1. License Grant.
Subject to the terms and conditions of this EULA, Licensor hereby grants
Licensee a fully paid-up, nontransferable, nonexclusive license during the Term
of this EULA to use the Software: (1) on
a single computer, (2) by no more than one user at any one time, (3) in
connection with Academic Education, (4) by students, instructors and staff
associated with Licensee's Academic Education, and (5) in the Territory.
Licensee shall pay to Licensor or its reseller the license fee as set
forth in the purchase agreement for the Software.
3. Activation, Back-ups and Returns. Upon receipt of the consideration, Licensor
shall issue to Licensee a software key to allow Licensee to activate the
Software which is available for downloading from the Prepar3D Website.
One Back-up Copy.
Licensee may make one copy of the Software for backup purposes only,
provided that such copy shall include the following marking and copyright
Copyright © 2010-2014, Lockheed
License terms apply.
All Rights Reserved.
License may return the Software for whatever reason, or no reason, at
any time within 60 days of the date of this EULA, in accordance with Licensor's
return policy as provided at the Prepar3D
Website. Upon such return,
Licensee shall return or destroy all copies of the Software, and all tangible
4. License Restrictions. Licensee shall not do or allow to be done,
either directly or indirectly, any the following:
Reverse engineer, decompile, disassemble or otherwise reduce the
Software to a human-readable form (e.g., source code).
Modify. Modify, adapt or
translate the Software, including without limitation any watermarks embedded in
the Software or on the Documentation identifying the Software and Documentation
as licensed for academic use only.
Publish or otherwise disclose the Software for others to copy.
Sell, assign, sublicense, rent, lease, lend or otherwise transfer,
either in whole or in part, the Software, this EULA, any software key issued by
Licensor to Licensee, or any right or obligation of Licensee under this EULA.
Transmit or Avoid.
Electronically transmit the Software from one computer to another or
over a network, or use the Software in connection with any hardware or software
that reduces the number of computers or users that directly access or use the
Software, in any manner that would avoid any limitation or restriction in this
Non-Academic Use. Use
the Software outside the scope of the license grant as provided in Section 1.
5. Ownership and Rights. This EULA does not constitute, and shall not
be deemed to constitute, a transfer, assignment or any other form of alienation
by Licensor of any of Licensor's rights, title, and interests, either in whole
or in part, in the Software, including without limitation ownership and title. Licensor retains all rights not specifically
granted to Licensee under this EULA.
6. Limited Warranty
warrants that, for a period of 60 days after the date of delivery of the
Software and Documentation, the Software as delivered
and when installed on hardware meeting Licensor's specifications, shall perform
substantially in accordance with the functions described in the Documentation
and the media on which the Software is supplied by Licensor shall be free from
defects in materials and workmanship. This warranty does not cover (1)
insignificant defects that do not prevent use of the Software, (2) Software
failures due to inherent deficiencies in operating systems, third party
software or hardware, and (3) damage resulting from accident, abuse or
OTHER THAN AS PROVIDED
IN THE IMMEDIATELY PRECEEDING PARAGRAPH, THE SOFTWARE AND DOCUMENTATION IS
PROVIDED "AS-IS" WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER, AND
LICENSOR DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INTERFERENCE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
LICENSOR DOES NOT
REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET USE REQUIREMENTS OR OPERATE
UNINTERRUPTED OR ERROR-FREE.
LICENSOR DISCLAIMS ANY
AND ALL REPRESENTATIONS RELATING TO THIRD PARTY OPEN SOURCE SOFTWARE WHICH IS
EMBEDDED IN THE SOFTWARE.
Licensee's exclusive remedy and licensor's entire liability for breach
of this EULA shall be limited, at licensor's sole and exclusive discretion, to:
(i) replacement of any defective Software or Documentation; or (ii) refund of
the consideration paid to Licensor as provided in this EULA in accordance with
Licensor's refund policy as provided at the Prepar3D Website.
Limitations and Exclusions. Licensor's liability for any and all claims,
costs, damages, losses, liability or expenses from any cause whatsoever shall be limited to the consideration
received by Licensor from Licensee as provided in this EULA. This limitation shall apply regardless of the
claim and regardless of the form of action.
In no event shall Licensor be liable for any damages caused by
Licensee's failure to perform under this License. Licensor shall not be liable for any
indirect, special, incidental, consequential or punitive damages, including
without limitation loss of revenue or profits, loss of data, loss of
utilization, business interruption, loss of business or opportunities,
regardless of whether Licensor knows of or has been advised of the possibility
of such damages and regardless of whether any remedy fails of its essential
purpose. Licensor shall not be liable
for any damages claimed by Licensee based on any third party claim.
8. Licensee Responsibility and Indemnity.
8.1 Responsibility. Licensee accepts the sole and exclusive
responsibility for: (1) selection, installation and use of the Software; (2)
the results obtained from such use; and (3) the selection and use of, and the
results obtained from, any other computer software, computers, other equipment or
services used with the Software.
