Terms of Use

MotionDSP is a product line within Cubic Corporation’s wholly owned subsidiary, Cubic Digital Intelligence, Inc..

Last updated August 3, 2021

These General Terms of Use (“General Terms”), along with the Subscription and Cancellation policies, and End User License Agreement terms (collectively “Terms”) govern your use of the MotionDSP website, customer support, and services such as software that we, Cubic Digital Intelligence, Inc. (collectively known as “Cubic Digital Intelligence”) include as part of the Services, as well as any applications, Sample Files and Content Files (defined below), scripts, source code, instruction sets, and related documentation (collectively “Software”).  Please read these Terms carefully before you use this website or purchase services. You may not bypass these Terms and any use of the website and purchases made thereon shall be subject to the terms and conditions contained herein. This Website is offered and available to users who 18 years of age or older. By using this website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the website.

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.  IT IS VERY IMPORTANT THAT YOU CHECK THAT YOU ARE PURCHASING TERALOGICS™ OR MOTIONDSP™ SOFTWARE OR PRODUCTS FROM AN APPROVED SOURCE AND THAT YOU, OR THE ENTITY YOU REPRESENT (COLLECTIVELY, THE “CUSTOMER”) HAVE BEEN REGISTERED AS THE END USER FOR THE PURPOSES OF THIS END USER LICENSE AGREEMENT.  BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT.

1. DEFINITIONS

1.1. “Agreement” means this End-User License Agreement between Licensor and Customer.
1.2. “Designs” means any information relating to the architecture of any system, be it software or hardware, produced by Licensor.
1.3. “Documentation” means the current written and/or electronic user or technical documentation relating to the Software that is provided with the Software or made available to Customer by any other means.
1.4. “Invention” means any unique idea that is novel and involves a unique unobvious step that has obvious use to others.
1.5. “Licensor” shall mean Cubic Digital Intelligence, Inc.
1.6. “Parties” means Licensor and Customer, collectively.
1.7. “Party” means either Licensor or Customer, individually.
1.8. “Software” means any TeraLogics™ or MotionDSP™ software that (a) is sold separately by Licensor or its authorized resellers; or (b) is incorporated in Cubic products sold by Licensor or its authorized resellers.
1.9. “Technological information” means any information that is in any way related to the Software or the Documentation.

2. LICENSE GRANT
Subject to and expressly conditioned upon Customer’s strict compliance with the terms and conditions of the Agreement and other legal restrictions set forth in third party software, Licensor grants to Customer a non-exclusive, non-assignable, and non-transferable license, without the rights to create derivative works or sub-license, to use the Software and the Documentation for which Customer has paid the required license fees solely for the following purposes:

2.1. Running the Software on Customer’s devices whether provided by Licensor or if supported, by any other third party;
2.2. Allowing third parties to use the Software on their devices whether provided by Licensor or if supported, by any other third party;
2.3. Distributing verbatim copies of the Software’s output;
2.4. Running the Software to the end of the allowed term of one (1) year from the date of installation;

Commercial use allowed with restrictions: Customer may use the Software for commercial use only within the confines of a separately agreed Software License Agreement between Licensor and Customer.

3. COPY PROTECTION AND LICENSE RESTRICTIONS
Customer agrees not to attempt for any reason in any way to bypass any copy protection and licensing mechanisms or allow others to do or attempt to do the same. This includes, but is not limited to, the following:

3.1. In any way attempting to license products without valid license keys.
3.2. In any way attempting to copy existing keys to end products or devices for which use of them is not intended or permitted by Licensor.
3.3. Attempting to generate keys for features not purchased by Customer.
3.4. Modifying, translating, adapting, or otherwise creating derivative works or improvements, whether or not patentable, of the Software.
3.5. Reverse engineering, disassembling, decompiling, decoding, or otherwise attempting to derive or gain access to the source code of the Software or any part thereof.

