Industry News
5/8/2004 - VIR Technologies, Inc. Develops Conditioning Battery Charger Outlets and Adapters
8/8/2003 - VIR Technologies, Inc. Develops Chemistry Independent Battery Management Software
Source Code Site License Agreement
IPMTM (Intuitive Power Management) BATTERY MANAGEMENT SOFTWARE
VIR Technologies, Inc., (hereinafter referred to as “VIR” or “Licensor”), a New Jersey corporation, with offices at 413 Hillside Lane, Haddonfield, NJ 08033, is willing to grant you a limited license to have access to the VIR’s IPMTM Battery Management Source Code (hereinafter referred to as “Source Code”) only upon the condition that you accept all of the terms in this license agreement. Before you access the accompanying Source Code media, read the terms and conditions of this license agreement carefully. By opening or accessing the accompanying Source Code media—or meeting any of the other Acceptance Criteria as outlined in Section 9 of this document—you are consenting to be bound by and are becoming a party to this license agreement. If you do not agree with the terms and conditions of this agreement, VIR is unwilling to license the IPM Source Code to you.
VIR is providing this Source Code and additional related materials, and licenses their use to you.
GRANT OF LICENSE
Licensor hereby grants to the User and the User hereby accepts a nontransferable and nonexclusive limited license to use the Source Code under the terms of this License Agreement, without accompanying services or support. The license granted herein is further subject to the following conditions:
You agree that the Source Code and documentation provided by Licensor is confidential, and You shall take all reasonable precautions to protect the source code and documentation, and preserve its confidential, proprietary and trade secret status in perpetuity.
All of Your employees and independent contractors with access to the Source Code shall be bound to make no unauthorized use or disclosure of the Source Code.
You agree that a breach of your obligations to protect Licensor’s Source Code may cause immediate and irreparable harm to Licensor, which cannot be adequately compensated by monetary damages. Accordingly, any breach or threatened breach of confidentiality shall entitle Licensor to seek preliminary and permanent injunctive relief in addition to such remedies as may otherwise be available to Licensor.
The User must reproduce and include the copyright and other proprietary notices of Licensor on any copy of all or any portion of the Source Code, and all such copies shall be subject to all the terms and conditions of this Agreement.
The User must reproduce and include the IPM trademark on products, product packaging and product marketing materials that contain VIR's IPM Source Code.
The User may not repackage or bundle the Source Code or any related product for the purpose of serving the Source Code or related functionality to third parties without obtaining the prior express written consent of Licensor.
This license is strictly for use by one site only and is not licensed for providing automated services to third parties.
The User may modify the Source Code to adapt it to User’s purposes, provided such modifications are consistent with the rights and restrictions contained herein.
The User may integrate the Source Code into User’s products, provided that the User displays the IPMTM mark on product packing, documentation and product marketing materials.
This license is strictly limited to INTERNAL use within one site. The license granted herein is personal and cannot be transferred without obtaining the prior written consent of Licensor. The rights granted to Licensee under this Agreement are extended only to the individual or corporate entity identified herein. Licensee may not sub license or transfer the Source Code to any other entity, including other sites, corporate affiliates, subsidiaries, or parent corporations.
LICENSOR SHALL HAVE NO RIGHTS IN ANY MODIFICATIONS, CHANGES, OR ENHANCEMENTS TO THE SOURCE CODE MADE BY USER.
FEES AND ROYALTIES
In consideration of the license granted herein, the User shall pay the appropriate nonrefundable initial site license fees.
These nonrefundable fees grant a LIFETIME site license to use VIR's IPM source codes. There are NO annual site license renewal fees for VIR's IPM Source Codes.
In consideration of payment of licensing fees, Customer receives a LIFETIME non-exclusive and irrevocable license to use of VIR’s patented technologies with the right to sublicense use in all areas except those outlined in this agreement.
In consideration of payment of licensing fees, there are no royalty payments due to VIR Technologies, Inc.
Payment is due upon execution of this Agreement. All payments are due in U.S. dollars, and may be made by credit card, debit card, company check or internet transaction, to:
VIR Technologies, Inc.
