|
Warranty,
Copyright and Disclaimer Information
SOFTWARE
LICENSE AGREEMENT
In consideration for your use of this software and any updates, customizations
and/or enhancements, of applications, entitled Equipment Maintenance Control,
System-Trak or other software provided by Soft-Trak Development, you agree
to the following terms and conditions. If you do not agree to these terms,
you may not install the software. If you agree to these terms and conditions
you may use the software for a maximum period of 30 days free of charge.
This software is distributed as a fully functional application. After 30
days the program will not be accessible if not registered. During or after
the evaluation period you may register System-Trak as described in the
sub menu, Registration, located under the Help menu. By installing the
software you agree to all the terms and conditions listed below
1.
License. Licensor hereby grants the User a non-exclusive, non-transferable
license to use the Software for personal use on one computer by User
only. Licensor reserves the right at any time, without liability or
prior notice, to change the features or characteristics of the Software,
this Agreement, or the Software's documentation and related materials.
2. License Restrictions.
a. User acknowledges that the Software and its structure, organization, and
source code constitute valuable trade secrets of Licensor. Accordingly, User
agrees not to (i) copy, perform, distribute, modify, adapt, alter, translate,
or create derivative works from the Software; (ii) merge the Software with
other software; (iii) sublicense, lease, rent, or loan the Software to any
third party; (iv) reverse engineer, de compile, disassemble, or otherwise attempt
to derive the source code for the Software; or (v) otherwise use the Software
except as expressly allowed in this Agreement.
b. User shall comply with all applicable export and import control laws and
regulations in its use of the Software and, in particular, User shall not export
or re-export the Software without all required United States and foreign government
licenses. User understands that access and use of the Software from outside
the United States may constitute export of technology and technical data which
may implicate export regulations and/or require export license.
c. Licensor retains exclusive ownership of all worldwide copyrights, trade
marks, service marks, trade secrets, patent rights, moral rights, property
rights and all other industrial rights in the Software and documentation, including
any derivative works, modification, updates, or enhancements. All rights in
and to the Software not expressly granted to User in this Agreement are reserved
by Licensor. Nothing in this Agreement shall be deemed to grant, by implication,
estoppel or otherwise, a license under any of Licensor's existing or future
patents.
d. If User is an employee, contractor or agent of the United States Government,
the following provision applies. The Software and documentation are comprised
of "commercial computer software" and "commercial computer software
documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995)
and are provided to the Government (i) for acquisition by or on behalf of civilian
agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii)
for acquisition by or on behalf of units of the Department of Defense, consistent
with the policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3
(JUN 1995). Unpublished rights reserved under the copyright laws of the United
States.
e. User shall not use the Software in any way that violates any local, state,
federal or law of other nations, including but not limited to the posting of
information that may violate third party rights, that may defame a third party,
that may be obscene or pornographic, that may harass or assault others, that
may violate hacking or other computer crime regulations, etc. Licensor does
not monitor or edit any transmissions, postings, routings or other materials
which User may send, post, route, transmit or otherwise move through or with
the Software.
3. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT
ANY WARRANTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FUNCTIONALITY OR
ITS BEING VIRUS FREE. USER RECOGNIZES THAT THE AS IS CLAUSE OF THIS AGREEMENT
IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH LICENSOR
WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT. LICENSOR AND THIRD PARTIES DISCLAIM
ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING
THE SOFTWARE SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY
LIABILITY OF THIRD PARTIES WHATSOEVER. USER ACKNOWLEDGES THAT HE OR SHE HAS
RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN.
4. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE TO USER OR ANY THIRD
PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES,
UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE
OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF LICENSOR
HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF.
UNDER NO CIRCUMSTANCES SHALL LICENSOR'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER,
WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY
PAID BY USER UNDER THIS AGREEMENT. USER ACKNOWLEDGES THAT THE FEES PAID BY
HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT
LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS
LIABILITY.
5. Indemnification. User shall defend, indemnify and hold harmless Licensor,
its officers, directors contractors, agents and employees, all claims or causes
of action arising out of use of or related to the Software, and pay any and
all damages and expenses from any and (including but not limited to attorneys
fees incurred by Licensor and/or third parties) in connection therewith. Licensor
reserves the right, at it own expense, to assume the exclusive defense and
control of any matter otherwise subject to indemnification by User, in which
event User shall cooperate with the Licensor in asserting any available defenses.
6. Termination. This Agreement is effective unless terminated by Licensor at
any time for any breach of this Agreement. User may terminate this Agreement
at any time by destroying all copies of the Software in User's possession and
deleting the Software from User's computer system and other storage media,
or by returning all such copies to Licensor. This Agreement and User's right
to use this Software automatically terminate if User breaches this Agreement.
7. Legal Compliance. Licensor may suspend or terminate use of Software and
this Agreement immediately upon receipt of any notice which alleges that User
has used the Software for any purpose that violates any local, state, federal
or law of other nations, including but not limited to the posting of information
that may violate third party rights, that may defame a third party, that may
be obscene or pornographic, that may harass or assault others, that may violate
hacking or other criminal regulations, etc. of its agents, officers, directors,
contractors or employees. In such event, Licensor may disclose the User's identity
and contact information, if requested by a government or law enforcement body,
or as a result of a subpoena or other legal action, and Licensor shall not
be liable for damages or results thereof and User agrees not to bring any action
or claim against this Licensor for such disclosure.
8. Miscellaneous. Either party may assign this Agreement to any successor in
interest who purchases or through change in control owns greater than fifty
percent of the assets or equity of such entity and agrees in writing to be
bound by the terms and conditions herein; any other assignment shall be void.
This Agreement and any dispute arising hereunder shall be construed in accordance
with the laws of the State of California without regard to principles of conflict
of laws. For the purpose of this Agreement, User consents to the personal jurisdiction
and venue of the state and federal courts located in California. If any provision
of this Agreement is prohibited by law or held to be unenforceable, the remaining
provisions hereof shall not be affected, and this Agreement shall continue
in full force and effect as if such unenforceable provision had never constituted
a part hereof, and the unenforceable provision shall be automatically amended
to so as to best accomplish the objectives of such unenforceable provision
within the limits of applicable law. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall constitute
the same instrument. Any waiver of a provision of this Agreement must be in
writing and signed by the party to be charged. A valid waiver hereunder shall
not be interpreted to be a waiver of that obligation in the future or any other
obligation under this Agreement. This Agreement constitutes the entire agreement
between the parties related to the subject matter hereof, supersedes any prior
or contemporaneous agreement between the parties relating to the Software and
shall not be changed except by written agreement signed by an officer of Licensor.
Back
to top |
|
