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1991-11-15
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Unique Software, Post Office Box 26613, Fort Worth, Texas 76126
LICENSE AGREEMENT
Unique Software, also hereafter known as Licensor, grants to
___________________________________________________________, also
hereafter known as Licensee, and Licensee accepts, a license to
use the licensed program in accordance with the terms and
conditions contained in this agreement.
1.0 DEFINITIONS
1.1 "Licensed program" means the object code version of the
program listed in Exhibit 1 and related program user
documentation. No rights to the source code versions of the
licensed program are granted by this license.
1.2 "Object code" means any instruction or set of
instructions in machine readable form.
1.3 "User documentation" means any standard manuals or
other related materials used for user instruction or reference in
use of the licensed program.
1.4 "Use" means copying of any portion of the licensed
program from a storage unit or media into the designated
equipment and execution of the licensed program on the equipment.
2.0 LICENSE GRANT
2.1 Licensee is granted a nontransferable, nonexclusive
right to use the number of copies of the licensed program
indicated on Exhibit 1 for Licensee's internal use. Unique
Software will deliver one copy of the licensed program to
Licensee. Licensee may make additional copies of the licensed
program, up to the number of copies licensed herein, provided
that each copy of the program contains Licensor's copyright
notice and any other proprietary legends, including legends under
the Federal Acquisition Regulations (FAR), if any, contained on
the delivered copy.
2.2 Each copy of the licensed program provided under this
license may be used on only one computer at any one time. Use of
the licensed program on a network system, or as a service bureau
is not authorized unless stated herein.
2.3 Licensee shall not use, copy, rent, lease, sell, modify,
decompile, disassemble, otherwise reverse engineer, or transfer
the licensed program except as provided in this agreement. Any
such unauthorized use shall result in immediate and automatic
termination of this license.
LICENSE AGREEMENT -- Unique Software -- Page 2
3.0 TERMS
3.1 This license is effective until terminated. Licensee
may terminate it at any time by destroying the licensed program
and all copies of it an notifying the Unique Software in writing.
This license will also terminate as otherwise provided in this
agreement. On termination, Licensee shall return all materials
not destroyed to Licensor together with a written verification
that the remaining materials have been destroyed.
4.0 PAYMENT
4.1 The fee for this license is set forth in Exhibit 1,
payable as set forth.
5.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS
5.1 The licensed program is licensed, not sold. Nothing in
this agreement shall be construed as conveying title in the
licensed program to Licensee.
5.2 Licensee understands and agrees that the licensed
program and all documentation related thereto constitute the
valuable properties and trade secrets of Unique Software, owner
of the copyright to the licensed program, embodying substantial
creative efforts which are secret, confidential, and not
generally known by the public, and which secure to Licensor a
competitive advantage.
5.3 Licensee agrees during the term of this license, and
thereafter, to hold the licensed program, including any copies
thereof and any documentation related thereto, in strict
confidence and to not permit any person or entity to obtain
access to it except as required for Licensee's own internal use
hereunder.
5.4 Licensee shall inform Unique Software promptly and in
writing of any actual or suspected unauthorized use or disclosure
of the licensed programs or documentation related thereto.
5.5 The obligations under this paragraph shall survive the
termination or rescission of this agreement.
LICENSE AGREEMENT -- Unique Software -- Page 3
6.0 LIMITED WARRANTY
6.1 Licensor warrants that for a period of ninety days from
the date of delivery of the licensed program the program, if
unmodified by the Licensee, will perform in substantial
conformity with the user documentation. Unique Software does not
warrant that the licensed program is free from coding errors. Any
program problems reported to Licensor during the warranty period
and determined by Unique Software to be actual coding errors will
be corrected by Licensor within a reasonable time. Any
modifications to the licensed program shall thereafter be
licensed AS IS.
6.2 The above warranty does not apply to the extent that any
failure of the licensed program to perform as warranted is caused
by the licensed program being (1) not used in accordance with the
user documentation, or (2) modified by any person other than
authorized Unique Software personnel.
6.3 Within forty-five days after delivery of the first copy
of the licensed program, Licensee shall perform such tests as it
deems necessary to determine that the licensed program operates
substantially in conformity with the user documentation. If
during such tests Licensee determines that the licensed program
does not so perform after following the error procedures
described in the user documentation, Licensee shall immediately
notify Licensor, setting forth the defects noted with the
specificity requested by Unique Software. Upon notification of
reported defects, Licensor shall have a reasonable time to
determine if actual coding errors exist and, if so, to remedy
those errors. Within fifteen days after redelivery, Licensee
shall retest the program and report any other problems
encountered. Unless Licensee notifies Unique Software of defects
encountered within the forty-five day test period, the licensed
program shall be deemed to have been accepted with the meaning of
California Commercial Code section 2106(2) or successor statutes.
