INSTALLATION NOTICE: THIS IS A CONTRACT. BEFORE YOU DOWNLOAD THE SOFTWARE AND/OR COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING THE SOFTWARE AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON TO CANCEL THE INSTALLATION PROCESS, DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS OF RECEIPT OF THE SOFTWARE (INCLUDING ALL ACCOMPANYING WRITTEN MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE YOU OBTAINED THEM. ALL RETURNS SHALL BE SUBJECT TO JE’S THEN CURRENT RETURN POLICY.
 
1.    Definitions. As used in this Agreement, the following terms have the following meanings:
 
A.    "You." Means you the individual using the SOFTWARE as well as your employer if you are using the SOFTWARE within the scope of your employment.

B.    "JE." Means (i) Jagdish Electronics (JE), a company incorporated and organized under the laws of the State of Karnataka, INDIA.

C.    "Software." Means the computer software Dynamic Elastic Properties Analyzer (DEPA) V9 and other programs provided with this Agreement which are being installed together with all accompanying documentation, utilities, and driver interface software as may be installed on your computer.

D.    "Upgrade." Means any supplemental or replacement code for computer software you have previously licensed from JE for a particular release of the DEPA software.

E.    "JE Factory Tested Parts And Accessories" Means JE branded Multimedia, Card and High Frequency Sensors, SMPS and other interface boxes, Interface cards, test and calibration bars, tappers and all additional accessories.
 
F.    “Academic Institution.” Means a degree-granting educational institution.

G.     “Student.” Means an individual enrolled (or taking continuing education classes) at an Academic Institution.

H.     “Term.” Means the period of time specified in the product description during which you are validly licensed to use the SOFTWARE unless this Agreement is terminated earlier by JE or you as provided herein.

I.    “Software Service.” Means the maintenance and technical support associated with the SOFTWARE or other software services program (1 year), in each case lasting for the duration of time identified in the applicable quote or other offer documentation. The program is further described in the documentation provided with the Software Services membership.

J.     “Computer” or “computer.” Refers to one computer or, if the SOFTWARE is being used in connection with a virtual machine, one virtual machine on one computer.

2.    Grant of License. In consideration of payment of the applicable fees to JE, JE is willing to provide you with a limited, non-exclusive right to use the SOFTWARE, but only pursuant to the terms and conditions of this Agreement. The SOFTWARE is in “use" when loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, DVD-ROM, network storage device, or other storage device). Unless you have acquired a concurrent use license or as expressly provided under the named user license, floating, concurrent, or shared use is not permitted under this Agreement. The licensing conditions are below:
 
Evaluation License; Pre-Release Software. If you have acquired an evaluation license for a 1 month free trial, you may install and use the SOFTWARE on a single computer in your workplace for internal evaluation purposes only. Your license is for your own internal use only. Therefore, notwithstanding anything in this Agreement to the contrary, you may not distribute or transfer externally any data you collect with the SOFTWARE. You also agree to use reasonable efforts to provide feedback to JE regarding your use of the SOFTWARE, including promptly reporting to JE errors or bugs that you might find. Any such feedback you disclose to JE, including but not limited to any changes or suggested changes to JE’s current or future products and services (collectively “Feedback”), shall be received and treated by JE on a non-confidential and unrestricted basis, notwithstanding any restrictive or proprietary legends to the contrary accompanying or otherwise associated with the Feedback. You hereby grant to JE a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use, copy, and modify Feedback for any purpose, including but not limited to incorporation or implementation of such Feedback into JE products or services, and to display, market, sublicense and distribute Feedback as incorporated or embedded in any product or service distributed or offered by JE. You also acknowledge and agree that the FREE 1 MONTH SOFTWARE IS EVALUATION ONLY AND/OR PRE-RELEASE SOFTWARE. AS SUCH, THE SOFTWARE MAY NOT BE FULLY FUNCTIONAL AND YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. JE WILL NOT UPDATE THE SOFTWARE, NOR WILL JE SUPPORT THE SOFTWARE. THE SOFTWARE MAY CONTAIN CODE THAT WILL, AFTER A CERTAIN TIME PERIOD, DEACTIVATE THE SOFTWARE AND RENDER THE SOFTWARE UNUSABLE. ALTHOUGH THE SOFTWARE WILL ATTEMPT TO WARN YOU OF THE TIME-FRAME IN WHICH IT WILL BE DISABLED, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE MAY BE DEACTIVATED OR RENDERED UNUSABLE WITH OR WITHOUT WARNING. Upon such deactivation, this Agreement will be considered terminated. Prior to deactivation of the SOFTWARE, you may contact JE to convert your evaluation license for the SOFTWARE to a named user license by paying to JE the applicable license fee and obtaining from JE the applicable authorization code(s). JE may (in its sole discretion and upon notice to you) terminate the evaluation license, whereupon this Agreement will be considered terminated. If the SOFTWARE consists of pre-release software and is also covered by an alpha/beta license (the “Beta Agreement”) between you and JE, the terms and conditions of the Beta Agreement, which are incorporated herein by reference, shall also apply to your use of the SOFTWARE. In the event of a conflict between this Agreement and the Beta Agreement, the terms of the Beta Agreement shall control.

