Research Systems, Inc.
Unsolicited Proposal to
The University Corporation for Atmospheric Research
For an IDL Site License
Research Systems Inc., (RSI) is pleased to present this unsolicited proposal to the University Corporation for Atmospheric Research (UCAR) for the acquisition of a Site License for the IDL Software. The purpose of this proposal is to explain the business aspects, technical details of what is included and how it is delivered, the costs, and provide a background of RSI.
Technical Proposal
The intention of this proposal is to grant UCAR the right to distribute an unlimited number of IDL licenses to UCAR employees at the Mesa Laboratories, Foothills Laboratories, Research Aviation Facility, Marshall Field Site, High Altitude Observatory Federal Building, and High Altitude Observatory Mauna Loa Solar Observatory.
Characteristics of IDL:
IDL, the Interactive Data Language, is software for data analysis, visualization, and cross-platform application development. IDL will analyze any data from any source with flexible data I/O. Examples of formats IDL has direct support for are HDF, CDF, netCDF, DICOM, HDF, HDF-EOS, JPEG, GIF, DXF, and PNG.
Visualization functions include image processing and integrated 2D and 3D graphics such as XY plots, surface plots and contour plots. IDL has 2 graphics engines; the traditional Direct Graphics for fast processing or Object-Oriented graphics for interactive rendering of 3D images. IDL's accelerated 3D graphics takes advantage of OpenGL. There are over 250 mathematical and statistical procedures included in the core product of IDL.
IDL has an excellent suit of tools for application development. The IDL Development Environment includes debugging tools, a chromo coded editor, a profiler to optimize code, context sensitive help, a variable watch window, and an output log window. The IDL GUIBuilder builds intuitive Graphical User Interfaces with drag-and-drop ease. The code that is developed using the GUIBuilder is cross platform, and applications can be deployed on any operating system that IDL supports. Link IDL with external code by calling C or Fortran or using callable IDL. IDL's ActiveX Control integrates COM-compatible applications with an IDL application.
IDL offers scaleable TrueType® fonts and delivers output in standard image formats and PostScript. IDL automatically displays and prints at the maximum resolution of your monitor and printer for the highest quality output possible.
Please reference the attached functional summary for a more detailed description of IDL version 5.2. Functionality, features, and supported platforms may change with future releases of the IDL software.
Services Included in the IDL Site License Agreement:
In addition to the IDL software licenses, RSI is including an annual renewable fee for IDL Software Maintenance as a part of the Site License Agreement. Software Maintenance provides updates to the IDL software as they are released. This shall include all major and minor IDL software updates, including all functionality added to the core IDL product, file format support, bug fixes, as well as on-going support for any currently supported computer operating systems. IDL typically has 1 major and 1 minor version release per year.
IDL Technical Support will be provided to a single named Site License Technical Point of Contact for the length of the contract. Technical Support is a telephone and email based help line staffed by technical specialists with in-depth expertise with Research Systems' products. Additional technical support contracts coordinated through a single point of contact may be purchased on an individual or group basis with an additional 30% discount from the then current Research Systems commercial price list. Group based support is an excellent method of providing technical assistance to a large number of IDL users.
Services and products specifically excluded from this site license agreement are additional technical support contracts, training, consulting services, and any extra cost modules such as IDL Dataminer or stand alone RSI software products such as ION, ENVI, or RiverTools. All enhancements to the core IDL product will be included in the Software Maintenance agreement.
The extra cost products can either be added to the site license per an amended agreement or purchased separately. If the later is selected for acquiring these additional products, Research Systems will offer a 25% discount for the initial purchase of ION, ENVI, RiverTools, and Noesys for any eligible UCAR employee.
License Generation and License Delivery:
In order to simplify the process of creating, registering, and delivering IDL licenses to UCAR sites RSI will set up a special email account for UCAR to automatically request and generate IDL license files for its users. This procedure is currently used by Research Systems subsidiaries and distributors for license generation and is referred to as Autogen.
Autogen will allow designated UCAR personnel to send RSI requests for permanent IDL licenses, automatically processes that request, log the transaction, record the RSI Installation Number, and automatically deliver a permanent IDL license file(s) to a predetermined email address at UCAR.