3.6. Removing, deleting, altering, or obscuring any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notes from the Software or Documentation, including any copy thereof.
3.7.Renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available the Software or Documentation or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time.
3.8. Removing, disabling, circumventing, or otherwise creating or implementing any workaround to any copy protection, rights management, or security features in or protecting the Software.

4. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY
4.1. This is a license, not a transfer of title, to the Software and Documentation.
4.2. Customer acknowledges and agrees that all rights, title, and interest in and to the Software and Documentation and the authorship, systems, ideas, methods of  operation and information contained in the Software and Documentation, and all          copies, releases, versions, modifications, or adaptations thereto are and remain the proprietary intellectual property of Licensor or its suppliers and are protected by civil and criminal law, and, where applicable, by the law of copyright, trade secret, trademark, and patent of the United States and other countries. All rights not specifically granted under this Agreement are reserved by Licensor or its suppliers or licensors.
4.3. Customer further acknowledges and agrees that the Software and Documentation constitute the proprietary information of Licensor containing trade secrets of Licensor or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Customer shall neither: (a) use the Software and/or the Documentation for any purpose other than that for which Licensor has furnished them to Customer; nor (b) disclose the Software or Documentation to any third party without Licensor’s express, prior, and written consent.
4.4. All copyrights, Inventions (whether patented or not), Designs (whether registered or not), and forms of Technological Information (whether or not in documentary form) created by Customer in connection with the Software or the Documentation shall be deemed “work for hire” by an independent contractor as defined in the United States  Copyright Laws (17 U.S.C. §§ 101, et seq.), and all rights thereto shall belong to Licensor, including but not limited to, the right to prepare derivative works thereof. If any such copyrights, Inventions, and forms of Technological Information created by Customer in connection with the Software or the Documentation are found to be other than “work for hire,” Customer hereby agrees to an irrevocable assignment of such copyrights, Inventions, Designs, and forms of Technological Information.
4.5. Customer agrees to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, Customer shall not make any copies or duplicates of any Software without Licensor’s prior, written consent.

5. INDEMNIFICATION
CUSTOMER HEREBY INDEMNIFIES AND HOLD HARMLESS LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY AGAINST ALL CLAIMS (INCLUDING THE COSTS THEREOF OR RESULTING THEREFROM) BY ACTUAL OR PURPORTED OWNERS AND CUSTOMERS OF PATENTS AND REGISTERED DESIGNS INFRINGED BY USE OF THE SOFTWARE OR DOCUMENTATION IN COMBINATION WITH CUSTOMER’S OWN SOFTWARE OR IN A WAY WHICH CONTRAVENES THE INTENDED USE OF THE SOFTWARE OR DOCUMENTATION (INCLUDING, BUT NOT LIMITED TO, ANY SALE, LEASING, OR OTHER DISPOSAL OF THE SOFTWARE OR THE DOCUMENTATION).

6. SUPPORT AND UPGRADES
This Agreement does not entitle Customer to receive any support services, upgrades, updates, patches, enhancements or fixes for any products (collectively, “Support”) other than those covered by the terms of the limited warranty set forth below in Article 7. If Customer desires to obtain Support, it shall enter into a separate agreement with Licensor and pay all fees associated with such Support. Customer is not entitled to, and shall not, install or use any software upgrades, updates, patches, enhancements, or fixes made available from Licensor, except on or with Software that are covered by a then-current paid support or upgrade plan or under an existing warranty.

7. LIMITED WARRANTY
Subject to the limitations and conditions set forth herein, Licensor warrants that commencing from the date of shipment to Customer (but in case of resale by an approved Licensor reseller, commencing not more than ninety (90) days after original shipment by Licensor), and continuing for a period of the longer of (a) ninety (90) days or (b) the warranty period (if any) expressly set forth as applicable specifically to Software in the warranty accompanying the product of which the Software is a part (the “Product”) (if any): (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to the Documentation. Except for the foregoing, the Software is provided “AS IS”. Customer’s sole and exclusive remedy and the entire liability of Licensor and its suppliers under this limited warranty will be: (i) replacement of defective media and/or (ii) at Licensor’s option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to Licensor or its authorized reseller supplying the Software to Customer within the warranty period. Licensor or the authorized reseller supplying the Software to Customer may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does Licensor warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Licensor does not warrant that the Software or any equipment, system, or network on which the Software is used will be free from vulnerability to intrusion or attack.