3.    License Term. This Agreement shall continue until the earlier of (a) termination by JE or you as provided below, or (b) such time as there is no SOFTWARE being licensed to you hereunder.

A.    Term Licenses or Pay As You Go Program (Lease). You understand and agree that each Term license will expire automatically after the corresponding period of the Term licensed, unless you continue your license by remitting the then-current Term license fee. You understand that the SOFTWARE may stop working and become unusable unless you pay the license fee and, if applicable, are provided new authorization codes. Any use of the SOFTWARE after the license Term expires will violate the terms of this Agreement.

B.    Perpetual Licenses. You have the right to use the SOFTWARE indefinitely, subject to the Termination provisions in this Agreement. If you have purchased Software Service, you understand and agree that the support for the SOFTWARE will only continue for the amount of time specified in your purchase order for Software Service (1 Year). After such time, you may continue to purchase Software Service at JE’s then current price as long as Software Service is offered.

4.    Restrictions and WARRANTY VOID Conditions. VIOLATION OF ANY OF THESE CONDITIONS WILL VOID SOFTWARE WARRANTY. You may not: (i) reverse engineer, decompile, or disassemble the SOFTWARE (ii) sub-license, lease, or rent the SOFTWARE; (iii) distribute in whole or part, modify, or create derivatives of the SOFTWARE or distribute applications created with the SOFTWARE; and (iv) directly or indirectly, export, re-export, download, or ship the SOFTWARE in violation of the laws and regulations of the country of INDIA and the laws and regulations of the applicable jurisdiction in which you use or are downloading the SOFTWARE. Further, all uses of the SOFTWARE shall be in accordance with the applicable documentation that accompanies the SOFTWARE and not in any manner intended to (or that) circumvents such documentation or the intent of this Agreement. Except as expressly permitted under a named user license, or you have acquired a concurrent use license, under no circumstance is "floating" or shared use permitted under this Agreement.

Additionally, the use of the SOFTWARE is intended only for use with content owned by the user, public domain content or properly licensed content. You may require a patent, copyright, or other license from a third party to create, copy, download, record or save content files for use with this SOFTWARE or to serve or distribute such files to be used with the SOFTWARE. You agree that you shall only use the SOFTWARE and documentation in a manner that complies with all applicable laws in the jurisdictions in which you use the SOFTWARE and documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. You may not use the SOFTWARE in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. JE will in no way be held legally liable or responsible for the user's breach of any laws or restrictions.

5.    Transfer. ALL JE SOFTWARE licenses are Single User Single System Access. You may NOT transfer the SOFTWARE to a third party at any time. You may NOT distribute or otherwise provide the SOFTWARE to any of your other sites or facilities either. Every site and facility within the same organization needs to obtain its own unique SOFTWARE license from JE.
 
6.    Upgrades. If the SOFTWARE is an Upgrade, you may only use the SOFTWARE if you have (at the time you receive the Upgrade) a valid license to use the pre-existing SOFTWARE. Further, the license agreement accompanying the Upgrade (the “Upgrade License”) applies to your use of the Upgrade. Provided that, in all instances (of both the pre-existing SOFTWARE and the Upgrade SOFTWARE), the SOFTWARE is only installed and used on the computer allowed by the applicable license, You may continue to use the pre-existing SOFTWARE in accordance with one of the following, which you may (at your discretion) elect: (i) pursuant to and in accordance with the license that accompanied the pre-existing SOFTWARE or (ii) pursuant to and in accordance with the Upgrade License.
 