Licensee shall pay directly or reimburse Licensor for all taxes,
assessments, permits and fees which are, or may be in Licensor's reasonable
opinion, levied upon the Licensee's execution or acceptance of this EULA or use
of the Software, exclusive of any income taxes owed by Licensor on its net
8.2 Indemnification. Licensee expressly agrees to indemnify and
hold licensor and each of its directors, officers, employees and agents
harmless from and against any and all claims or remedies, suits, actions,
liabilities and damages, whether in tort (and whether or not arising from the
negligence of licensor), in contract or otherwise, including costs and expenses
and attorney's fees incident thereto, which may be suffered by, accrued
against, charged to or recoverable from licensor or any of its directors,
officers, employees and agents by reason of Licensee's use of the Software or
Documentation, including without limitation; (1) licensor's enforcement of
licensor's rights under this EULA; (2) injury to or death of any person or loss
or damage to property (tangible or intangible) arising from (but not limited
to) use of the Software or Documentation, or any products or services derived
9. Government Use.
9.1 This Article 9 applies whenever the
Licensee is the U.S. federal government, or any prime contractor or
subcontractor (at any tier) under any contract, grant, cooperative agreement,
or other activity with the U.S. federal government. By accepting delivery of the Software, the Licensee
agrees that the Software and Documentation is "commercial" computer
software and documentation within the meaning of the applicable acquisition
regulations (e.g., FAR 2.101 or DFARS 227.7202-3). The terms and conditions of this Article
shall pertain to the Licensee's use and disclosure of the Software and
Documentation, and shall supersede any conflicting contractual terms or
9.2 The Software and Documentation is a work
with all rights reserved under the copyright laws of the United States.
9.3 Sections 8.2, 13.5 and 13.6 of this EULA
shall not apply to the U.S. federal government but shall continue to apply to
prime contractors and subcontractors of the U.S. federal government.
9.4 Disputes with the U.S. federal government
shall be subject to resolution pursuant to the Contract Disputes Act of 1978,
9.5 All other provisions of this EULA remain in
10.1 Breach. Either party may terminate this EULA for
failure of the other to comply with any of the terms and conditions of this
10.2 Return of Copies. Upon the termination of this EULA, Licensee
shall return to Licensor or destroy all copies of the Software, and all
tangible embodiments thereof.
10.3 Termination of Licenses. Termination of this EULA shall serve to
terminate all licenses granted by Licensor under this EULA.
11. No Maintenance.
Licensor is not responsible for and shall not owe any obligation to
Licensee to provide any additional software, or any translations, maintenance,
upgrades, supplements, improvements or any "add-ons" to the Software or
12. Compliance. Licensee
agrees to comply with all applicable federal, state and municipal statutes,
ordinances, rules and regulations, including, without limitation, the rules and
regulations under the U.S. Export Administration Act and the U.S. Foreign
Corrupt Practices Act, as the same may be amended from time to time.
Waiver. Any waiver of
any breach of this EULA shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other provision of this EULA.
any provision of this EULA is declared or found to be illegal, unenforceable or
void, then both Licensor and Licensee shall be relieved of all obligations
arising under such provision, but only to the extent that such provision is
illegal, unenforceable or void. In any
such event, it is the intent and agreement of Licensor and Licensee that this
EULA shall be deemed amended by modifying such provision to the minimum extent
necessary to make it legal and enforceable while preserving its intent or, if
that is not possible, by substituting therefore another provision that is legal
and enforceable and achieves the same objective. If the remainder of this EULA shall not be
affected by the declaration or finding and is capable of substantial performance,
then each provision not so affected shall be enforced to the extent permitted
Entire Agreement. This
EULA, constitutes the entire agreement of Licensor and Licensee with respect to
the subject matter of this EULA, superseding in all respects any and all prior
proposals, negotiations, understandings, writings, communications and
agreements, whether oral or written, between Licensor and Licensee. If there is a conflict between this EULA and
any exhibit or appendix attached hereto, such exhibit or appendix shall
Headings in this EULA are for convenience only and shall not be deemed
to be legally binding text. Singular and
plural terms shall be deemed interchangeable, unless the context otherwise
Applicable Law and Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT MAY
DICTATE A CONTRARY RESULT. THE UNITED
NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE
UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, AND ANY ADAPTATIONS THEREOF
ADOPTED BY ANY JURISDICTION, SHALL NOT APPLY.
WITH RESPECT TO ACTIONS ARISING UNDER THIS AGREEMENT, EACH OF LICENSOR
AND LICENSEE HEREBY: (1) SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT SEATED IN ORLANDO, FLORIDA AND ENCOMPASSING SUCH CITY IN ITS TERRITORIAL
JURISDICTION; AND (2) WAIVE ANY CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT
Limitation on Actions.
No action, regardless of form, arising out of this EULA may be brought
more than two (2) years after such cause of action has arisen.
14. Definitions. For purposes of this
"Academic Education" means education programs for elementary through
undergraduate students in fundamental academic disciplines such as science,
technology, engineering and math, including history and social sciences related
thereto, but NOT in connection with professional training or certification of
any kind, including, but not limited to, military training, emergency responder
training, commercial flight training, private pilot training, air traffic
control training, airport ground control/logistics training, driver training or
"Documentation" means all
documents, made available by Licensor to Licensee pertaining to the Software,
including all amendments or updates thereto made or provided by or on behalf of
"Prepar3D Website" means the website at http://www.prepar3d.com/
or at any successor uniform resource locator designated by Licensor.
means Licensor's computer program client application known as Prepar3D®, as more particularly described
at the Prepar3D Website on the
date of this Agreement, including, without limitation: (1) the operating
executable software; (2) any related instructions or statements in
machine-readable form; (3) any database in machine-readable form; and (4) any
and all copies of the foregoing.
means the period of time commencing on the date of Licensee's electronic agreement to be bound by the terms and
conditions of this EULA, and ending on the date of termination, if any,
as provided in Section 10.1.
means the State(s), Territory(ies), or governmental subdivision(s) thereof in
which and by which Licensee is licensed, chartered or otherwise accredited to
provide Academic Education.
whether in initial capitalized form or not and including any form of such word
as a noun or a verb, as relates to the Software, means: (1) copying of same
into a computer for processing; (2) storing of same in a computer; (3)
transmission of same through a computer; (4) display of same on a computer;
and/or (5) processing of same by a computer.