Please read this Agreement first. By opening the software package or using the software delivered herewith, you indicate your agreement with the following terms and conditions:
COMPUTERVISION SOFTWARE LICENSE AGREEMENT
This license agreement ("Agreement") is between Computervision Corporation, 100 Crosby Drive, Bedford, Massachusetts 01730 ("CV") and the customer (individual or entity) that has procured the Licensed Program for use as an end user ("Customer"). This Agreement covers any computer software program(s) from CV delivered herewith ("Licensed Program"), and supporting documentation ("Documentation"), to be used on a compatible computer owned or leased by Customer.
1. LICENSE. CV hereby grants Customer and Customer hereby accepts a non-exclusive, non-transferable license to use each Licensed Program for which a single unit license fee is paid solely on or through a single desktop computer owned or leased by Customer, in object code form only. Such use shall be made only by a single user at a time. Such use is permitted on a single computer on a network or operating with a file server provided that such use conforms to the preceding restrictions. In no event shall the number of units of any Licensed Program in use exceed the number of licenses purchased for such Licensed Program. Customer may transfer a Licensed Program to another computer, only with elimination of all copies and all use of such Licensed Program from the computer from which such transfer is made (except, in the case of a network, a storage copy may be retained on a storage device on the network to use in transferring the Licensed Program from one computer to another). CV retains all rights not expressly granted.
Customer shall not rent, lease, sublease, transfer, convey or assign any Licensed Program to any third party without the written consent of CV. Customer may copy any Licensed Program only as necessary for use on a single computer or related back-up and not otherwise. Customer may not copy Documentation.
Customer shall not modify, translate, disassemble , reverse engineer or decompile any Licensed Program or create a derivative work based on a Licensed Program (except where and to the extent the right to do so is mandated by applicable law).
* If the Licensed Program is an upgrade to a prior version, Customer must possess an authorized unit of such prior version for each upgrade unit, and must delete the prior version and/or install the upgrade only on the same computer as the prior version, as provided in the installation instructions.
2. TITLE; PROTECTION OF LICENSED PROGRAM. Title and rights of ownership in each Licensed Program and copy thereof shall remain in CV or its third party licensor ("Licensor"). Customer agrees to take appropriate action with its employees or other persons permitted access to the Licensed Program to prevent use of the Licensed Program other than as permitted hereunder.
3. TERMINATION. Customer may terminate this Agreement by destroying all copies of the Licensed Program. This Agreement or the license granted hereunder may be terminated by CV if Customer fails to comply with any of the terms and conditions of this Agreement. This Agreement shall remain in force until such termination. Upon termination, Customer shall cease using and return or destroy any Licensed Program as CV may direct.
4. WARRANTY AND DISCLAIMER. CV warrants that, upon delivery, each Licensed Program, if properly used on a compatible computer, substantially conforms to the specifications in its associated user Documentation from CV. Customer's exclusive remedy and CV's sole obligation under this warranty shall be for CV to use reasonable efforts to remedy any failure to so conform to such specifications which is reported to CV in writing within the ninety (90) day period commencing upon delivery to Customer, as documented by Customer, or at CV's sole election, to refund the lesser of the license fee paid by Customer for the Licensed Program or CV's suggested list price for the Licensed Program at the time of Customer's order and to terminate this Agreement. In addition, for a period of ninety (90) days from the purchase date of the Licensed Program, CV will repair or replace any defective diskette on which the Licensed Program is supplied.
CV AND ITS LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO ANY LICENSED PROGRAM OR DOCUMENTATION INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CV makes no warranty that the Licensed Program or Documentation is error-free or that CV will be able to rectify any problem encountered by Customer in the Licensed Program or Documentation. Licensed Program has been developed and tested by CV for use with certain compatible computers which it shall identify on request, and attempted use on other computers may significantly impair or prevent operation of the Licensed Program and CV makes no warranty with respect thereto.
5. LIMITATION OF LIABILITY. CV's and Licensors' liability for damages shall not exceed the charges paid by Customer for the Licensed Program and Documentation. CV and Licensors shall not be liable for any lost profits, lost data, lost use, substitute programs, or any claim or demand against Customer by any other party. IN NO EVENT SHALL CV, ITS RESELLER OR LICENSORS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. COMPLIANCE WITH EXPORT LAWS. Customer acknowledges that the Licensed Program and Documentation is or may be subject to export and import controls in the United States or other applicable countries. Customer agrees that no Licensed Program or Documentation will be exported, re-exported or resold in the country of installation without Customer first complying with all applicable laws and regulations of the U.S. Department of Commerce and other countries having jurisdiction over the export or import of the Licensed Program and Documentation, including obtaining any required governmental licenses.
7. U.S. GOVERNMENT RIGHTS. The Licensed Program and Documentation are Commercial Computer Software, as defined in the DFARS (JUN'95), and subject to DFARS 227.7201-1(a) and 227.7202-3(a) (JUN'95) or FAR 52.227-19 as applicable.
8. GENERAL. The provisions of the Agreement shall control over the terms of any purchase order or other writing issued by Customer or on its behalf or other communication between Customer and CV. Use of the Licensed Program or opening the software package by Customer shall be deemed conclusive evidence of Customer's agreement with the terms of this Agreement. No modification of this Agreement shall be valid unless executed by an authorized representative of CV. This Agreement supersedes all prior agreements and understanding between the parties related to the subject matter hereof and is intended by the parties as the complete and exclusive statement of the terms of their agreement. Any provision hereof not permitted by applicable law shall be deemed modified or deleted to the minimum extent necessary to conform to such law, and the remaining provisions hereof shall remain in full force and effect. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.
