Athena Weapons Detection System Software




A. ATHENA is a provider of enterprise-level entryway security systems comprised of proprietary software (the “Software Services” defined further herein) and security equipment
such as tablets, cameras, and metal detection (the “Hardware Services” defined further
B. ATHENA sells its ATHENA security systems, which systems include the Software and Hardware Services, to direct customers (“Direct Customers”);
C. ATHENA has also entered into certain Authorized Reseller Agreements (the
“Reseller Agreements”) with entities and/or individuals who are permitted to resell
ATHENA security systems (the “Resellers”) which systems include the Software and
Hardware Services;
D. ATHENA retains the authority and right to distribute its Software and Hardware Services to its Direct Customers, the Resellers and to the customers of Resellers (the “End Users”);
E. All End Users and Direct Customers who install ATHENA Software are subject to this
EULA unless such End User or Direct Customer has a separate written agreement
with Athena otherwise;
F. If you (an “End User”) purchased ATHENA products or systems from a Reseller, or you are a Direct Customer of Athena, we hereby grant you a license to use ATHENA Software and
Hardware Services on the following terms and conditions:


    1. “Intellectual Property Rights” means  patent rights (including patent applications and  disclosures), copyrights, trade secrets, know-how  and any other intellectual property rights  recognized in any jurisdiction in the world.
    2. “Professional Services” means any  consulting, analysis, design, development,  integration, implementation, installation or other  professional services that ATHENA performs for  its customers. Professional Services excludes  Support Services.
    3. “Support Services” means any software  maintenance/upgrades, technical support,  training, go-live support, etc., required to ensure  success use of the Services.
    4. “Services” means, collectively, Software  Services, Hardware Services, Professional  Services and Support Services.
    5. “Software Services” means the ATHENA  software, whether in object code or source code  form and regardless of how delivered, and  standard published documentation, and Updates  thereto that ATHENA provides to End User under  this Agreement, if any. The “Software Services”  may include software products that are owned or  controlled by a party other than ATHENA  including, but not limited to, software owned by  Microsoft Corporation (“Microsoft”). 
    1. Scope. This Agreement sets forth the  terms and conditions under which End User may  license Services from ATHENA. End User  acknowledges and agrees that ATHENA licenses  and does not sell the Software Services, Hardware  Services, Professional Services and Support  Services, and that use of terms such as “purchase”  and “sell” in this Agreement means the purchase  or sale of a license to use the Services only.
    2. Unless otherwise agreed to in writing by the parties, ATHENA will license the Services to End User only in accordance with the terms and conditions set forth in this document, and, if applicable, the Reseller Agreement to which End User is a party.


    1. License. ATHENA grants End User a non-exclusive, non-transferable, revocable license to use the Services during the Term of this Agreement. End User acknowledges that ATHENA retains the title to the Software Services and Hardware Services, and the object code and source code comprising the Software Services are confidential to ATHENA and protected by copyright. End User shall protect the confidentiality of the Software Services with the same degree of care, which it uses to protect the confidentiality of its own proprietary information of like nature, but with no less than a reasonable degree of care. The obligations of the End User under this agreement to maintain the Software Services in confidence shall survive the termination or expiration of this Agreement.
    2. License Restrictions. Except as expressly authorized in this Agreement, End User will not: (a) copy or modify the Software Services, in whole or in part; (b) transfer, sublicense, lease, lend or rent or otherwise distribute the Software Services to any third party; or (c) make the functionality of the Software Services available to multiple users through any means, including but not limited to uploading the Software Services to a network or file-sharing service or any hosting, application services provider, etc. End User acknowledges and agrees that portions of the Software Services, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or 3 contain trade secrets of ATHENA and its licensors. Accordingly, End User agrees not to disassemble, decompile or reverse engineer the Software Services or permit or authorize a third party to do so, except to the extent such restrictions are expressly permitted by law notwithstanding this section.
    3. Limited Rights. End User’s rights in the Software Services will be limited to those expressly granted in this License Agreement. ATHENA reserves all rights in and to the Software Services not expressly granted to End User under these License Agreement.
    4. U.S. Government End Users. The Software Services and its documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software Services and its documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and its documentation will be only those specified in these License Agreement.
    5. Ownership. End User expressly acknowledges that, as between ATHENA and End User, ATHENA owns all worldwide rights, title and interests in and to the Software Services, including all Intellectual Property Rights therein. End User will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the Software Services as delivered to End User. End User will reproduce such notices on all copies it makes of the Software Services.

4. TERM.

    1. Term. The ‘Term” of this Agreement shall be as set forth in End User’s agreement with Reseller.
    2. Effect of Termination. Upon termination of End User’s relationship with Reseller, End User’s license to use the Software and Hardware Services will automatically terminate. Athena reserves the right to suspend or terminate End User’s use of the Software and Hardware Services at any time based on Athena’s reasonable judgment., with or without any reason. For example, Athena may suspend or terminate End User’s access to the Software and Hardware Services if Athena determines in its sole discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of Athena or any third party. If End User fails to comply with any terms of this EULA, End User’s license to use the Software and Hardware Services may immediately terminate without notice or further action by Athena. Upon termination End User must delete the Software from End User’s device(s).
    3. Survival. The rights and obligations of the parties under sections 5, 6 and 7 will survive termination of this agreement.


    1. ATHENA warrants that the Services provided will be free of defects and will operate in accordance with its related documentation, including without limitation, manufacturers specifications. To warranty Security Hardware, End User should ship all Security hardware returns in appropriate packaging at End User’s expense to the Reseller as provided in the Reseller Agreement: To request warranty service, End User must first contact the Reseller from which it purchased the system or product.


