THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND DATA BECKER CORP. ("DATA BECKER"). YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THE PACKAGE TO THE ENCLOSED SOFTWARE PROGRAM. DOWNLOADING, OR INSTALLING THE SOFTWARE PROGRAM, OR OTHERWISE USING THE SOFTWARE PROGRAM, MEANS YOU ACCEPT THESE TERMS AND CONDITIONS AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU (EITHER AN INDIVIDUAL OR SINGLE ENTITY), ANY END USER, AND DATA BECKER. IF YOU DO NOT AGREE WITH THEM, OR DO NOT WANT THEM TO BE BINDING ON YOU, YOU MAY NOT USE OR COPY THE SOFTWARE PROGRAM, AND YOU SHOULD PROMPTLY RETURN THE SOFTWARE PROGRAM FOR A FULL REFUND.
The Software Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Program is licensed, not sold.
1. OWNERSHIP
It is hereby understood and agreed that DATA BECKER Corp., a Delaware Corporation with offices at 210 Highland Ave, Needham, Massachusetts is the owner of all right, title, and interest to the Software Program recorded on the enclosed disk/CD-ROM and all subsequent copies thereof, and associated documentation ("Software") regardless of the media or form in which the original disk or copies may exist. You, as licensee ("Licensee") do not acquire any ownership rights to the Software.
2. LICENSE
A. DATA BECKER hereby grants Licensee a nonexclusive right to install and use one copy of the Software on a single computer on a single video screen at a single location.
B. It is understood and agreed that while the Software is not "copy protected," Licensee shall not copy the Software into any machine-readable or printed form except for archival or for backup or modification purposes, nor shall Licensee modify the Software and/or merge it into another computer program.
C. All rights not expressly granted are hereby reserved by DATA BECKER.
D. You may install the Software to allow you to use the Software over an internal network. However, you must acquire and dedicate a license for the Software for each computer on which the Software is used or to which it is distributed.
3. TERM
A. The license is effective until terminated. Licensee may terminate it at any time by destroying the Software together with all copies thereof.
B. This license will terminate upon conditions set forth elsewhere within this Agreement or if Licensee fails to comply with any term or condition of this Agreement. In such event, no notice shall be required by DATA BECKER to effect such termination.
C. Upon termination of this agreement, Licensee agrees to destroy the Software together with all backup copies, modifications, printed or written materials, and merged portions in any form, or return same to DATA BECKER at Licensee's expense.
4. RESTRICTIONS ON USE
A. Licensee may physically transfer the Software between computers provided that it is used on only one computer at any given time.
B. Except for the initial loading of the Software on a hard disk or for archival/backup purposes as provided for above, Licensee shall not, without DATA BECKER's express written consent:
1. Copy or reproduce the Software;
2. Electronically transfer the Software through a LAN (local area network) or other network system or through any computer subscriber system or "bulletin board" system or through the intranet or internet; or
3. Modify, adapt, or create derivative works based on the Software or any accompanying materials.
5. RESTRICTIONS ON TRANSFER
A. Licensee may transfer the Software and this license to another party if the other party agrees to accept the terms and conditions of this Agreement and you retain no copies. If Licensee transfers the Software, Licensee must simultaneously either transfer all copies whether in printed or machine-readable form to the same party or destroy any copies not transferred, including all modifications and portions of the Software contained or merged into other programs.
B. Licensee shall not sublicense, assign, or transfer the license or the Software except as expressly provided in this Agreement. Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void. Licensee shall not loan, rent or lease the license or the Software.
6. UPDATES
Enclosed with this package is a Software registration card. In the event that upgraded versions of the Software are developed, DATA BECKER may, at its discretion, make such updates available to those Licensees that have returned this completed registration card, paid any required fees, and returned the original Product to DATA BECKER.
7. LIMITED WARRANTY
A. DATA BECKER warrants the disks on which the Software is furnished to be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery to Licensee, as evidenced by your receipt.
B. Licensee shall assume responsibility for the selection of the Software and for the installation, use, and results obtained from the Software.
8. NO OTHER WARRANTIES
OTHER THAN THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATA BECKER AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITH REGARD TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS DATA BECKER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. The entire risk as to the quality and performance of the Software is with you. Should the Software prove defective, you (and not DATA BECKER) assume the entire cost of all necessary servicing, repair, or correction.
D. This Limited Warranty gives you specific legal rights, and you may also have other rights that vary from state to state.
9. REMEDIES
A. DATA BECKER's entire liability and Licensee's exclusive remedy shall be:
1. The replacement of any diskette/CDrom not meeting DATA BECKER's "Limited Warranty" above and that is returned to DATA BECKER or an authorized dealer with a copy of your receipt; or
2. If DATA BECKER or the dealer is unable to deliver a replacement copy that is free of defects in materials or workmanship, Licensee may terminate this Agreement by returning the product and Software for a full refund of the purchase price.
10.NO LIABILITY FOR CONSEQUENTIAL DAMAGES
To the maximum extent permitted by applicable law, in no event will DATA BECKER or its suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of savings, loss of business information, or any other pecuniary loss, arising out of the use of or inability to use such Software, even if DATA BECKER or its authorized dealer has been advised of the possibility of such damages, or for any claim by any other party. In any case, DATA BECKER and its suppliers' entire liability under any provision of this agreement shall be limited to the actual amount paid by Licensee for the Software. Because some states/jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, the above limitation or exclusion may not apply to you.
11. JURISDICTION AND DISPUTES
A. This Agreement and the Limited Warranty shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A.
B. All disputes hereunder shall be resolved in the applicable state or federal courts of the Commonwealth of Massachusetts. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
12. INTEGRATION
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, oral or written, between the parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
LICENSEE HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