An IDL user at UCAR can simply install the IDL software from the supplied IDL CD ROM media, or by directly downloading the IDL software from RSI, run an IDL procedure that returns the information needed to generate a permanent license file, and forward their license request to UCAR personnel for a permanent IDL license. The information required includes the Host Name and Ethernet address of the host computer system.
Using the Autogen facility designated UCAR personnel can email RSI the request for a permanent license file 24 hours a day, 7 days a week. The Autogen process creates and automatically emails back to a designated email address the permanent IDL license file information for the end user. An audit report is generated by the Autogen facility so that both UCAR and RSI can monitor all license requests. Home Use licenses can be tagged at the time they are generated using Autogen to facilitate license administration for home use installations of IDL.
The Autogen process can produce a permanent IDL license file, using the FlexLM license manager utility, for any type of IDL license, including node-locked, floating, or multiple user licenses. FlexLM is not supported on the Macintosh environment, and in cases where a permanent license is requested for a Macintosh system RSI will supply UCAR with Macintosh hardware hasps and license files for distribution to Macintosh users.
As UCAR updates its version(s) of the IDL software RSI can automatically create and email updated permanent license files for any UCAR IDL installations. Thus, only new license requests need to be made via the Autogen process. RSI will email to designated technical point(s) of contact updated IDL license files as RSI updates the IDL software.
License transfers can also be accommodated and completed using the Autogen process, which will greatly simplify the process for moving licenses from system to system within UCAR. Finally, RSI will provide phone and e-mail assistance during the installation process of the IDL software, and also assist in configuring permanent licenses if such assistance is required.
Research Systems Customers and User Base:
The RSI customer base is extensive with approximately 40,000 installations located in over 50 countries worldwide. The scope of the applications used by RSI customers range from test engineering, medical imaging, lab sciences, life sciences, earth sciences, remote sensing, space physics, and mathematics. Some organizations that have purchased the IDL software are: NASA, Jet Propulsion Labs, Brookhaven National Labs, Oak Ridge National Labs, Fermi National Labs, Lawrence Berkeley Labs, Lawrence Livermore Labs, Los Alamos National Labs, Sandia National Labs, Argonne National Labs, MIT Lincoln Labs, Battelle Pacific Northwest Labs, Naval Research Labs, Air Force Research Labs, US Army Space Command, NIST, NIH, NREL, NIMA, DoD, DARPA, DIA, CIA, USGS, NOAA, Lockheed Martin, Raytheon, TRW, Orbital Sciences, Space Imaging EOSAT, ITRES, Ball Aerospace, Phillips Labs, Logicon, Booz, Allen, Hamilton, GE Medical Systems, Siemens, CTI Pet Systems, European Space Agency, Max Planck Institute, Canadian Centre for Remote Sensing, Porsche, Ford, and GM. IDL is the standard in many of these organizations for scientific visualization, analysis, and application development.
International offices are located in the UK, France and Italy. There are distributors for Austria, Germany, Liechtenstein, Luxembourg, Switzerland, The Netherlands, Brazil, China, India, Japan, Korea, Spain, Portugal, Taiwan. IDL licenses are sold directly from the RSI headquarters to Australia, New Zealand, Canada, and Mexico.
IDL Sole Source Statement
Research Systems, Inc is the sole owner and developer of the IDL © - Interactive Data Language software. Research Systems is also the exclusive sales channel and distributor for the IDL software in the United States, Canada, and many other parts of the world. Research Systems, Inc. has subsidiaries in Italy, France, and the United Kingdom, and uses authorized distributors for the IDL software in a number of other European and Asian countries. There are no authorized third party distributors, value added resellers, or agents for the IDL software in North America.
About Research Systems Inc.
Research Systems are headquartered in Boulder, Colorado, and has been in business for over 21 years. David Stern is the president and principal owner of Research Systems. As well, he is the author of IDL and is still active in the development of the software. RSI is dedicated to creating the best analysis, visualization and application development tools to help scientists and engineers minimize programming and gain deeper insight into their data.
IDL is RSI’s flagship product. IDL - an advanced, fourth generation language - has become the industry leader and is used worldwide to build visualization applications for science, medical, financial, and engineering data analysis.
