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AVPA TERMS

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LICENSE AGREEMENT

WARNING: Unauthorized duplication, reproduction or distribution of an AVPA product or program, delivered to you, or any portion of it, may result in severe criminal and civil penalties, and may be prosecuted to the maximum extent possible under law.

LICENSE AGREEMENT: The following is a fully enforceable Software Agreement between you as the software program user or customer (Customer), and AV Programming Associates, Inc (AVPA), the provider. This exclusive License Agreement (Agreement) governs your use of an AVPA software product or products (Software). Your use of AVPA's delivered product indicates you have read this Agreement, and you agree to be bound by the terms and conditions herein.

GRANT OF LICENSE: This License permits one (1) copy of the Software included in your package to be used solely by and for the specific Customer and application for which it was written, although one (1) additional copy for backup purposes is authorized.

TECHNOLOGY OWNERSHIP: Customer acknowledges that AVPA grants this license to use the various development tools, routines, subroutines and other programs, graphics, data and materials that may be included in the Software provided. This material is referred to as "Background Technology" which includes, but is not limited to the items provided in the product delivered to you. Customer understands and acknowledges that AVPA owns and retains all rights in the Background Technology.

SOURCE CODE ACCESS: Customer agrees that the Software developed under this Agreement is delivered to Customer in machine-readable form, as installed on the control system hardware. AVPA will maintain a copy of the source code version of the Software and associated documentation, in a secured environment for one year. AVPA may provide to Customer, upon request, one (1) copy of the source code to support use of the Software, at AVPA's discretion.

COPYRIGHT: The software product contained in any package delivered to you the customer, is owned by AVPA and is protected by United States copyright laws, international treaty provisions, and all other applicable laws. No permission to distribute the software, including code, modules, GUI/graphics, written materials or any parts or portions may be modified, published, reused, copied, sublicensed, resold, or otherwise made available for use or distribution in whole or in part, is granted by this Agreement, as this Software product contains unique, trade secret, confidential, and proprietary information. Customer may not reverse engineer, decompile, disassemble, modify, reprogram, or make a derivative work of any portion of the Software product, including any written material. However, Licensee is granted permission to modify Software to be used solely by and for the specific Customer and application for which it was written.

WARRANTY

LIMITED WARRANTY: AVPA warrants that commencing from the date of delivery to Customer and continuing for a period of one hundred & eighty days (180) days that (a) the Software furnished will be free of defects in workmanship under normal use; and (b) the Software substantially conforms to the project specifications agreed to between AVPA and the Customer. All Software is provided AS IS. This limited warranty is non-transferable. AVPA does not warrant any equipment, system or network on which the Software is used, or the overall operation of the system.

RESTRICTIONS: This warranty is voided if the Software (a) has been altered, except by AVPA (b) has been installed on an unintended system (c) is operated in an unintended manner

NO OTHER WARRANTIES: AVPA disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the Software and any accompanying written materials. This Limited Warranty gives Customer specific legal rights. Customer may have other rights Customer agrees to investigate.

TERMS & CONDITIONS

NO LIABILITY FOR CONSEQUENTIAL DAMAGES: In no event shall AVPA, be liable for any damages whatsoever to equipment, loss of use, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss arising out of the use, or inability to use, the Software, even if AVPA has been advised of the possibility of such damages.

APPLICABLE LAW; DISPUTE RESOLUTION: The laws of the State of California govern the interpretation of this Agreement and any dispute relating to it is to be resolved by mediation with a retired judge of the Superior Court, within San Diego County, California. In the event of non-settlement thereto, this Agreement shall be resolved in the Superior Court of the State of California, North County Judicial District in San Diego County, California.

U.S. GOVERNMENT RESTRICTED RIGHTS: Software and documentation is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. government is subject to restrictions as set forth in Subparagraph (c)(1)(ii) of the Rights in Technical Data and (3) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable, and any amendments thereto. The Manufacturer is: AV Programming Associates, Inc.

DISCLAIMER: AVPA is a Crestron Authorized Independent Programming (CAIP) group and is not an employee, agent, or representative of Crestron.

GENERAL TERMS AND CONDITIONS: Written acceptance of our Quotation and an initial payment is required to begin work, and fees may be based on "products and services provided" or "time and materials" or a combination thereof, as indicated to the Customer. Customer may be responsible for all AVPA's personnel's time, parts, miscellaneous project related expenditures, and travel expenses. Balances outstanding after 15 days from date of invoice will be considered delinquent, after 30 days for which interest at 12% per annum applies to the delinquent amount thereafter.

AVPA Terms v1.1 - Last Updated 04/23/08

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