1) You qualify for this Licensed Software Upgrade based on the criteria previously set by Don Johnston Incorporated.

2) You are installing this Licensed Software Upgrade on the same number of computers as individual licenses you already own.

3) You may make one copy of the Licensed Software Upgrade in machine-readable form for backup purposes only, unless your license contract states otherwise.

4) You will not permit any individual or other entity other than the purchaser or purchasing entity to use the Licensed Software.

Please read the terms of this license carefully. It is important for you to continue to follow all of the rules of your license contract. It is important for you to continue to follow all of the rules of your license contract.

 

 

©2009. Don Johnston Incorporated. All rights are expressly reserved by the copyright owner. Each version of the software, including all such corresponding demonstrations, trials, and the like (referred to herein as “Software”) is protected under the copyright laws of the United States and other countries. Any unauthorized reproduction, modification, or distribution of such material is strictly prohibited and may subject the offender to civil liability and severe criminal penalties (Title 17, United States Code, Sections 501 and 506).

Don Johnston Incorporated Upgrade Download License Agreement (referred to herein as “License Agreement”) for the Software.

PLEASE READ ALL THE TERMS OF THIS LICENSE AGREEMENT CAREFULLY AND IN THEIR ENTIRETY BEFORE ACCEPTING THIS LICENSE AGREEMENT. BY SELECTING THE “I ACCEPT THE LICENSE AGREEMENT” OPTION BELOW YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DON JOHNSTON INCORPORATED FOR THE SOFTWARE PUBLISHED BY DON JOHNSTON INCORPORATED. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS LICENSE, PLEASE SELECT THE “I DO NOT ACCEPT THE LICENSE AGREEMENT” OPTION BELOW OR USE YOUR BROWSER’S BACK BUTTON TO EXIT THIS PAGE.

IF YOU ARE DOWNLOADING THE SOFTWARE FROM THE WEBSITE OF DON JOHNSTON INCORPORATED, BY ACCEPTING, DOWNLOADING, AND USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO ALL THE TERMS OF THIS LICENSE AGREEMENT, PLEASE DO NOT ACCEPT, INSTALL, OR USE THE SOFTWARE.

1. General; Definitions

This License applies to the Software and related documentation owned by Don Johnston Incorporated (referred to herein as “DJI”) and which is made available subject to the terms of this License Agreement, referred to as (“Licensed Software”). As used in this License:

1.1    You" or "Your" means an individual or entity exercising or securing rights under this License.

2. Permitted Uses; Conditions & Restrictions
Subject to the terms and conditions of this License, DJI hereby grants You, effective on the date You accept this License and download the Licensed Software, a non-exclusive, world-wide, non-transferable, non-assignable license to use DJI's Licensed Software only and to do the following:

2.1   You may use the Licensed Software and related documentation, regardless of the media on which it is distributed, provided that You also meet all of these conditions:

(a) You may make one copy of the Licensed Software in machine-readable form for backup purposes only. If You do make a backup copy, You must also reproduce on the backup copy DJI’s copyright notice and any other proprietary legends that are on the original copy of the Licensed Software;

(b) Updates. DJI may update the Licensed Software at any time and, when this occurs, DJI may send an electronic notice of the update to You at the e-mail address You provide during the download of the Licensed Software. If so, You agree that the e-mail address You provide shall at all times be owned and active by You. Should this change, You agree to immediately notify DJI and provide a new e-mail address that may be used by DJI.  To receive the updates to the Licensed Software, You will need to re-download the Licensed Software from a website designated by DJI; and

(c) You qualify for this Licensed Software Upgrade based on the criteria set by Don Johnston Incorporated

2.2 Restrictions. The Licensed Software is confidential and copyrighted. No right, title or interest in or to the Licensed Software or any trademark, service mark, logo or trade name of DJI is granted under this agreement. The Licensed Software contains confidential and copyrighted material, trade secrets and other proprietary material.  The Licensed Software is also protected by International copyright treaties and laws as well as other intellectual property laws. In order to protect these rights, except as permitted herein or by applicable legislation, You are expressly prohibited from the following:

(a) permit any individual or other entity other than You or the purchasing entity from using the Licensed Software;

(b) copy the Licensed Software except as permitted in Sections 2.1(a);

(c) decompile, reverse engineer, disassemble, translate, or otherwise reduce the Licensed Software to another computer language or human-perceivable form;

(d) assign, sublicense, encumber, modify, network, rent, lend, loan, sell, lease, distribute, reproduce, or prepare or create derivative works based on the Licensed Software in whole or in part or transfer, attempt to transfer, publish, disclose, display, or otherwise make available the Licensed Software to others or copies thereof;

(e) tamper with any proprietary notices or marks in the Licensed Software;

(f) use the Licensed Software for any purpose other than the intended use;

(g) You may not use the Licensed Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

3. Customer Service

(a) (a) DJI shall make customer service available to You by e-mail or telephone as set forth at the following web address: www.donjohnston.com/support

4. Protection and Security

The Licensed Software contains copyrighted material, trade secrets and other proprietary material.  In order to protect these rights, except as permitted by applicable legislation, You agree to use best efforts and to take all reasonable steps to safeguard the Licensed Software and related documentation to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form shall be made. You acknowledge that the Licensed Software and the related documentation contain valuable, confidential information and trade secrets and that unauthorized use and/or copying are harmful to DJI.