7.    Modifications of Driver Interface Software. Driver interface SOFTWARE may not be amended, modified, or supplemented with any additional code except for the purpose of further configuring the driver interface SOFTWARE for use with card hardware from National Instruments or any accessory hardware of Jagdish Electronics.

8.    Multiple Versions (CD-ROM/DVD-ROM Media). In rare cases, if the SOFTWARE is distributed on a CD-ROM or DVD-ROM containing multiple versions of the SOFTWARE for use with different operating systems, you may only use one version of the SOFTWARE. The norm will be the distribution of the software for use on one OS only.

9.    Software/Hardware Key. If the SOFTWARE requires a software key code or a hardware key, you acknowledge that the SOFTWARE will not function without a certain, unique software key code or hardware key. This software key code or hardware key will be furnished to you by JE (at cost to the user) and you agree that such software key code and hardware key is to be used solely with the SOFTWARE for which it is provided. While JE may (in its sole discretion) provide you with the applicable key prior to receipt from you of the applicable license fees, you will remain obligated to pay such fees to JE.

10.    Copyright; No Other Licenses. The SOFTWARE is owned by JE and is protected by applicable copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material. No duplication of the SOFTWARE except solely for backup or archival purposes is allowed. Duplication for Distribution is strictly prohibited and is a violation of the international copyright laws. All rights not expressly granted to you in this Agreement are reserved to JE. Further, and without limiting the foregoing, no license or any right of any kind (whether by express license, implied license, the doctrine of exhaustion, or otherwise) is granted under any JE patents (whether identified herein or not) or other intellectual property right of JE with respect to any other product(s) of JE or of any third party, including without limitation, the right to use any of these other products.
 
11.    Patent and Trademark Notice. Jagdish Electronics, JE, je-depa.com, DEPA, DEPA V9, and Elastrosonic are trademarks of Jagdish Electronics Corporation. Refer to the Terms of Use section on je-depa.com/legal for more information about Jagdish Electronics trademarks. Further, all other product and company names used herein are (or may be) trademarks or trade names of their respective companies.

12.    Data Distribution. You may distribute or otherwise make available internally or externally data collected using the SOFTWARE as long as you meet the following requirements:

(1.)    You include the following copyright notice in the credits of the publication "Data collected using Jagdish Electronics(r) (JE) DEPA V9(tm). All Rights Reserved".

(2.)    You do not use JE's logo in the report without JE's express prior written permission

(3.)    You agree to indemnify, hold harmless, and defend JE from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use or distribution of your data, AND EVEN IF DUE IN PART TO JE'S CONCURRENT NEGLIGENCE OR OTHER FAULT OR STRICT LIABILITY WITHOUT REGARD TO FAULT; PROVIDED, HOWEVER, THAT YOUR CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL NOT EXTEND TO THE PERCENTAGE OF THE CLAIMANT'S DAMAGES OR INJURIES OR THE SETTLEMENT AMOUNT ATTRIBUTABLE TO JE'S NEGLIGENCE OR OTHER FAULT OR TO STRICT LIABILITY IMPOSED UPON JE AS A MATTER OF LAW; and

13.    Limited Warranty (Software). Except for SOFTWARE provided under an evaluation license which SOFTWARE is provided without warranty, JE warrants, for your benefit alone, that for a period of one (1) year from the invoice date (i) the SOFTWARE will perform substantially in accordance with the accompanying written materials, and (ii) the medium on which the SOFTWARE is recorded will be free from defects in materials and workmanship under normal use and service. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Some states/jurisdictions do not allow limitations on duration of an express or implied warranty, so the above or any other limitation provided herein may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by applicable law. You must report the DEPA version and Serial number to JE when returning the SOFTWARE under warranty to JE and you agree to pay expenses for shipment to and from JE. The Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, misapplication, improper calibration by you, third party products (i.e., hardware or software) used by you which are not intended by JE for use with the SOFTWARE, utilization of an improper hardware or software key (if applicable), or unauthorized maintenance of the SOFTWARE.

