SOFTWARE PRODUCT LICENSE AGREEMENT
PLEASE CAREFULLY READ THE FOLLOWING BEFORE USING THE SOFTWARE BEING
PROVIDED TO YOU BY SOFTWARE RESEARCH, INC.
USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF EACH OF THE TERMS AND
CONDITIONS CONTAINED IN THIS AGREEMENT.
IF YOU DO NOT AGREE WITH WHAT THIS AGREEMENT SAYS, DO NOT USE THE SOFTWARE.
PROMPTLY RETURN THE SOFTWARE (INCLUDING WRITTEN MATERIAL)
TO SOFTWARE RESEARCH, INC. FOR A FULL REFUND OR CREDIT.
In consideration of the payment of a license use fee, Software
Research, Inc. hereinafter referred to as "SR", grants a
non-exclusive license to use the Software, as defined herein, under
the following terms and conditions.
"Software" refers to those computer program products,
supplied on tape or other distribution media,
which you have licensed from SR,
together with all documentation and manuals furnished therewith, and
includes any future new Software shipped or made available to you by SR.
"Site Location" refers to a physical location associated with a
single address, and includes the floors of a single building or
adjoining buildings when linked together by a physical system.
"Host Computer" refers to a computer with the capability of loading
the software, executing the software,
and/or distributing it across a physical network.
Title to and ownership of the Software, and all copies thereof, shall
at all times reside with SR or with SR's licensors in the event the
Software is provided by SR under license from a third party.
- GRANT OF LICENSE.
SR grants you a non-exclusive and non-transferable right and license
to use the Software on the host or assigned computer, or if your license fee
includes multiple computers or simultaneous use at your site, for all
machines within a single Site Location.
Any attempt to sublicense, transfer, or assign the Software or the
rights or obligations under this license to any party without the
prior written approval of SR shall be void.
- SCOPE OF LICENSE.
You may make additional copies of each tape in support of the use of
the Software on Host Computer(s) at other Site Locations with the
written approval of SR, provided that such right has been
specifically identified in your license fee agreement. Copies may be
made only to the extent required to support the use of the Software.
You must reproduce and include the copyright notice and the
proprietary notices of SR or
its licensors on the original and on all copies of the Software.
In the event that SR provides you with a new version of the Software,
or authorizes you to make additional copies of new versions of the
Software to replace the Software licensed hereunder, then such
replacement Software and all copies thereof shall be covered by and
subject to the terms and conditions of this License Agreement. Copies
of old versions of Software shall continue to be subject to this
Agreement until destroyed by you or returned to SR.
The Software constitutes valuable proprietary assets of SR, embodying
substantial creative efforts and significant expenditures of time and money.
You hereby agree to observe complete confidentiality with
respect to the Software, including but not limited to the following:
(a) you agree to limit access to the Software and to assure that
anyone who is permitted access to the Software is made aware of and
agrees to abide by the obligations imposed on you under this Agreement;
(b) you agree not to alter or remove SR proprietary and
copyright notices from the Software and to reproduce and include such
notices on any copies of merged portions in any form of the Software;
(c) you agree not to attempt to disassemble, decompile or otherwise
reverse-engineer the Software;
(d) you agree:
(i) not to make unauthorized copies of all or
any portion of the Software;
(ii) not to sell, rent, sublicense, give or otherwise disclose,
distribute or transfer
to any third party
any portion of the Software or copies thereof; and,
(iii) not to install or permit use of the Software
on a local or non-local service bureau
or other remote access system or utility
whereby you or persons or utilities other than you
benefit from the direct or indirect use,
whether for fee or not,
of the Software;
(e) you agree that in the event of an unauthorized reproduction, transfer
or disclosure of any part of the Software,
SR will not have an adequate remedy at law,
and therefore injunctive or other equitable relief will be
appropriate to restrain such reproduction, transfer or disclosure,
threatened or actual.
You agree that the provisions regarding restrictions
on use and confidentiality contained in this Agreement shall
survive any termination of this Agreement.
- MEDIA WARRANTY.
SR warrants to you that any media on which the Software is furnished
shall be free from defects in material and workmanship under normal
use for a period of thirty (30) days from the date of shipment.
SR will replace any media that fails during the warranty period and is
returned to SR under warranty.
- LIMITATION OF LIABILITY.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE WARRANTIES ARE NOT TRANSFERABLE.
IN NO EVENT WILL SR BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM THE USE, PERFORMANCE OR
NON-PERFORMANCE OF THE SOFTWARE, INCLUDING ANY LOST PROFITS OR LOST
DATA, EVEN IF SR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.
SR's liability to you for actual damages for any cause whatsoever,
and regardless of the form of action, will be limited to the money
paid for the SR Software that caused the damages or that is the
subject matter of, or is directly related to, the cause of action.
This Agreement, together with SR's standard Terms and Conditions of
Sale, sets forth the entire agreement with respect to the license of
the Software to you by SR. This license shall remain in effect until
terminated. You may terminate this license by returning all copies
and modifications and by destroying all merged portions of the
Software in your possession. The license granted under this Agreement
will terminate automatically without notice if you violate any of the
terms and conditions of this Agreement. You agree upon such
termination to promptly return to SR all the Software and all related
documentation and certify in writing the destruction of all copies of
either in any form.
- EXPORT REGULATIONS.
Software, including technical data, is subject to U.S. export control
laws, including the U.S. Export Administration Act and its associated
regulations, and may be subject to export and import regulations in
other countries. Customer agrees to comply strictly with all such
regulations and acknowledges that it has the responsibility to obtain
licenses to export, re-export, or import Software.
- GOVERNING LAW.
This Agreement shall be governed by the laws of the State of
California, except for that body of law dealing with conflicts of
law. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining
provisions of this Agreement will remain in full force and effect.
- U.S. GOVERNMENT RESTRICTED RIGHTS.
If this SR Software is acquired by on behalf of a unit or agency of
the United States Government, this provision applies. This SR
Software (a) was developed at private expense, and no part of it was
developed with government funds; (b) is a trade secret of SR for all
purposes of the Freedom of Information Act; (c) is "commercial
computer software" subject to limited utilization as provided in the
contract between the vendor and the government entity; and (d) in all
respects is proprietary data belonging solely to SR.
For units of the Department of Defense (DoD), this SR software is
sold only with "Restricted Rights" as that term is defined in the DoD
supplement to the Federal Acquisition Regulations 52,227-7013 and:
use, duplication, or disclosure is subject to restrictions as set
forth in subdivision (b) (3) (ii) of the Rights of Technical Data and
Computer Software clause 52.227-7013.
YOU ACKNOWLEDGE THAT:
(a) YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS;
(b) THIS AGREEMENT IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND
CONTRACT BETWEEN US AND SUPERSEDES ANY AND ALL PRIOR OR WRITTEN
COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF; AND
AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED EXCEPT
IN WRITING SIGNED BY BOTH YOU AND SR.
Should you have any questions concerning this Agreement, please contact:
SOFTWARE RESEARCH, INC.
PHONE: +1 (415) 861-2800
TOLL FREE: +1 (800) 942-SOFT
FAX: +1 (415) 861-9801
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