END-USER
LICENSE AGREEMENT FOR NETWORK DISTRIBUTION OF SYSTEMSOFT
CARDWIZARD FOR WINDOWS
NT AND POWERPROFILER FOR WINDOWS
NT SOFTWARE
_________________________________________________________________________________
TO DOWNLOAD AND USE
CARDWIZARD AND POWERPROFILER YOU MUST AGREE TO THE
END-USER LICENSE AGREEMENT SET FORTH BELOW.
THIS AGREEMENT IS IMPORTANT -
READ IT CAREFULLY; THIS SYSTEMSOFT END-USER LICENSE AGREEMENT IS
A LEGAL AGREEMENT BETWEEN YOU AND SYSTEMSOFT CORPORATION AND
SUPERSEDES ALL OTHER LICENSE AGREEMENTS RELATING TO
SYSTEMSOFTS CARDWIZARD AND POWERPROFILER SOFTWARE FOR
WINDOWS NT.
IF YOU AGREE TO THE TERMS OF
THIS END-USER LICENSE AGREEMENT, INDICATE YOUR ACCEPTANCE BY
CLICKING ON THE ACCEPT BUTTON. IF YOU DO NOT AGREE TO THE TERMS
OF THIS END-USER LICENSE AGREEMENT, PROMPTLY CANCEL THE OPERATION
BY CLICKING ON THE CANCEL BUTTON.
__________________________________________________________________________________
PREAMBLE
1. GRANT OF LICENSE. SystemSoft
Corporation ("SystemSoft") grants to you a
nonexclusive, non-transferable license to use CardWizard
for Windows NT and PowerProfiler for Windows NT (the
"SOFTWARE PRODUCTS") on a single Digital
Equipment Corporation mobile computer and only on the
specific model number family known as Digital HiNote VP
with model numbers in the range of 550 to 575, provided
you have properly registered with Digital Equipment
Corporation the serial number of the machine on which you
will run the SOFTWARE PRODUCTS. The SOFTWARE PRODUCTS are
protected by copyright laws and international copyright
treaties, as well as other intellectual property
treaties. The SOFTWARE PRODUCTS are licensed, not sold.
Except as explicitly set forth otherwise in this Section
1, this license does not grant you any right to any
enhancement or update to the SOFTWARE PRODUCTS.
2. OWNERSHIP/USE RESTRICTIONS.
SystemSoft owns all right, title and interest in and to
the SOFTWARE PRODUCTS, including, without limitation, all
images, photographs, animations, video, audio, music,
text, and "applets", incorporated into the
SOFTWARE PRODUCTS and all copies thereof, all of which
contain valuable trade secrets of SystemSoft. You
understand and agree as follows: (i) you may not
make or permit others to make any copies of all or any
portion of the SOFTWARE PRODUCTS except for complete,
archival, or backup copies of the SOFTWARE PRODUCTS as
permitted by law; (ii) You may not decompile,
modify, incorporate, in whole or in part, any other
product or create derivative works based on all or any
part of the SOFTWARE PRODUCTS, or permit others to do so,
except to the extent expressly permitted by applicable
law and to the extent that SystemSoft is not permitted by
such applicable law to exclude or limit such rights.
Information relating to the SOFTWARE PRODUCTS which is
necessary to enable the production of software which is
interoperable with the SOFTWARE PRODUCTS (or with other
software) is available from SystemSoft on request;
(iii) You may not sell, license, sublicense, rent,
lease, or otherwise transfer the SOFTWARE PRODUCTS or any
portion of the SOFTWARE PRODUCTS without the written
permission of SystemSoft; (iv) You may not use the
documentation for any purpose other than to support your
use of the SOFTWARE PRODUCTS; (v) You may not
separate any component part of the SOFTWARE PRODUCTS for
use on more than one computer.
3. WARRANTY.
3.1 LIMITED WARRANTY. SystemSoft
warrants that the SOFTWARE PRODUCTS will perform
substantially in accordance with the accompanying
documentation for a period of thirty (30) days from the
date of initial use. SystemSoft does not warrant that
your use of the SOFTWARE PRODUCTS will be uninterrupted
or that operation of the SOFTWARE PRODUCTS will be
error-free. The SOFTWARE PRODUCTS are supported by
Digital Equipment Corporation. SystemSofts and
Digitals entire liability and your exclusive remedy
for breach of this warranty shall be to use reasonable
commercial efforts to advise you how to use the SOFTWARE
PRODUCTS. The foregoing warranty does not apply insofar
as (i) you use of a version of the SOFTWARE PRODUCTS
that does not include all updates available from
SystemSoft during the Update Period or thereafter; or
(ii) you use the SOFTWARE PRODUCTS on an operating
system other than the system and version specified in the
documentation.
Outside the United States, these
remedies are not available without proof of purchase from
an authorized source.
