FIRST™
End User License Agreement
Camber software products are proprietary software applications. Your use of the FIRST™ software is subject to the terms and conditions as outlined in this End User License Agreement PDF (68 KB).
The individual using this software represents and warrants that he or she has authority to enter into this agreement with Camber on behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of FIRST™ .
1. Definitions
Accessible Code means source code contained within FIRST™ that is unprotected and accessible under this agreement.
Camber means Camber Corporation, 635 Discovery Drive, Huntsville, AL 35806, the sole owner of FIRST™ software.
Authorized Machine means a single installation of a copy of FIRST™ on a single physical computer.
Authorized Server Node means a single installation of a copy of FIRST™ within a J2EE application server on a single physical server, which is either stand alone or within a connected cluster.
Authorized Use means the defined number of copies or instances of FIRST™ that may be used by Licensee, and where applicable, limited to the number of Authorized Users, the number of Authorized Server Nodes and/or the number of Authorized Machines, as designated in the Quote/Invoice issued by Camber.
Authorized User means a person or user account who is Licensed to use FIRST™, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner, or customer of the Licensee.
Commencement Date means the date that Camber processes payment of the License or Maintenance Fees from Licensee.
Embedded Software means third party software licensed by Camber from a Licensor and embedded in FIRST™.
License means the right to use FIRST™ as defined by Authorized Use.
Licensee means the individual or entity (inclusive of subsidiaries) that has licensed FIRST™ under the terms and conditions of this agreement.
Licensor means the licensor of the Embedded Software.
OEM Distribution means distribution of FIRST™ as either a bundled add-on to, or embedded component of, another application with such application being made available to its users as, but not limited to, an on-premise application, a hosted application, a Software-as-a-Service offering or a subscription service for which the distributor of the application receives a license fee or any form of direct or indirect compensation.
Protected Code means source code contained within FIRST™ that is protected against access by Camber and is not accessible under this agreement.
2. License Fee
A one-time fee paid by Licensee to Camber, as designated by Camber, in consideration for the Authorized Use of FIRST™. License fee is non-refundable and payable upon acceptance of the terms and conditions set out herein.
3. Grant of License
Subject to the terms of this agreement, including limitations defined by the License, Camber grants to Licensee, and Licensee accepts from Camber, a perpetual, non-exclusive, non-transferable, non-sublicensable License to use FIRST™ as defined by Authorized Use.
4. No Warranty
Same as provided in clauses 13 and 14 below, FIRST™ is provided on an "as is" and "as available" basis without any warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that Camber does not warranty that FIRST™ will be error-free, complete, or correct. Camber provides access to or evaluation copies of the software so that customers can assess FIRST™.
5. Camber's Obligations
Upon receipt of Licensee Fee from Licensee, Camber will (a) supply the Licensee with FIRST™ via electronic download or hosted version; and (b) provide Software Maintenance as defined in Section 6, for a period of twelve (12) months from the Commencement Date (the "Initial Maintenance Period").
6. Software Maintenance
Software Maintenance includes Camber's provisioning to Licensee FIRST™ updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of FIRST™ (excluding any form of on-site visits by Camber personnel or contractors). The Initial Maintenance Period may be renewed for additional twelve (12) month periods ("Renewal Period") at the then-current rate for Software Maintenance. Subsequent Renewal Periods commence upon the expiration of the prior Software Maintenance regardless of when it is purchased. Other products sold through Camber that do not bear the FIRST™ name are maintained and supported exclusively by their manufacturers in accordance with terms and conditions packaged with the products. Camber’s does not provide a warranty of any kind for products that are not Camber-branded, even if packaged or sold with the FIRST™ product. Please contact the manufacturer directly for technical support and customer service.
7. Licensee Obligations
The Licensee must at all times: (a) ensure that only an Authorized User may use FIRST™ and only for Authorized Use in accordance with the terms and conditions of this agreement; (b) install all updates and enhancements provided by Camber; (c) immediately advise Camber, in writing, if the Licensee becomes aware of any unauthorized use or distribution of FIRST™ by any person or entity; and (d) with respect to any use of FIRST™, include an attribution to Camber to be included on all user interfaces in the following format: "Powered by Camber's FIRST™, which must in every case include a hyperlink to http://first.camber.com, and which must be in the same format as delivered in FIRST™.