History of Research Systems:
In 1977, David Stern was working at the University of Colorado with a team of scientists interpreting the data from the Mariner Mars 7 & 9 space probes. It became clear to him that his colleagues needed a computer language that went beyond the functionality of FORTRAN and provided for easier, faster application development, data analysis and visualization. As a solution, Stern wrote the Mariner Mars Spectral Editor (an IDL® prototype), a software language that successfully allowed scientists to test hypotheses without employing a programmer every time they needed to write or modify an application. Research Systems, Inc. and IDL, the Interactive Data Language, were born from that prototype.
During the early 1980s, Stern realized that doctors, engineers and earth scientists required data analysis and visualization techniques to keep up with the explosion of data produced by modern instruments. IDL was rewritten to specifically address the problem of handling large amounts of data. Consequently, IDL became integral to the development of the first practical emission tomography imaging system, giving cardiologists new ways to diagnose heart disease.
In 1987, IDL was again enhanced to take advantage of powerful UNIX workstations, which were becoming popular. This formed the basis for the IDL of today which offers portable application development over UNIX, Windows, Windows 95, Windows NT, Macintosh, Power Macintosh, Linux and OpenVMS systems.
In 1997, IDL 5.0 was released. For the first time, IDL included Object Graphics in addition to the direct graphics engine that has served as the primary rendering system for IDL. IDL soon was enhanced with support for Active X Components, making it easier to embed Component Object Model-based software within an IDL application.
Additional products Research Systems markets are ENVI; (written in IDL) the industry-leading remote sensing data analysis software. RiverTools provides point and click analysis capabilities of digital terrain and river networks for users in the land-use, insurance, geosciences and civil planning industries. ION, IDL On the Net, enables sharing information and distribute IDL applications worldwide, on the Internet or through client-server environments. DataMiner is an optional database-independent connectivity tool that lets you access, query and edit information from one or multiple databases. Research Systems' Visible Human CD Collection is the complete, digital photographic reference for exploring male and female human anatomy. In 1998, we formed a technology and marketing alliance with Fortner Software LLC, this alliance will provide desktop data access and visualization application through the integration of Noesys and IDL.
Research Systems also has a Professional Services Group, which provides consulting services such as training, on-site training, shoulder to shoulder training, building prototypes, optimizing code, and developing full applications.
Number of Employees:
There are approximately 115 full time employees at Research Systems, Inc., and RSI has a solid history of sustained, well managed growth.
Research Systems, Inc. Financial Information:
When entering into a long-term agreement with any vendor we recognize that one aspect of the selection criteria is the stability of the company. Research Systems, Inc. is a privately held 21 year old software company that has a history of continued profitability, revenue growth, and stability. RSI has never had a layoff or reduction in force in the 21 year company history. As presented as part of the RSI company history, IDL is the flagship product of Research Systems, Inc. IDL continues to be the focus of RSI growth, on-going product development and company revenue. While RSI is privately held, we are disclosing certain financial information that is confidential for the purpose of assisting UCAR is verifying the profitability and balance sheet position of our firm.
Please refer to the Financial Statement Attachments that outlines confidential financial information about Research Systems, Inc. We also encourage UCAR to independently verify the financial information that is publicly available on Research Systems, Inc. through companies such as Dun & Bradstreet Corporation and others.
Research Systems, Inc.
Site License Agreement for
University Corporation for Atmospheric Research
This Agreement drafted on June 1st, 1999 between The University Corporation for Atmospheric Research and Research Systems, Inc., a Colorado corporation, with offices at 4990 Pearl East Circle, Boulder, CO 80301 USA.
DEFINITIONS:
"Agreement" Research Systems, Inc. Site License Agreement (this document).
"RSI" Research Systems, Inc., a Colorado corporation.
"Licensee" The University Corporation for Atmospheric Research.
"UCAR" The University Corporation for Atmospheric Research is a Colorado non profit organization that manages and operates NCAR (National Center for Atmospheric Research) for the National Science Foundation.
"Site" Facilities, physical location(s) or other defined areas where UCAR can distribute the IDL software and employees of UCAR can run the IDL software under the terms and conditions of this agreement.
"Software" IDL (Interactive Data Language)
"Perpetual License" License to continue using the current version of the IDL Software in perpetuity. Updates to newer versions of the IDL software will be provided as part of the on going software maintenance agreement that is part of this agreement.