3.2 DISCLAIMER OF
WARRANTIES. YOU UNDERSTAND AND EXPRESSLY AGREE
THAT, EXCEPT AS SET FORTH IN SECTION 3.1 HEREOF,
SYSTEMSOFT MAKES NO WARRANTIES WHATSOEVER, AND
SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY,
AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY
KNOWLEDGE OF YOUR PARTICULAR NEEDS. NO EMPLOYEE, AGENT,
DEALER, OR DISTRIBUTOR IS AUTHORIZED TO MAKE ANY
ADDITIONAL WARRANTIES OR MODIFY THE FOREGOING LIMITED
WARRANTY. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED
UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE
LIMITED IN DURATION TO THIRTY DAYS AFTER THE DATE OF YOUR
INITIAL USE OF THE SOFTWARE PRODUCTS. SOME STATES DO NOT
ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS,
SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS
LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY
HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO
STATE JURISDICTION.
4. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SYSTEMSOFT OR ITS DISTRIBUTORS,
SUPPLIERS, LICENSORS OR RESELLERS, OR THE MANUFACTURERS,
SUPPLIERS, OR DISTRIBUTORS OF PRODUCTS WITH WHICH THE
SOFTWARE PRODUCTS MAY BE BUNDLED, BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE
PRODUCTS OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
THE FOREGOING LIMITATION OF
LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION
UNDER WHICH SUCH DAMAGES ARE SOUGHT, INCLUDING, WITHOUT
LIMITATION, BREACH OF CONTRACT, STRICT LIABILITY,
NEGLIGENCE, OR OTHER TORT. BECAUSE SOME STATES AND
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.
5. U.S. Government Restricted
Rights. The SOFTWARE PRODUCTS is provided with
RESTRICTED RIGHTS. Use, duplication, or disclosure by the
United States of America, its agencies and/or
instrumentalities is subject to restrictions as set forth
in subparagraph (C)(1)(ii) of the Rights in Technical
Data and Computer Software clause at DFARS 252.227.7013
or subparagraphs (C)(1) and (2) of the Commercial
Computer Software - Restricted Rights at 48 CFR
52.227.19, as applicable. Manufacturer is SystemSoft
Corporation/Two Vision Drive, Natick, MA 01760.
6. EXPORT CONTROLS. You may not
export or reexport the SOFTWARE PRODUCTS or any
underlying information of technology except in full
compliance with all United States and other applicable
laws and regulations. In particular, but without
limitation, none of the SOFTWARE PRODUCTS or underlying
information or technology may be exported or reexported
to or for a national or resident of Cuba, Haiti, Iraq,
Libya, Yugoslavia, North Korea, Iran, Syria, or any other
county to which the United States embargoed goods; or to
anyone on the United States Treasury Departments
list of Specially Designated Nationals or the United
States Commerce Departments Table of Deny Order. By
using the SOFTWARE PRODUCTS, you are agreeing to the
foregoing and you are representing and warranting that
you are not located in, under the control of, or a
national or resident of any such country or on any such
list.
7. TERMINATION. SystemSoft may
terminate this END-USER LICENSE AGREEMENT at any time if
you are in breach of any of its terms and conditions.
Upon termination, you agree to destroy the SOFTWARE
PRODUCTS or return all copies of the SOFTWARE PRODUCTS to
SystemSoft along with any copies you have made to the
address set forth in Section 8 hereof.
8. Miscellaneous. This END-USER
LICENSE AGREEMENT and any disputes or matters arising
under, in connection with, or relating to this END-USER
LICENSE AGREEMENT shall be governed by and construed in
accordance with the substantive laws of the Commonwealth
of Massachusetts, without regard to its principles
regarding conflicts of laws. The state and federal courts
in the Commonwealth of Massachusetts shall have exclusive
venue and jurisdiction in such courts. The parties hereto
exclude the United Nations Convention on Contracts for
the International Sale of Goods from this END-USER
LICENSE AGREEMENT and any transaction between them that
may be implemented in connection with this END-USER
LICENSE AGREEMENT.
If any provision of this END-USER
LICENSE AGREEMENT is held to be unenforceable for any
reason, such provision shall be reformed only to the
extent necessary to make it enforceable, and such
provision shall not affect the enforceability (i) of such
provision under other circumstances, or (ii) the
remaining provisions hereof under all circumstances.
Headings shall not be considered in interpreting this
END-USER LICENSE AGREEMENT. If you have any questions
concerning this END-USER LICENSE AGREEMENT, or if you
desire to contact SystemSoft for any reason, please
contact the SystemSoft subsidiary serving your county or
write: SystemSoft Sales Information Center/Two Vision
Drive, Natick, MA 01760.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
END-USER LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE
BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE
AGREEMENT BETWEEN YOU AND SYSTEMSOFT WHICH SUPERSEDES ANY
PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY
OTHER COMMUNICATION BETWEEN YOU AND SYSTEMSOFT RELATING
TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT. THIS
AGREEMENT MAY BE AMENDED ONLY BY A WRITING EXECUTED BY
BOTH PARTIES.
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