14.    Limited Warranty (JE Factory Tested and Certified Accessories).The (1) year warranty extends to Multimedia Sensors, Card Sensors, and SMPS boxes with maximum of two (2) free replacements of the afore mentioned accessory type allowed per V9 license within the warranty period. To obtain a replacement part under the warranty the original part needs to be returned in good physical condition to JE. Tampering with the part in any way will VOID its warranty and the user will be charged the full replacement costs. The user agrees to pay expenses for shipment to and from JE.

EXCEPTIONS are High Frequency Sensors and NI Interface Cards which have a warranty of ninety (90) days from the date of the invoice. To obtain a replacement part under the warranty the original part needs to be returned in good physical condition to JE. Tampering with the part in any way will VOID its warranty and the user will be charged the full replacement costs. The user agrees to pay expenses for shipment to and from JE.
 
15.    No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. JE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. JE EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.

16.    Intellectual Property Liability. JE shall not be held liable for any settlement made without its prior written consent and full case details and disclosure. If the SOFTWARE is held to be infringing of the rights stated above and the use thereof is enjoined or if JE believes the SOFTWARE may be held to infringe a third party's intellectual property rights, JE shall, at its option, either (i) replace or modify the SOFTWARE with other software which does not infringe, or (ii) receive your return of the infringing SOFTWARE and refund to you the license fee payment(s) made by you to JE. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. THE FOREGOING INDEMNIFICATION OBLIGATIONS SHALL NOT APPLY TO ANY THIRD PARTY PRODUCTS INCORPORATED IN OR OTHERWISE PROVIDED WITH THE JE PRODUCTS, AND YOU AGREE TO LOOK TO THE APPLICABLE THIRD PARTY MANUFACTURER WITH RESPECT TO ANY CLAIMS FOR INFRINGEMENT INVOLVING THIRD PARTY PRODUCTS.

17.    Limitation On Liability. The entire liability of JE and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall JE and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the SOFTWARE, any technical support services relating to the SOFTWARE, or related hardware even if JE or its licensor, distributors, and suppliers has been advised of the possibility of such damages. You acknowledge that the applicable fees and prices reflect this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because the SOFTWARE, the services, or the hardware is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall JE's liability for property damage exceed the greater of $5000 (U.S.) or the license fee paid for the SOFTWARE.

18.    Warning. (1) JE PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE SOFTWARE PRODUCTS CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT NOT LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON THE PART OF THE USER OR APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY TERMED "SYSTEM FAILURES"). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM JE'S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION DESIGNER MAY USE JE PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY JE, THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF JE PRODUCTS WHENEVER JE PRODUCTS ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE DESIGN, PROCESS, AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION.

19.    U.S. Government Restricted Rights. If you are an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of the SOFTWARE, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 (as amended or supplanted) for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 (as amended or supplanted) for military agencies. The SOFTWARE is commercial computer software and the related documentation is commercial computer software documentation. The use of the SOFTWARE and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. The Manufacturer is Jagdish Electronics, C-258, 5th Cross, 1st Stage, Peenya Industrial Estate, Bangalore 560 058 INDIA.

20.    Compliance. You agree to make all applicable records available for review by JE during your normal business hours so as to permit JE (upon reasonable notice to you) to verify your compliance with the terms and conditions of this Agreement. Further, if you are a business or other entity, you agree that upon the request of JE or JE's authorized representative, you will promptly document and certify in writing to JE that your and your employees' use of the SOFTWARE complies with the terms and conditions of this Agreement. JE may (upon written notice) inspect your use of the SOFTWARE during your normal business hours to ensure your compliance with this Agreement. If the results of any such inspection indicate the underpayment by you of applicable fees due and payable to JE, you shall: (i) immediately pay such amounts to JE and (ii) reimburse JE for the cost of such inspection.

21.    Termination. This Agreement shall automatically terminate upon failure by you to comply with its terms. Upon termination of this Agreement, regardless of the reason, you must destroy all copies of the SOFTWARE.