6.4 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.0 LIMITATION OF LIABILITY
7.1 The total liability of Unique Software or its suppliers
for any claim or damage arising out of the use of the licensed
program or otherwise related to this license shall be limited to
direct damages which shall not exceed the license fee(s) which
have been paid by Licensee to Licensor for the specific client
project which is the subject of such claim or damage.
7.2 IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE
FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE
USE OF THE LICENSED PROGRAM OR RELATED TO THIS LICENSE.
LICENSE AGREEMENT -- Unique Software -- Page 4
8.0 TERMINATION. THIS LICENSE MAY BE TERMINATED BY LICENSOR IF:
8.1 Licensee fails to comply with any material term or
condition of this agreement and Licensee fails to cure such
failure within fifteen days after notices of such failure by
Unique Software; and
8.2 Licensee's normal business operations are disrupted or
discontinued for more than thirty days by reason of insolvency,
bankruptcy, receivership, or business termination.
9.0 GENERAL TERMS
9.1 Neither this agreement nor any rights or obligations
hereunder shall be assigned or otherwise transferred by Licensee
without prior written consent of Licensor, which consent will not
be unreasonably withheld. Unique Software may assign this
agreement entirely in its discretion upon the express written
assumption of the obligations hereunder by the assignee.
9.2 This agreement shall be interpreted and enforced in
accordance with and shall be governed by the laws of the State of
California applicable to contracts between residents. No suit
for enforcement of or for a declaration of rights between the
parties to this agreement shall be commenced in any court other
than the Municipal or Superior Court in and for the County of San
Diego, State of California, or in the United States District
Court for the Southern District of California.
9.3 Any controversy or claim arising out of or relating to
this agreement or the breach thereof shall be settled by
arbitration in accordance with the commercial rules of the
American Arbitration Association, using an arbitrator with
knowledge of computers and software, and judgement upon the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. No arbitration or other action arising out
of any claimed breach of this agreement or transactions under
this agreement may be demanded by either party more than one year
after the cause of action accrued. The prevailing party in any
such action related to or arising under this agreement shall be
entitled to reasonable attorneys' fees.
9.4 This agreement and its exhibits contain the entire
agreement between the parties hereto, superceding all previous
agreements, representations, understandings and negotiations.
This agreement may not be amended other than by writing signed by
an authorized representative of the parties.
9.5 In any terms or provisions of this agreement shall be
found to be illegal or unenforceable then, notwithstanding, this
agreement shall remain in full force and effect and such term or
provision shall be deemed stricken.
LICENSE AGREEMENT -- Unique Software -- Page 5
9.6 No amendment of this agreement shall be effective unless
it is in writing and signed by duly authorized representatives or
both parties. No term or provision hereof shall be deemed waived
and no breach excused unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or
consented. Any consent by any party to or waiver of a breach by
the other, whether express or implied, shall not constitute a
consent to, waiver of or excuse for any other, different or
subsequent breach.
9.7 This agreement shall be binding on and shall inure to
the benefit of the heirs, executors, administrators, successors
and assigns of the parties hereto, but nothing in this paragraph
shall be construed as a consent to any assignment of this
agreement by either party except as provide hereinabove.
9.8 Time is of the essence of this agreement.
9.9 This agreement may be signed in counterparts.
Effective this ______ day of ____________________, 19__.
LICENSEE Unique Software
___________________________ _____________________________
Authorized Representative Authorized Representative
Typed name_________________ Typed name: _C. D. Robertson_
Title______________________ Title: _Owner________________
Address____________________ Address: _P. O. Box 26613____
___________________________ _Fort Worth, Texas___________
___________________________ _76126-0613__________________
LICENSE AGREEMENT -- Unique Software -- Page 6
EXHIBIT 1
Licensed Programs
Date : _____________
(Make checks payable to:)
Unique Software
P.O. Box 26613
Fort Worth, Texas
76126-0613
Re: CVT2SB 1.3
Site License Purchase
Gentlemen:
Enclosed herewith be find my/our company check, number _____,
in the amount of $______.___ to cover my/our purchase of a site
license as detailed below :
1 to 15 copies ___ x $19.95 $_____.____
16 to 30 copies (10% off) ___ x $17.95 $_____.____
31 to 49 copies (20% off) ___ x $15.95 $_____.____
50 to 99 copies (30% off) ___ x $13.95 $_____.____
100+ (by arrangement) Subtotal $_____.____
Texas residents add appropriate sales tax $_____.____
Shipping and handling - inside the United States $____7.50__
- overseas $___15.00__
Total $_____.____
I/We have determined that your program fills our needs. I/We
believe in supporting good software and want to be notified of
upgrades of this program.
Sincerely,
Name___________________________________
Company_______________________________________________________
Address_______________________________________________________
_______________________________________________________
Phone_________________________ Bus.________________________