"Software Maintenance" Program whereby the holder of a current maintenance contract receives any and all updates and new releases of the Software during the term of the contract.
"Technical Support" Technical Support is a telephone and email based help line staffed by technical specialists with in-depth expertise with Research Systems' products. Technical Support is not included as part of this contract, but is offered as an option on a per-person or group based support basis.
SCOPE OF AGREEMENT:
This agreement includes the non-exclusive, non-transferable grant to use the IDL Software at the locations and facilities identified below in this agreement. IDL software refers to the actual IDL software product as developed, marketed and sold by Research Systems, Inc. Any additional cost modules or IDL options, such as ION (IDL on the Net), IDL DataMiner (ODBC Connectivity for IDL), VIP (Visual IDL Programming) or other RSI software products built on the IDL software product but sold separately such as ENVI (Environment for Visualizing Images) or RiverTools are not included under the scope of this proposal. Additions of these or other future product offerings by RSI must be included under a separate or amended site license agreement.
The right to install and use IDL software includes any IDL supported computer platform and any IDL standard license configuration, which includes Node-Locked Single User Licenses, Network Floating Licenses, as well as Six User Node Locked Licenses and Unlimited User Node Locked Licenses. There is no limit to the number of IDL installations, IDL licenses, or concurrent users of the IDL software with this NCAR Site License, other than for Home Use Licenses.
Licensee agrees to include all proprietary notices, including copyright and trademark notices, on all copies of Research Systems’ Products and documentation distributed by Licensee. Further, Licensee agrees to instruct its end users as to their obligations under the terms of this Agreement.
Annual Software Maintenance is included as part of the UCAR Site License proposal and provides UCAR with zero-cost updates to the IDL software as they are released, and permits on-going distribution of current IDL versions to UCAR facilities. This shall include all major and minor IDL software updates, including all functionality added to the core IDL product, file format support, bug fixes, as well as on-going support for any currently supported computer operating systems.
IDL Technical Support will be provided to a named Site License Technical Point of Contact. Additional contracts for individual or group support are available as an option with the UCAR Site License. Individual IDL Technical Support allows for unlimited technical support for one contact with the RSI Technical Support Group. As an alternative to individual IDL Technical Support, RSI also offers yearly incident-based technical support so that any authorized persons at UCAR can contact RSI Technical Support via phone, fax or email for technical assistance. Using a single point of contact Technical Support may be purchased at a 30% discount from the then current IDL North American Price List.
PERMANENT UCAR SITES:
Mesa Laboratories (1850 Table Mesa Drive, Boulder, CO 80303)
Foothills Laboratories (3300, 3340, 3450 Mitchell Lane, Boulder, CO 80301)
Research Aviation Facility (Jeffco Airport, 10800 W. 120th Ave., Broomfield, CO 80021)
Marshall Field Site (2062 South 66th St., Boulder, CO 80303)
High Altitude Observatory Federal Building (P.O. Box 425, Hilo, HI 96721-0425) **
High Altitude Observatory Mauna Loa Solar Observatory (Mauna Loa, HI) **
** Usage is restricted to employees of UCAR at these sites.
NON-PERMANENT UCAR SITES:
UCAR / NCAR Field programs, campaigns, conferences, workshops, training, colloquia, and temporary accommodations. **
** Usage is restricted to employees of UCAR.
HOME USE LICENSES:
IDL Home Use Licenses may be provided to employees of UCAR under the following terms of usage. The IDL software is to be installed and used only on PC/MAC/LINUX computer systems owned by employees of UCAR / NCAR. Home Use Licenses are restricted to non-commercial use of the IDL software. The number of Home Use Licenses for the IDL software is restricted to 100 licenses. UCAR shall administer the usage of all IDL Home Use Licenses. In the event that employee of UCAR with an IDL Home Use License terminates their employment with UCAR, they shall surrender or delete the IDL software from their home computer system. Under no circumstance shall IDL Home Use Licenses be used or installed on a computer system owned or operated by anyone other than a UCAR employee.