Any defect discovered under the warranty period does not represent a breach of contract by Licensor, and all terms of this Agreement remain enforceable and in full force and effect. In order for this limited warranty to apply, Customer must be running a currently supported version of the Software. If Customer is unsure as to the currently supported version, please contact your Licensor sales representative or authorized reseller from whom you purchased the Software.

This limited warranty does not apply if the Software or any equipment upon which the Software is authorized to be used: (a) has been altered, except by Licensor or its authorized representative; (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Licensor; or (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident. This limited warranty also does not apply to any Software supplied by a third party that Licensor has not authorized to use, sub-license, or transfer the Software.

8. DISCLAIMER OF ALL OTHER WARRANTIES

EXCEPT AS SPECIFIED ABOVE IN ARTICLE 7 (LIMITED WARRANTY), ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY LICENSOR, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD REFERRED TO IN ARTICLE 7 ABOVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY IN SUCH STATES. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER ALSO MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

Disclaimer of Liabilities-Limitation of Liability. IF CUSTOMER ACQUIRED THE SOFTWARE IN THE UNITED STATES, LATIN AMERICA, CANADA, JAPAN OR THE CARIBBEAN, NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABILITY OF LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO ANY APPROVED SOURCE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM OR IF THE SOFTWARE IS PART OF ANOTHER PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).

Disclaimer of Liabilities-Waiver of Consequential Damages and Other Losses. IF CUSTOMER ACQUIRED THE SOFTWARE IN THE UNITED STATES, LATIN AMERICA, THE CARIBBEAN OR CANADA, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF LICENSOR OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.

Customer acknowledges and agrees that Licensor has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.

9. GOVERNING LAW; RESOLUTION OF DISPUTES; CONTROLLING LANGUAGE; SEVERABILITY
The Agreement and warranties (“Warranties”) are controlled by and construed under the laws of the Commonwealth of Virginia, notwithstanding any conflicts of law provisions, unless the sub-Customer or transferee is the U.S. Government, in which case the Agreement and warranties (“Warranties”) are controlled by and construed under the federal laws of the United States of America upon such sub-license or transfer becoming effective.

The Parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods.

The Parties agree to enter into negotiations to resolve any dispute arising out of or relating to this Agreement. If negotiations are unsuccessful, either Party may initiate proceedings in any all disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in either the Circuit Court of Fairfax County, Virginia, or the U.S. District Court for the Eastern District of Virginia, Alexandria Division, and the Parties hereby consent to such exclusive jurisdiction and venue. The Parties hereby waive trial by jury with respect to any dispute relating to this Agreement.

The Agreement has been written in the English language, and the Parties agree that the English version will govern in all cases where the Agreement is translated into a non-English language.

If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement and Warranties shall remain in full force and effect.

10. REMEDIES; WAIVER
All rights and remedies available to Licensor hereunder are cumulative and, to the extent permitted by law, may be exercised concurrently or separately.

Without prejudice to any other rights or remedies, Licensor may terminate this Agreement if Customer fails to comply with the terms and conditions of this Agreement. In such case, the license granted to Customer hereunder is invalidated, and Customer shall immediately cease all use of the Software and the Documentation and remove the Software from any devices on which it has been installed.

Customer acknowledges that any violation of this Agreement would cause irreparable harm to Licensor not adequately compensable by monetary damages. In addition to other relief, Customer agrees that injunctive relief, without any requirement for posting bond, shall be available to prevent any actual or threatened violation of this Agreement.

If conditions are imposed on Customer (whether by court order or otherwise) that contradict the conditions of this Agreement, they do not excuse Customer from complying with the terms and conditions of this Agreement.

