END-USER LICENSE AGREEMENT FOR
NETWORK DISTRIBUTION OF SYSTEMSOFT CARDWIZARD FOR WINDOWS
NT AND POWERPROFILER FOR WINDOWS NT SOFTWARE
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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.
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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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