LICENSEE SHALL RECEIVE:
As part of the initial distribution of the IDL licenses, RSI shall provide to UCAR the following:
As part of the optional on-going software maintenance updates for the IDL software RSI shall provide the following:
END OF AGREEMENT OPTIONS:
At the conclusion of this agreement, if the Licensee has purchased the optonal annual software maintenance, then the Licensee may elect to continue to purchase Software Maintenance for the IDL software licenses, may elect to not continue software maintenance payments to RSI, or may request to negotiate a new agreement with RSI. Licensee can continue to receive software maintenance updates from RSI after the contract expiration by paying a flat fee per year for the following five years after the end of this agreement. If at any time the Licensee has let the software maintenance lapse for more than 90 consecutive days, then the licensee shall not be eligible to receive software maintenance at the rates described in this contract. UCAR may renegotiate a new agreement for said maintenance with RSI at the time that UCAR determines it should institute software maintenance.
LIMITATION AND WARRANTY:
LIMITATION OF WARRANTY AND LIABILITY. RESEARCH SYSTEMS, INC. WARRANTS THAT, FOR A PERIOD OF SIXTY DAYS FROM THE DATE OF INITIAL PURCHASE THE IDL SOFTWARE SHALL PERFORM IN SUBSTABTIAL CONFORMITY WITH THE IDL DOCUMENTATION. RSI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL RSI BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR OTHER BUSINESS INFORMATION) ARISING OUT OF THE INABILITY TO USE THE LICENSED SOFTWARE.
YEAR 2000 STATEMENT:
IDL (Interactive Data Language) is as compliant as the Operating System it is running on. IDL does not itself manage or use the system time, it simply passes the system time through to the user. For example, under Unix operating systems, time is kept as a count of the number of seconds since Jan 1, 1970, and does not have a year 2000 problem. We are unaware of any problems on any other of the operating systems supported by IDL (Digital Equipment's OpenVMS, Microsoft's Windows, Apple's MacOS) but the definitive verification of the year 2000 compliance of these proprietary operating systems must be made by their respective vendor. Please note that while IDL is year 2000 compliant, there exists the possibility that some programs written in IDL by others may have year 2000 complications due to the way in which the program was written.
This agreement shall be effective upon execution by both parties and shall remain in force to September 30, 2004. RSI shall indemnify, defend and hold UCAR harmless from and against any loss, cost, expense or other damage (including, reasonable attorneys' fees and expenses) resulting from, arising out of or incurred with respect to, or alleged to result from, arise out of or have been incurred with respect to the violation or infringement of any third party’s trade secrets, proprietary information, trademark, copyright, patent or other intellectual property rights in connection with UCAR’s exercise of the license(s) granted herein. The IDL Software is protected by copyright law and is the sole and exclusive property of Research Systems, Inc. You may not assign, transfer or sublicense your rights under this Agreement without prior written permission of Research Systems, Inc.
This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. All prior or contemporaneous agreements, whether written or oral, among themselves or their agents and representatives relating to the subject hereof are merged into this Agreement. This Agreement may be altered, amended, or revoked only by an instrument in writing signed by all the parties hereto.
This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado.
LICENSEE SHALL AGREE TO THE TERMS AND CONDITIONS OF THE RESEARCH SYSTEMS LICENSE AGREEMENT:
ATTACHED AS EXHIBIT "B" FOR ANY CONDITIONS NOT ALREADY ADDRESSED IN THIS DOCUMENT BUT CONTAINED IN THE RESEARCH SYSTEMS LICENSE AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the authorized Licensees.
Exhibit B
Research Systems, Inc.
License Agreement
NOTICE -- READ BEFORE INSTALLING THIS PACKAGE. BY INSTALLING THIS PACKAGE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN RESEARCH SYSTEMS, INC. (RSI) AND YOU, THE LICENSEE. CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE INSTALLING THIS PACKAGE. INSTALLING THIS PACKAGE ON A COMPUTER OR COMPUTER STORAGE DEVICE INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL THIS PACKAGE AND IMMEDIATELY RETURN THE ENTIRE PRODUCT UNOPENED TO RSI OR TO THE PLACE OF PURCHASE FOR A REFUND.
LICENSE GRANT - RSI grants to you one or more of the following non-exclusive licenses as purchased by you and indicated by your invoice from RSI:
GRANT OF NODE-LOCKED LICENSE. If the license is for node-locked use, RSI hereby grants to you a license to use the enclosed Software on one single computer (CPU). You may have as many concurrent users on the single CPU as is specifically authorized by the license fees paid.