Licensor’s failure at any time to require performance of any provision or to resort to any remedy provided under this Agreement shall in no way affect Licensor’s right to require performance or resort to a remedy at any time thereafter, nor shall the waiver of any Customer breach be deemed to be a waiver of any subsequent breach.

11. EXPORT/RE-EXPORT/TRANSFER/USE CONTROLS
11.1 The Software, Documentation, and technology or direct products thereof (hereinafter referred to as “Software and Technology” in this Article 11), supplied by Licensor under the Agreement may be subject to export controls under the laws and   regulations of the United States, and United Kingdom, and any other applicable countries’ laws and regulations. Customer  shall comply with such laws and regulations governing export, re-export, import, transfer and use of the Software and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Licensor and Customer each agree   to provide the other information, support documents, and assistance as may reasonably be required by the other in   connection   with securing authorizations or licenses.

11.2 The Customer agrees as a condition of acceptance of this License, that the Software and Technology will not be used for purposes associated with any chemical, biological, nuclear weapons, or missiles capable of delivering such weapons, or in support of any terrorist activity, nor will they be re-sold if it is known or suspected that they are intended to be used for such purposes or to be diverted to any destination subject to international sanctions or embargoes.

11.3 In the event of Customer’s non-compliance with this Article 11, Customer shall indemnify and hold Licensor, its parent company, its affiliates, officers, directors, employees, agents, suppliers, and licensors harmless from any claims, actions,   penalties, damages, costs, and all other liabilities related to, arising from or out of such non-compliance or any actions or omissions related thereto.

12. USE OF OPEN SOURCE SOFTWARE
Any open source software provided by Licensor is provided free of charge integrated with licensed parts of the Software in order to compliment the features of these software modules. Licensor does not claim ownership, copyright, or any other associated rights to this software that are not permitted by the associated open source license. Upon written request within the warranty period of distributed software, Licensor will distribute source copies of all open source software as obligated by the associated license. Licensor does not accept liability or provide warranty for any open source software distributed with its Software, unless it is covered by a separate support license or warranty. All acknowledgements that are required for any open source software used can be found in the associated Documentation. Customer shall indemnify and hold Licensor, its parent company, affiliates, officers, directors, employees, agents, suppliers, and licensors harmless from any consequence of any further distribution or modification of open source software by Customer and agrees that Licensor, its parent company, affiliates, officers, directors, employees, agents, suppliers, and licensors are not responsible or liable for any such actions.

13. ENTIRE AGREEMENT
This Agreement contains the full and entire understanding and agreement between the Parties with respect to the subject matter herein and supersedes and all prior agreements, understandings, inducements, and conditions, express or implied, oral or written, related to the subject matter hereof.

14. U.S. GOVERNMENT SUB-CUSTOMERS / TRANSFEREES
If End User is a U.S. Government agency, in accordance with Federal Acquisition Regulation (“FAR”) Section 12.212 and Defense Federal Acquisition Regulation Supplement (“DFARS”) Sections 227.7202-1 and 227.7202-3, the Parties hereby acknowledge that the Software constitutes “Commercial Computer Software,” and the use, duplication, and disclosure of the Software and the Documentation by the U.S. Government or any of its agencies is governed by, and is subject to, all of the terms, conditions, restrictions, and limitations set forth in this Agreement to the extent consistent with Federal law. Any provision, and only those provisions, determined to be inconsistent with Federal procurement law shall not apply.

All other provisions shall remain in full force and effect. Recourse against the United States for any alleged breach of this Agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable. The Parties also agree that the Documentation constitutes technical data related to a commercial item and, as such, shall be governed by the license terms contained in DFARS 252.227-7015(b) (DEC 2011). The owner of the Software and the Documentation is Cubic Digital Intelligence, Inc., a Delaware corporation and wholly-owned subsidiary of Cubic Corporation, with offices located at 21580 Beaumeade Circle, Suite 230, Ashburn, VA 20147.