal action or proceedings. This License Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Waiver of Jury Trial. Intergraph and you Each hereby waive, to the fullest extent permitted by applicable law, any right either may have to a trial by jury for any legal proceeding arising, directly or indirectly, out of or relating to this eula. Both intergraph and you I certify that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver; and II acknowledge that both intergraph and you have been induced to enter into this LICENSE AGREEMENT by, among other things, the mutual waivers and certifications in this waiver of jury trial.
Injunctive Relief; Cumulative Remedies. In addition to the termination right set forth above, You acknowledge that Intergraph will be irreparably harmed if You breach this License Agreement or infringe or otherwise violate the intellectual property rights of Intergraph, that damages or other remedies at law would be inadequate, and that Intergraph shall be entitled to equitable relief, including temporary restraining orders and preliminary and permanent injunctive relief against any such breach or violation, without any requirement of bond or other security.
Governing Language. The controlling language of this License Agreement is English. If you received a translation of this License Agreement into another language, it has been provided for your convenience only. Entire Agreement. This License Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussion s between them.
No modification of or amendment to this License Agreement, nor any waiver of any rights under this License Agreement, will be effective unless set forth in writing signed by officers of both parties hereto. Any notice to Intergraph required or permitted by this License Agreement shall be in writing and either delivered by hand or sent by prepaid, registered or certified mail, return receipt requested, or by nationally recognized overnight courier service, addressed to Intergraph Corporation, attention: Hexagon Geospatial Divisional Counsel, Intergraph Way, Madison, AL, USA.
Assignment and Binding Effect. You may not transfer or assign Your rights or obligations under this License Agreement without the prior written consent of Intergraph. This License Agreement will be binding upon and inure to the benefit of the parties hereto, and to Intergraph's successors and assigns and Your permitted successor and assigns, if any. Partial Invalidity. If any provision of this License Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.
No Waiver. No waiver of any term or condition of this License Agreement will be valid or binding on either party unless the same will have been mutually assented to in writing by an officer of both parties. Intergraph's decision at any time to refrain from enforcing any of the provisions of the License Agreement, or the failure to require at any time performance by You of any of the provisions of this License Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of an effort by Intergraph to enforce each and every such provision thereafter.
Headings are provided for convenience but are not part of this License Agreement. Words in the plural have the same meaning as words in the singular, except multiplied.
Defined conjugate verbs have the same meaning as the defined derivative, modified as appropriate in context. For example, Decoding has similar meaning to the defined term Decode. You shall provide clear notice to end users before or at the time of delivery of the Desktop Application that the Desktop Application contains technology owned by Intergraph. You may include in the EULA additional notices or other provisions, so long as they are no less protective of Intergraph than the terms set forth below.
Add ed:. Support for Microsoft Visual Studio Run-time platform support for Microsoft Windows Server Removed support for Microsoft Visual Studio Licensing information.
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