413 Hillside Lane
Haddonfield, NJ 08033
Attn: VIR Source Code Licensing
Upon receipt of payment and an executed copy of this Agreement, an access account will be established for Licensee to download the Source Code.
LICENSOR’S RIGHTS
The User acknowledges that the Source Code constitutes valuable copyrighted intellectual property and patent pending technologies. By accepting this License, the User does not become the owner of the Source Code, intellectual property or patent pending technologies. The User has the limited right to use the Source Code as set forth in this License Agreement. The User agrees not to provide or otherwise make available the Source Code in any form to any person or entity without prior written consent of Licensor, except as provided in this Agreement. The User will provide at least the same protection to the intellectual property and patent pending technologies of Licensor as it uses to protect its own intellectual property.
USER’S AGREEMENT
Except as provided in this Agreement, the User agrees not to copy the Source Code received from Licensor in whole or in part. The User may copy the Source Code in whole or in part for internal use only. The original and all copies made by the User, in whole or in part, shall be and remain the property of the Licensor.
If at any time the User becomes aware of unauthorized use or copying of the Source Code or documentation by its employees not in strict accordance with the provisions of the Licensing Agreement, it shall promptly and affirmatively notify the Licensor of such unauthorized use, providing as much detail as possible concerning such unauthorized use.
LIMITED WARRANTY
THE SOURCE CODE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOURSE CODE. SHOULD THE SOURCE PROVE DEFECTIVE, YOUR ENTIRE AND EXCLUSIVE REMEDY SHALL BE GOVERNED BY PARAGRAPH 6 HEREOF.
LIMITATION OF REMEDIES
IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS, DISTRIBUTORS, OR DEALERS BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR OTHER DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOURCE CODE EVEN IF LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL LICENSOR BE LIABLE FOR ANY CLAIM BY ANY OTHER PARTY.
GOVERNING LAW
This License Agreement is to be governed by and construed in accordance with the laws of the State of New Jersey, U.S.A. If any provision of this License Agreement in any way contravenes the laws of the state or jurisdiction where this License Agreement is to be performed, such provision shall be deemed to be deleted and, if any term is this License Agreement shall be declared in a final adjudication to be illegal or contrary to public policy, it shall not affect the validity of any other term or provision of the License Agreement. The User and Licensor hereby agree that any action in law or in equity arising under this Agreement shall be filed in and only in the District Court of the State of New Jersey or the United States District Courts in New Jersey. The parties hereby consent and submit to the personal jurisdiction of such courts for purposes of litigating any such action.
ATTORNEY FEES
If any legal action or arbitration shall be instituted by either party to this License Agreement against the other party with respect to the subject matter of this License Agreement, the prevailing party may be entitled to recover, in addition to any other relief, reasonable attorney’s fees and expenses to the extent granted by a court of competent jurisdiction.
ACCEPTANCE
In addition to executing this Agreement and submitting payment, any one of the following will also meet the definition of ACCEPTANCE.
Packaged Source Code: By opening the accompanying Source Code media, you agree to all of the terms of this license Agreement. If you do not agree to these license terms and conditions, please return the Source Code to Licensor.
Internet Download: By clicking on “Yes, I Agree” (or similar language) below, you agree to all the terms and conditions of this license agreement. If you do not agree to all these license terms and conditions, click on “No, I do not Agree” (or similar language) to exit and terminate the registration process.
EXPORT REGULATIONS
The Source Code, including technical data, is subject to U.S. export control laws, and may be subject to export or import regulations of other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Source Code. Source Code may not be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria, or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nations or the U.S. Commerce Department’s Table of Denial Orders.
ENTIRE AGREEMENT
This License Agreement constitutes the entire agreement between the parties and may not be modified except in writing signed by both parties hereto.
NO TRANSFER
None of your rights, duties or obligations under this Agreement may be sold, sub licensed, assigned, rented, leased, loaned or otherwise transferred without the prior written consent of Licensor and any attempt to do so is void.
YOU ACKNOWLEDGE THAT
YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS;
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND CONTRACT BETWEEN US AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF; AND
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY LICENSOR.
ACCEPT DECLINE
Download the IPM™ Source Code Site License Agreement:
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