8. Unauthorized Use or Distribution
Licensee will not, whether through a deliberate or negligent act or an act of omission: a) distribute or cause the distribution of FIRST™ to any third party other than an Authorized User; or b) directly access or use any embedded software independently of FIRST™. Licensee is required to immediately report its knowledge of any violations of the foregoing to Camber. The Licensee will provide Camber documentation, in writing, of any such violations and agrees that Camber and/or its Licensors to, in addition to any other right or claim that Camber or Embedded Software Licensor may have against Licensee, is entitled to retroactively charge the Licensee, in addition to any other fees payable by the Licensee under this agreement, a fee calculated based on the number of prohibited distributions times the respective list prices that Camber and/or the Embedded Software Licensor charges for FIRST™ or Embedded Software respectively. Regarding the Google Maps Embedded Software that provides FIRST™'s mapping functionality, the Licensee is required to apply for and install the Google Maps key to activate Google Maps within FIRST™.
9. Investigation of Unauthorised Use and Distribution
If Camber reasonably suspects that FIRST™ has been distributed to or obtained by any person or party without Camber's prior written consent, or that Embedded Software is being accessed or used independently of FIRST™, Camber has the right to request from the Licensee an unqualified certificate executed by the Licensee's auditor at the Licensee's cost for the purpose of verifying compliance with Authorized Use of the Product or Embedded Software.
10. Licensee's Restrictions
Licensee will not, without the prior written consent of Camber: (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, the Protected Code; (b) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form of FIRST™ or any data/information provided to the Licensee through FIRST™ to any person; (c) vary or amend the Authorized Use; (d) publish, promote, broadcast, circulate or refer publicly to the Camber name, trade name, trademark, service mark or logo, without the prior written consent of Camber; (e) commit any act or omission the likely result of which is that Camber's reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Camber's interests. For avoidance of doubt, and subject to the terms and conditions contained herein, Licensee is permitted to modify the Accessible Code to develop bug fixes, customizations, or additional features, solely for the purpose of using the Product as defined in, and during the term of, this Agreement. Under no circumstance may Licensee distribute FIRST™ via OEM Distribution without entering into a separate OEM Distribution Agreement with Camber. Licensee shall also not copy or embed elements of the Accessible Code into other applications. In addition, FIRST™ includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Camber. Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.
11. Term
The term of this agreement begins on the Commencement Date and will continue in full force and effect until terminated in accordance with Clause 12.
12. Termination
This agreement may be terminated by either party if the other party commits a material breach. Either party will have thirty (30) days to remedy any material breaches. Immediately upon termination, any Accessible Code in possession, custody or control of Licensee must be destroyed and a written certification of such destruction signed by an officer of the Licensee provided to Camber. Clauses 1, 2, 4, 8 - 10, 14, 15, 18, and 19 shall survive any termination of this agreement.
13. Infringement Indemnification
(a) Camber will defend or settle, at its expense, any action brought against Licensee based upon the claim that the Product, if used within the scope of the License granted under this agreement, directly infringe a registered United States patent or copyright; provided, however, that: Licensee shall notify Camber promptly in writing of any such claim; (ii) Licensee shall not enter into any settlement or compromise any claim without Camber's prior written consent; (iii) Camber shall have sole control of any such action and settlement negotiations; and (iv) Licensee shall provide Camber with information and assistance, at Camber's request and expense, necessary to settle or defend such claim. Camber agrees to pay all damages and costs finally awarded against Licensee attributable to such claim. The foregoing states the sole liability of Camber and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Camber hereunder.
(b) If FIRST™ becomes, or in the opinion of Camber may become, the subject of a claim of infringement of any third party right, Camber may, at its option and in its discretion: procure for Licensee the right to use FIRST™free of any liability; (ii) replace or modify FIRST™ to make it non-infringing; or (iii) refund any license fees related to FIRST™ paid by Licensee.