GRANT OF NETWORK LICENSE. If the License is for network use, RSI grants you the right to use the Software on a computer network as follows: You may have as many copies of the Software in simultaneous use on the network as is specifically authorized by the license fees paid.
GRANT OF HARDWARE KEY LICENSE. If the License is for use with a hardware key supplied by RSI, you may use the software on any machine with the RSI provided hardware key attached.
US GOVERNMENT RESTRICTED RIGHTS - The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraphs (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(I) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19 as applicable. Manufacturer is Research Systems, Inc., 4990 Pearl East Circle, Boulder, Colorado, 80301, USA.
OWNERSHIP, PROPRIETARY AND COPYRIGHT NOTICES, COPYING, MODIFICATION, AND USE - RSI owns and markets the Software and Documentation and would be harmed by its unauthorized use. The Software and Documentation is protected by United States copyright laws and international treaty provisions. You must treat the Software and Documentation as copyrighted material and cannot copy it for others to use except as expressly defined in a site license agreement. You may make one copy of the Software solely for backup or archival purposes.
You may modify the Software or combine it with other software subject to the requirement that the derived software is subject to the terms of this Agreement. You may not, however, reverse engineer, decompile or disassemble the Software.
You may reproduce written materials provided in this package (the Documentation), but only for your use of the enclosed Software in accordance with the License Grant described above. All such copies must contain the proprietary and copyright notices of the original Documentation. In no case may any copy be distributed to outside parties.
DUAL MEDIA - You may receive the Software in more than one media. You may not use the media on any other computer or computer network, or loan, rent, lease, or transfer the Software to another user except as part of a permanent transfer (as provided in the Transfer section of this agreement) or as is defined in a site license agreement.
TRANSFER - You may transfer the Software, Documentation and this license as a package to another party, but only after all of the following conditions have been met: (a) written notification to RSI, (b) agreement by the transferee be bound by the terms and conditions of this Agreement, and (c) acceptance by RSI. In the event of transfer of the Software, Documentation, and this license as a package, you will destroy all copies of the Software, whether in printed, machine readable, or other form, not delivered to the transferee.
EXPORT RESTRICTIONS - Except as specifically authorized by the United States Export Administration Regulations, or by prior written approval of the United States Department of Commerce, Licensee will not re-export, resell, or otherwise dispose of any of the Software or Documentation: (1) to any country not approved for export as brought to Licensee's attention by means of a bill of lading, commercial invoice, or any other means; or (2) to any person if there is reason to believe that it will result directly or indirectly in disposition of the Software or Documentation contrary to the representations made herein or contrary to United States Export Administration Regulations.
WARRANTY - RSI warrants that, for a period of sixty days from the date of purchase, the Software shall perform in substantial conformity with the Documentation. If Licensee reports a significant program error that RSI is unable to fix after confirming the existence thereof, RSI will refund the license fee provided Licensee returns the Software and Documentation and all copies thereof and agrees to cease further use of the Software.
DISCLAIMER, AND LIMITATIONS OF WARRANTY AND LIABILITY - The foregoing express warranties are given in lieu of all other warranties, whether written, oral or implied (including any warranty of merchantability or of fitness for a particular purpose), such other warranties being hereby disclaimed. RSI does not warrant that the functions contained in the Software will meet Licensee's requirements or will operate in the combinations which may be selected for use by Licensee, or that operation of the software will be uninterrupted or error-free, or that the data stored in the software will not be lost if, for any reason, operation of the Software is interrupted. In no event shall RSI's liability include any special or incidental damages.
DEFAULT - You will be in default hereunder if you breach any provision of this Agreement relating to use or copying of the Software or Documentation, in which case the license granted hereunder shall terminate immediately. You will be in default hereunder if you commit a material breach of any other term of this Agreement which is not remedied within ten days after notice of such violation has been given by RSI. In the event of termination you will discontinue use of the Software and Documentation, destroy or return to RSI all copies of the Software and Documentation, and certify in writing to RSI that such copies have been destroyed or returned. In the event you are in default hereunder, all remedies at law and in equity shall be available to RSI.
GOVERNING LAW - This agreement is governed by the laws of the State of Colorado.