5. Duty to Back Up Data

IT IS YOUR RESPONSIBILITY TO MAINTAIN PERIODIC BACKUP COPIES OF ALL DATA AND PROGRAMS USED IN CONJUNCTION WITH THE LICENSED SOFTWARE TO PREVENT CATASTROPHIC LOSS.


6. Responsibility

YOU HAVE AND AGREE TO SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE LICENSED SOFTWARE AND WILL NOT MAKE A CLAIM AGAINST DJI FOR LOST DATA, INACCURATE OUTPUT AND LOST PROFITS FROM USE OR MODIFICATION OF THE LICENSED SOFTWARE. YOU AGREE TO HOLD DJI HARMLESS FROM ANY CLAIMS BASED ON USE OR MODIFICATION OF THE LICENSED SOFTWARE.

7. Disclaimer of Warranty on Software

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE LICENSED SOFTWARE IS AT YOUR SOLE AND ENTIRE RISK.  YOU ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE LICENSED SOFTWARE AND AGREE NOT TO USE THE LICENSED SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY, OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR. THE LICENSED SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND DJI EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  DJI DOES NOT WARRANT INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED SOFTWARE  WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PREFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY YOU.  FURTHERMORE, DJI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE LICENSED SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DJI OR DJI'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR  IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.  SHOULD THE LICENSED SOFTWARE PROVE DEFECTIVE, YOU (AND NOT DJI OR DJI'S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL DJI, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL DAMAGES, OR OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OTHER PECUNIARY LOSS, AND THE LIKE) ARISING OUT OF OR RELATING TO THIS LICENSE OR YOUR USE, MODIFICATION, PRODUCTION, DELIVERY, MISUSE OR INABILITY TO USE THE LICENSED SOFTWARE OR RELATED DOCUMENTATION, OR ANY PORTION THEREOF, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF DJI OR DJI'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  IN NO EVENT SHALL DJI’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (whether in contract, tort (including negligence) or otherwise) EXCEED THE PRICE PAID BY YOU FOR THE SOFTWARE. YOU AGREE TO BEAR ALL COSTS RESULTING FROM THE USE OF THE LICENSED SOFTWARE.

9. Trademarks

This License does not grant any rights to use any trademarks, service marks, logos or trade names belonging to DJI (collectively "DJI Marks").

10. Ownership

DJI retains all rights, title and interest in and to its intellectual property, the Licensed Software and related documentation, and any copies or updates of the Licensed Software.  This License does not grant You any rights except as expressly provided in Section 2.

11. Termination

This License and the rights granted hereunder will terminate:

(a) at any time if You destroy the Licensed Software, related documentation, and all copies thereof;

(b) automatically without notice from DJI if You fail to comply with any term(s) of this License;

(c) automatically without notice from DJI if You fail to comply with any term(s) of this License and, where applicable, fail to cure such breach within 30 days of becoming aware of such breach; or

(d) immediately in the event of the circumstances described in Section 13.3(b).


12. Effect of Termination

Upon termination, You agree to immediately stop any further use of the Licensed Software and destroy all copies of it that are in your possession or control. Provisions which, by their nature, should remain in effect beyond the termination of this License shall survive, including but not limited to Sections 7, 8, 9, 10, 12 and 13.  No party will be liable to any other for compensation, indemnity or damages of any sort solely as a result of terminating this License in accordance with its terms, and termination of this License will be without prejudice to any other right or remedy of any party.

13. Miscellaneous

13.1 Relationship of Parties. This License will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among You and DJI, and You will not represent to the contrary, whether expressly, by implication, appearance or otherwise.

13.2 Waiver; Construction. Failure by DJI to enforce any provision of this License will not be deemed a waiver of future enforcement of that or any other provision. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this License.

13.3 Severability. (a) If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License will be enforced to the maximum extent permissible so as to affect the economic benefits and intent of the parties, and the remainder of this License will continue in full force and effect. (b) Notwithstanding the foregoing, if applicable law prohibits or restricts You from fully and/or specifically complying with Section 2 or prevents the enforceability of this Section, this License will immediately terminate and You must immediately discontinue any use of the Licensed Software and destroy all copies of it that are in Your possession or control.

13.4 Governing Law. Both parties agree that any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be interpreted, enforced, and governed by the laws of the State of Illinois.  Both parties further agree that venue shall be in and exclusive jurisdiction shall reside with the Circuit Court of Lake County, Illinois and/or the Northern District of Illinois, Eastern Division.

13.5 Entire Agreement. This License constitutes the entire agreement between DJI and You and supersedes any and all prior or contemporaneous understandings or agreements, whether written or oral. Except as expressly set forth herein, the parties make no warranties, representations, covenants, or agreements, express or implied.  This license agreement shall not be modified except by a written agreement executed by an authorized representative of DJI and You.

13.6 General. DJI reserves the right to revise the above provisions at any time.

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