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Software License Agreement

Navo™ — Desktop Edition

This Software License Agreement (“Agreement”) is made and entered into as of the date of download of the Software (“Effective Date”) by and between Dimensional Insight, Inc., a Massachusetts corporation with its principal place of business at 60 Burlington Mall Rd., Suite 210, Burlington, MA 01803 (“Licensor”), and the individual or entity downloading the Software (“Licensee”).

By downloading, installing, or using the Software, Licensee agrees to be bound by all terms of this Agreement.

  1. DEFINITIONS

1.1 “Software” means Licensor’s Navo™ desktop application, including any fixes, updates, or enhancements Licensor provides, and all related Documentation.

1.2 “Documentation” means the videos and/or other materials Licensor furnishes with the Software.

1.3 “Effective Date” means the date Licensee first downloads, installs, or accesses the Software.

  1. LICENSE GRANT

Subject to the terms herein, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to install and use one (1) copy of the Software on a computer owned or controlled by Licensee solely for Licensee’s internal business purposes.

All right, title, and interest in and to the Software and Documentation shall remain with Licensor, and Licensee acknowledges that no right, title, or interest in or to the Software or Documentation is granted under this Agreement other than the specific license granted herein. Licensee shall do nothing inconsistent with Licensor’s title to the Software and Documentation.

    1. LICENSE RESTRICTIONS

    3.1 Licensee shall not (and shall not allow any third party to):

    (a) place the Software in the possession or under the control of any person other than an employee or agent of the Licensee;

    (b) use the Software for any unlawful, infringing, or unauthorized purpose;

    (c) copy, modify, adapt, translate, or create derivative works of the Software or Documentation;

    (d) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, except to the limited extent such activity is expressly permitted by applicable law notwithstanding this limitation;

    (e) sell, sublicense, lease, lend, distribute, or otherwise transfer the Software to any third party; or

    (f) remove, obscure, or alter any proprietary notice on the Software or Documentation.

    1. INSTALLATION AND TECHNICAL SUPPORT

    4.1 Licensee is solely responsible for (a) downloading the Software and (b) installing it on hardware and operating systems that meet Licensor’s minimum requirements.

    4.2 Licensor may provide updates to the Software via a new installation or automatic update, all of which are deemed part of the Software and subject to this Agreement.

    4.3 Licensor may, at its discretion, provide technical support, maintenance, or training services in connection with the Software, as described on Licensor’s website or in separate documentation.

    1. FEEDBACK AND PERFORMANCE DATA

    Licensee may, but is not required to, provide comments, suggestions, or other feedback regarding the Software, including without limitation all ideas, modifications, suggestions, improvements and the like made by Licensee with respect to the Software (“Feedback”).

    The Software may automatically transmit certain technical information, including but not limited to error logs, performance metrics, and usage patterns necessary to improve the Software (“Performance Data”), to Licensor.

    Any and all Feedback and Performance Data will be the sole property of Licensor. Licensee agrees to assign, and hereby assigns, all worldwide right, title, and interest in the Feedback and Performance Data, and the related intellectual property rights thereto, to Licensor and agrees to assist Licensor, at Licensor’s expense, in perfecting and enforcing such rights. Licensor may copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate and otherwise use the Feedback and Performance Data for any and all commercial and non-commercial purposes. Licensor may disclose or use Feedback and Performance Data for any purposes whatsoever without any obligation to Licensee, and Licensor shall have no confidentiality obligations with respect thereto.

    1. WARRANTY AND LIMITATION OF LIABILITY

    The Software is provided “AS IS” without warranty of any kind, including without limitation, any warranty as to performance, non-infringement of third-party rights, merchantability, or fitness for a particular purpose.

    The entire risk arising out of the use or performance of the Software remains with Licensee.

    In no event shall Licensor be liable for any damage whatsoever arising out of the use of or inability to use the Software, including without limitation, any direct, indirect, consequential, exemplary, special, incidental, or punitive damages, or damages for lost data or lost profits, even if Licensor has been advised of the possibility of such damages.

    If, under applicable law, the foregoing limitation of liability is not enforceable, LICENSOR’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

    1. CONFIDENTIALITY

    7.1 The Software and the Documentation incorporate valuable proprietary and confidential information and trade secrets of Licensor. Licensee shall be fully responsible to protect such proprietary and confidential information from disclosure during the term of this Agreement and thereafter.

    7.2 All Licensee employees having access to the Software or Documentation furnished hereunder shall be informed of Licensee’s obligations hereunder and shall have agreed in writing to be bound by the terms hereof.

    1. TERM AND TERMINATION

    8.1 This Agreement remains in effect until terminated, except that it may be terminated by Licensor in case of any breach of the terms of this Agreement by Licensee.

    8.2 Upon termination, Licensee shall immediately (a) cease all use of the Software, (b) uninstall and permanently delete all copies, and (c) certify that no copies of the Software or Documentation remain in Licensee’s possession or under its control.

    1. EXPORT COMPLIANCE

    Licensee shall not use or otherwise export or re-export the Software or any part or component thereof except as authorized by United States law.

    1. GOVERNING LAW; VENUE

    This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

    This Agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A., without regard to its conflict-of-laws principles.

    The parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in Boston, Massachusetts, for any dispute arising out of this Agreement.

    1. GENERAL

    This Agreement constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous oral or written communications.
    Any amendment must be in writing and signed by both parties.

    Licensee may not assign this Agreement without Licensor’s prior written consent; and any attempted assignment in violation shall be null and void and shall result in the termination of this Agreement.

    If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

    A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.