(c) Licensee will defend or settle, at its expense, any action brought against Camber based upon the claim that any modifications to the Product or combination of the Product with products infringes or violates any third party right; provided, however, that: Camber shall notify Licensee promptly in writing of any such claim; (ii) Camber shall not enter into any settlement or compromise any such claim without Licensee's prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Camber shall provide Licensee with information and assistance, at Licensee's request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Camber attributable to such claim.
(d) Notwithstanding Subsection (a) above, Camber assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of FIRST™ not approved by Camber or combination.
14. Limitation of Liability
Without limitation, Camber will not be liable to any person for any loss, damage, cost, expense or other claim (including consequential, directly, indirect, special, punitive or other damages and loss of data or profits) in relation to FIRST™ including, without limitation: (a) any use or reliance on FIRST™ by the person (including the form and content of errors in and/or omissions from any information contained in FIRST™); (b) any delay, interruption or other failure in the provision of FIRST™; or (c) any change in the form or content of FIRST™. In no event will Camber's and Camber's licensors' aggregate liability under any claims arising out of this agreement exceed the fees paid by licensee under this agreement. Except for each party's indemnification obligations or breach of Clauses 2, 8 or 10, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Clause 4 are not allowed by applicable law, then the liability of Camber, and the remedy of Licensee, shall be limited to: the re-supply of any defective copy of FIRST™; or (ii) the refund of any license fees paid by Licensee for such defective version of FIRST™.
15. Intellectual Property
The Licensee acknowledges that FIRST™ and all intellectual property rights in relation to FIRST™ are the property of Camber or the Licensors and Camber is entitled to take whatever action it may decide in order to protect its intellectual property rights in FIRST™. Notwithstanding, Licensee agrees to care and treat the FIRST™ Intellectual Property with the same degree of security and confidentiality as it does its own intellectual property.
16. Publicity Rights
(a) The Licensee grants Camber the right to include the Licensee as a customer in FIRST™ promotional material.
(b) Licensee can deny Camber this right by submitting a written request via email to firstsales@camber.com, requesting to be excluded from FIRST™ promotional material. Confirmation of such denial (via reply email) must be received prior to purchasing for this to be effective.
(c) Should the customer come to be or already be included in FIRST™ promotional material, as a result of any prior purchases where the Licensee did not request exclusion from FIRST™ promotional material, the Licensee can at any point in time, submit a written request via email to firstsales@camber.com to have Camber remove the Licensee's name from FIRST™ promotional material. Upon receipt of such requeCamberst, will remove any reference to the Licensee from such promotional material within 30 days and make no further reference to the Licensee.
17. No Assignment or Amendment
Licensee may not amend this Agreement without prior written consent of Camber. Licensee may assign this agreement to succeeding parties in the case of a merger, acquisition or change of control so long as in doing Camberso, is notified in writing within ninety (90) days of the closure of such transaction. Camber may assign its rights and obligation under this agreement without consent of Licensee.
18. Tax
Payments made by the Licensee under this agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is made or received. To the extent that any such taxes or duties are payable by Camber, the Licensee must pay to Camber the amount of such taxes or duties in addition to the license fee under this agreement unless Licensee is exempt from paying such taxes or duties at the time such taxes or duties are levied or assessed. Camber will provide the Licensee with documents requested by Licensee necessary to enable the Licensee to obtain a tax or duty refund or credit.
19. Government End Users
FIRST™ and accompanying documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software Restricted Rights), as applicable. The manufacturer is Camber Corporation.
20. Contact Information
If you have any questions about this Agreement, please contact us at fscarborough@camber.com. If you have any questions about licensing that aren't answered on our website, please contact us at cspringer@camber.com.
21. Applicable Law
a. United States. If you acquired the software in the United States, Delaware state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles.
b. Outside the United States. If you acquired the software in any other country, the laws and regulations of the United States apply.
22. Export Restrictions
The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.
23. INCORPORATION OF DOCUMENTS
The following documents are attached hereto and, by this reference, incorporated in this Agreement:
Exhibit A Covered Sites, Software & Configuration
Exhibit B Authorized Client Contacts
Exhibit C Services and Fees