Software End User License Agreement  

This Agreement sets forth the terms and conditions of your use of the MSRS® Software (“Software”).  For purposes of this Agreement, “you” means you, the end user.  This Agreement does not modify any other written agreement between you and MSRS® LLC (“MSRS®”).  

1. License Grant.  MSRS® hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Software and related documentation (the "Documentation"), according to the provisions contained herein and subject to the terms of any other written agreement between you and MSRS®.  You are not permitted to lease, rent, distribute, sell, or sublicense the Software or any rights therein.  You also may not install the Software on a network server, use the Software in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). You further agree not to use the Software to develop a product which is competitive with any MSRS product offering.  Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.  MSRS® may, at its sole discretion, issue updates, upgrades, or new versions of the Software.  

You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Software. The Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make. You agree that you have no right to use either the name of MSRS or the name of the Software licensed under this Agreement for any commercial purpose or in any advertising, promotional, or public statement, without the prior, written consent of MSRS®, which consent shall be at MSRS’s® sole discretion.  You agree not to remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software, the Documentation, and any copies thereof in any form.

1. No Assignment; No Transfer.  You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of MSRS®, which consent shall be at MSRS’s® sole and absolute discretion.  If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party, or destroy or return to MSRS® any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement. 

2. No Modification; No Reverse Engineering.  You agree not to modify, alter, translate, reverse engineer, decompile, disassemble, examine the Software with debugging, memory inspection, or disk inspection tools, or create derivative works of the Software or assist someone in performing such prohibited acts, except and only to the extent that applicable law expressly permits.  You further agree not to utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection, access limitation, user authentication or security device, or product key used by MSRS® in connection with the Software. 

3. Law; Import/Export Restrictions.  You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Software or any Documentation (or any copies thereof), or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify MSRS® from liability if you violate any such laws or regulations.

4. Title.  You agree that MSRS® retains ownership of and copyright in the Software and any Documentation, and all subsequent copies thereof regardless of the form or media.  Furthermore, the ownership rights and intellectual property rights in the Software and any Documentation shall remain with MSRS®, including all corrections, enhancements, or other modifications made thereto.  The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties.  The Software may also be protected by one or more claims of the patent(s) listed at https://msrsnav.com/patents. All rights not expressly granted to You under this Agreement are reserved by MSRS®. 

The Software may use or contain software or content licensed from others, who retain ownership and copyright in their software or content.  Additional information is available at https://msrsnav.com/legal. 

1. Term and Termination.  This license will be perpetual from the date that you first use the Software, if the license is not earlier terminated.  Your license for the Software will terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately stop all use of the Software and Documentation. You agree that you will not be entitled to a refund of any applicable license fee upon termination of this Agreement.

2. Governing Law.  The laws of the State of Connecticut shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of Connecticut for the purposes of enforcing the provisions of this Agreement. 

3. No Warranties.  MSRS® MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY WITH THIRD PARTY PRODUCTS, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. MSRS® SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN CONNECTION WITH ANY BUSINESS DECISION OR OTHER ACTION UNDERTAKEN BY YOU IN CONNECTION YOUR USE OF THE SOFTWARE, AND YOU SHALL UNDERTAKE ANY SUCH BUSINESS DECISIONS OR ACTIONS AT YOUR SOLE RISK.  THE SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT.  NO DEALER, AGENT, OR EMPLOYEE OF MSRS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

4. High Risk Activities. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR FOR PURPOSES REQUIRING LOCATION ACCURACY, SUCH AS IN THE OPERATION OF WEAPONS SYSTEMS, MUNITIONS, FIRE CONTROL SYSTEMS, IN WHICH CASE RELIANCE ON THE LOCATION PROVIDED BY THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, PHYSICAL OR EMOTIONAL IMPAIRMENT, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). MSRS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES. 

5. Limitation of Remedies.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL MSRS®, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN).  IN NO EVENT WILL MSRS® BE LIABLE FOR ANY DAMAGES EVEN IF MSRS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY.  THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM MSRS’S® GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.  IN NO EVENT SHALL MSRS’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE.

6. Indemnification.  You agree to defend, indemnify, and hold harmless MSRS®, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Software, or your breach of any representation, warranty, or obligation under this Agreement.

7. Additional Terms.  You agree that MSRS® may from time to time update the terms of this Agreement, including by modifying or adding terms.  The current terms are available at https://msrsnav.com/legal, and are incorporated into this Agreement by reference.  Your continued use of the Software after any update to the terms will constitute your acceptance of the updated terms.  

8. Severability.  In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

9. Entire Agreement.  You further agree that this Agreement is the complete statement of the agreement between you and MSRS®, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and MSRS relating to the subject matter of this agreement, with the exception of any written purchase agreement you have entered into with MSRS®.  This Agreement may only be modified by a written agreement signed by both you and an authorized representative of MSRS®.

10. Third-Party Trademarks.  Any trademarks, service marks, or logos appearing in the Software are the exclusive property of their respective owners.  

11. Acknowledgment.  By using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

12. Force Majeure.  MSRS® shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event MSRS shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

13. Waiver.  The failure or delay by MSRS® to require performance of any provision of this Agreement does not constitute a waiver. All waivers by MSRS must be provided in writing and signed by MSRS® in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.