    1. Infringement Indemnity. Athena Weapons Detection will defend or settle any action brought against End User to the extent that it is based upon a claim that the Services, as provided by ATHENA and used within the scope of the Agreement, infringes any U.S. Patent or any copyright or misappropriates any trade secret , and will pay any costs, damages, 4 and reasonable attorney’s fees attributable to such claim that are awarded against End User, provided that End User: (a) promptly notifies ATHENA in writing of this claim; (b) grants ATHENA sole control of the defense and settlement of the claim; and (c) provides ATHENA, at ATHENA’s expense, with such information, cooperation and assistance as may be reasonably required and promptly for the defense or settlement of the


    1. Exclusion of Damages. In no event will ATHENA be liable for any special, incidental, exemplary, punitive or consequential damages (including loss of use, data, business or profits) or for the cost of procuring substitute Services arising out of or in connection with this Agreement or the use, operation or performance of the Services, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not ATHENA has been advised of the possibility of such loss or damage.
    2. Total Liability. ATHENA’s total liability to End User, from all causes of action and all theories of liability, will be limited to the amounts received by ATHENA from End User for the specific Services giving rise to a claim for liability hereunder.
    3. Acknowledgment of Risk Allocation. The Parties have agreed that the foregoing limitations of liability will survive and apply even if any limited remedy specified in this Agreement is found to have failed in its essential purpose. The Parties acknowledge and agree that the foregoing limitations of liability are a condition of and material consideration for entering into this agreement.
    4. No Liability for “Incidents.” Incidents are defined herein as events where a person passes through the Athena threat detection Services and subsequently harms other people and/or themselves on the End User’s premise and/or premise under the supervision or control of End User. ATHENA under no circumstance will be liable for any harm and/or damaged caused by an Incident. It is understood by the End User that Athena’s Services are meant to assist in reducing the threat of Incidents but cannot eliminate Incidents altogether.
    5. No Liability for Hardware. End User agrees and specifically acknowledges herein that under no circumstance will ATHENA be liable to End User for any damage or harm resulting from or related to End User’s use of Hardware (“End User Hardware Liability”). End User agrees that for any End User Hardware Liability End User will look solely to the hardware manufacturer of the Hardware for compensation.


    1. Assignment. End User may not assign or transfer this Agreement, in whole or in part, without ATHENA’s express prior consent. Any attempt to assign or transfer this Agreement, without such consent, will be void. ATHENA may assign this Agreement to a third party that acquires or succeeds to all or substantially all of ATHENA’s assets or related business (whether by merger, sale, operation of law or otherwise); provided that such third party agrees in writing to be bound by the terms and conditions of this Agreement. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and permitted assigns.
    2. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law known as conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. The parties hereby irrevocably agree to submit to the nonexclusive jurisdictions of the federal or state courts located in Collin County, Texas.
    3. Export Control. End User agrees to 5 comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to ensure that neither the Software, nor any direct product thereof is: (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
    4. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
    5. Force Majeure. Neither Party will be responsible or liable to the other Party for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor dispute, strike, lockout, shortage of or inability to obtain energy, raw materials or supplies, war, terrorism, riot or act of God (each a “Force Majeure”). In the event of a Force Majeure, the Party that is unable to perform or whose performance is delayed will promptly notify the other Party of the Force Majeure and will use its commercially reasonable efforts to resume performance.
    6. Entire Agreement. This Agreement, including all exhibits (and any attachments or schedules thereto) constitutes the complete and exclusive understanding and agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. This Agreement may be modified or any rights under it waived only by a written document executed by both parties.
    7. No Third-Party Beneficiaries. Nothing in this Agreement shall confer upon any person other than the Parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
    8. Data Privacy. In the event that sharing of End User personally identifiable data (“PI”) is necessary, Parties agree that any applicable data privacy Laws and any other obligations of End User and the ATHENA to maintain the confidentiality of any personal information in accordance with applicable law shall govern the disclosure of personal information among the Parties under this Agreement. Both Parties shall ensure that they each have in place appropriate technical and organizational security measures to protect the personal data disclosed as required by the nature of the Services governed by this Agreement.
    9. Data Breach. If ATHENA has collected or used End User PI, ATHENA shall immediately notify End User within twenty four (24) hours in the event of a known or suspected breach of security of a ATHENA system or database that contains End User PI or any other Confidential Information, or the detection of suspicious activity, or suspected or actual loss or theft of any such data, or access by any unauthorized third party to such data, and will furnish all available information and assistance to End User regarding such breach sufficient for End User to evaluate the likely consequences and any legal or regulatory requirements arising out of the event. Notification must include full details of any security incident or breach relevant to End User data processing, and ATHENA shall use its commercially reasonable efforts to immediately terminate any security breaches or suspicious activity, and must do all such acts and things reasonably necessary to remedy or mitigate the effects of the security incident or data breach, and will continuously update End 6 User on developments relating to such security incidents or data breaches. ATHENA shall not allow any security breach or suspicious activity to persist for any amount of time or for any reason except as required by law, or as deemed reasonably necessary by ATHENA to determine the identity of the perpetrator and to stop such breach or suspicious activity from continuing.
    10. Technical Advice. Unless otherwise specifically agreed in writing, neither Athena nor any representative of Athena shall be responsible for application or supervision of application of the goods. Any supervision or technical advice or assistance other than pursuant to such written agreement does not create any liability on behalf of Athena for any supervision, advice or assistance given or results obtained.
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