Software License Agreement

LICENSE. Digi grants to you only a non-assignable, nonexclusive and non-transferable license to use the software contained on this media (hereinafter "Digi Software") subject to the terms and conditions of this Software License Agreement. Your use will be limited to an object code version of the Digi Software. Your use of the Digi Software will be limited to one computer. The license will commence on the day you receive the Digi Software and will continue until this license is terminated by its own terms and conditions. You may make one copy of the Digi Software, but only for archival or backup purposes, and if you do make that additional copy, you agree to reproduce all copyright and other proprietary rights notices that appear on the Digi Software. You are granted only a limited license to use the Digi Software, and Digi retains all right, title, interest and ownership in and to the Digi Software, which includes all rights arising under the patent, copyright, trade secret or trademark laws of the United States or any foreign jurisdiction.

CONFIDENTIALITY. You understand and agree that the Digi Software contains valuable confidential and trade secret information which is the extremely valuable property of Digi. You agree to expend all necessary efforts to ensure that the Digi Software is not disclosed or made available to any third party or any employee or contractor that doesn't have a need to know.

REVERSE ENGINEERING. You agree not to disassemble, decompile or reverse engineer the Digi Software under any circumstances.

WARRANTIES. Digi warrants only that: (a) the media upon which you receive Digi Software will be free of defects in material and workmanship for a period of ninety (90) days from your receipt of the Digi Software; and (b) that if the Digi Software is supplied to you electronically, and there is an error in transmission, and you inform us of that error within ninety days of your receipt of the Digi Software, Digi will re-transmit the Software to you. YOU UNDERSTAND AND AGREE THAT EXCEPT AS STATED ABOVE, THE DIGI SOFTWARE IS SUPPLIED 'AS IS,' AND DIGI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES, OR REMEDIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

LIABILITY LIMITATIONS. UNDER NO CIRCUMSTANCES WILL DIGI OR ANY OF ITS DISTRIBUTORS OR SUPPLIERS BE LIABLE FOR LOSS OF DATA, REPROCUREMENT COSTS,  LOST REVENUE OR PROFITS OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THOSE DAMAGES WERE FORESEEABLE OR YOU HAVE INFORMED DIGI OF POTENTIAL LIABILITY.  DIGI'S TOTAL LIABILITY TO YOU FOR DAMAGES FOR ANY REASON SHALL NOT EXCEED THE PRICE ACTUALLY PAID TO DIGI BY YOU FOR THE PRODUCT ASSOCIATED WITH THE SOFTWARE.  

TITLE AND OWNERSHIP. You acknowledge and agree that Digi retains all right, title and interest in and to the Software. You agree to indemnify, defend and hold harmless Digi against any loss suffered or expenditure made by Digi arising from an assertion of an interest in or title to the Digi Software by you and against any breach by you of any copyright, patent rights, or any other rights in the Digi Software. 

TERMINATION. You acknowledge and agree that Digi may terminate your license and use of the Digi Software without notice if, at any time, you fail to comply with a material term or condition of this Software License Agreement. Immediately upon termination of this license, you will return all copies of the Digi Software to Digi, together with all documentation, modifications and enhancements thereto, or at Digi's request, destroy all copies of the Digi Software documentation, modifications and enhancements in your possession. You understand and agree that in the event of termination, Digi may use computer hardware, software or other methods to render the Digi Software inoperable. 

ASSIGNMENT. You may not assign this license without the prior written consent of Digi. Digi may assign the Digi Software to any third party at its discretion, but will provide you with written notice in the event of such assignment. 

CHOICE OF LAW AND VENUE. This Software License Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. Any controversy or claim arising out of or related to this license and/or your use of the Digi Software shall be venued in Minnesota State District Court, County of Hennepin or the United States District Court for the District of Minnesota. 

MAINTENANCE AND SUPPORT. Any software maintenance or support services provided to you by Digi, are provided at Digi's discretion, and Digi reserves the right to discontinue and/or commence charging fees for maintenance or support services at any time. You also understand and agree that any maintenance or support services provided to you by Digi are provided as is, and Digi makes no representations or warranties with regard to those services.

