User's Manual

Helios Installation Guide
© 2012 MicroPower Technologies, Inc. 36
under this EULA and independently may protect their rights in the Software and the Documentation in the event of any infringement
or breach of this EULA.
4. RESERVATION OF RIGHTS. Licensee acknowledges and agrees that the Software and the Documentation have been licensed to
Licensee pursuant to the terms and conditions of this EULA, and that the Software and the Documentation have not been sold to
Licensee. MPT and its suppliers and licensors reserve all rights not expressly granted herein. Licensee shall not use or copy the
Software or the Documentation except as is expressly authorized in this EULA. Licensee acknowledges and agrees that the Software
and the Documentation are protected by United States copyright laws and international treaty provisions. Except as otherwise
expressly provided herein, Licensee must treat the Software and the Documentation like any other copyrighted material. Licensee
shall not knowingly take any action that would cause the Software or the Documentation to be placed in the public domain.
5. RESTRICTIONS.
5.1. Usage Restrictions. Licensee shall not permit any person other than Licensee's employees and authorized agents to possess
or use the Software or the Documentation, and Licensee shall cause all such employees and authorized agents to abide by all terms
and conditions imposed upon Licensee herein. Licensee may not exceed the number of licenses, agents, tiers, nodes, seats, or other
Use restrictions or authorizations agreed to and paid for by Licensee. Licensee shall not use the Software to operate nuclear
facilities, life support, or any other mission critical application where human life or property may be at stake, and Licensee
understands that the Software is not designed for such purposes and that its failure in such cases could lead to death, personal
injury, or severe property or environmental damage for which MPT and its suppliers and licensors are not responsible. Some
Software may require license keys or contain other technical protection measures. Licensee acknowledges that MPT may monitor
Licensee's compliance with Use restrictions and authorizations, remotely or otherwise. If MPT makes a license management
program available which records and reports Software usage information, Licensee agrees to appropriately install, configure, and
execute such license management program beginning no later than one hundred and eighty (180) days from the date it is made
available to Licensee and continuing for the period that the Software is used.
5.2. No Transfer. Licensee may not, and agrees that it will not, transfer, assign, rent, lease, lend, resell, or in any way distribute or
transfer the Software or the Documentation (or any rights in this EULA, the Software, or the Documentation) to any third parties,
including by operation of law, without MPT's prior written approval, payment to MPT of any applicable fees, and compliance with
applicable third party terms. Upon any approved transfer of this EULA, Licensee's rights hereunder will terminate and Licensee will
immediately deliver the Software, the Documentation, and all copies thereof to the transferee. The transferee must agree in writing
to the terms of this EULA and, upon such agreement, the transferee will be considered the “Licensee” for purposes of this EULA.
Licensee may transfer Factory Installed Software only upon transfer of the associated MPT hardware product.
5.3. No Reverse Engineering; No Modification. To the maximum extent permitted by applicable law, Licensee shall not reverse
engineer, disassemble, decrypt, or decompile the Software, or otherwise attempt to discover, reconstruct, or identify the source
code for the Software or any user interface techniques, algorithms, logic, protocols, or specifications included, incorporated, or
implemented therein. Furthermore, to the maximum extent permitted by applicable law, Licensee shall not modify, port, or
translate the Software or the Documentation. Where Licensee has other rights with respect to the Software or the Documentation
mandated under statute, Licensee will provide MPT with reasonably detailed information regarding any intended modifications,
porting, translations, reverse engineering, disassembly, decryption, or decompilation, and the purposes therefore.
5.4. Proprietary Notices and Legends. If Licensee makes any copies of the Software or the Documentation in accordance with this
EULA, Licensee must reproduce in all such copies all proprietary notices and legends contained in the originals.
5.5. Updates. Upon Licensee's installation of any Update to Software, Licensee shall have no further rights, and MPT shall have no
further obligations, with respect to those portions of the Software that such Update was intended to replace. If additional or
different license terms or conditions accompany an Update, Licensee acknowledges and agrees that Licensee's Use of that Update
will be subject to those additional or different terms and conditions.
5.6. Export Restrictions; Compliance with Laws. Licensee agrees that Licensee will not, directly or indirectly, export or transmit the
Software or the Documentation to any country, entity, or person to which such export or transmission is restricted by any applicable
government regulation or statute without the prior written consent, if required, of the governmental entity as may have jurisdiction
over such export or transmission. Licensee agrees to comply with and conform to all applicable laws, regulations, and ordinances
relating to Licensee's use of the Software and/or the Documentation.
6. RESPONSIBILITIES OF LICENSEE.
6.1. Payment. In consideration for the licenses and rights granted to Licensee herein, Licensee agrees to pay all amount(s) for such
licenses and rights as set forth in the corresponding invoice, in accordance with the payment terms agreed upon by Licensee.
6.2. Indemnification. Licensee hereby agrees to indemnify, protect, defend, and hold MPT and its licensors harmless from and
against any and all claims, losses, or damages (including but not limited to reasonable attorneys' and experts' fees) attributable to
(a) Licensee's use or misuse of the Software or the Documentation, or
(b) any failure by Licensee to comply with any term, condition, or restriction in this EULA.
7. COMPLIANCE AUDIT. MPT shall have the right, upon reasonable notice, to conduct and/or have an independent accounting firm
conduct, during normal business hours on Licensee's premises under Licensee's reasonable supervision, an audit to verify Licensee's
compliance with the terms of this EULA. If an audit reveals underpayments, then Licensee will immediately pay MPT such
underpayments together with the costs reasonably incurred by MPT in connection with the audit and seeking compliance with this
section.