1. License Grant. Title to the Licensed Software is not transferred to the Customer. Customer is granted a non-exclusive license to use the Licensed Software on a single computer workstation at a single location. Customer may distribute stand-alone installers created by the Licensed Software using Customerπs products provided that the Ray Sauers Associates copyright notice is not altered or removed from the installer.
2. Copying Restrictions. Customer may copy the Licensed Software, in whole or in part, only for backup and archival purposes. No more than two (2) copies may be in existence at any one time. Each copy shall include in readable format any and all confidential, proprietary and copyright notices or markings contained on the original provided by Ray Sauers Associates.
3. Transfer of Licensed Software. Customer may transfer the Licensed Software provided that (i) this Software License Agreement is transferred with the Licensed Software, (ii) the transferee fully accepts the terms and conditions of this Agreement, and (iii) all complete or partial copies of Licensed Software, including copies on data storage devices, are also transferred or destroyed.
4. Digital Configuration Unaltered. Customer shall not reverse engineer, decompile or disassemble the Licensed Software or otherwise convert the Licensed Software from one form to another form, including without limitation, any decoding or decrypting.
5. Customer Communication of Restrictions. Customer agrees to communicate, within reason, the restricted conditions of this Agreement to those persons employed by Customer or under customerπs direction and control that come into contact with the Licensed Software.
6. Customer Compliance and Unauthorized Use. Customer agrees to use all reasonable efforts to ensure that persons employed by customer or under the Customerπs direction and control abide by the terms and conditions of the Software License Agreement including, without limitation, not knowingly permitting anyone to use any portion of the Licensed Software for the purpose of deriving its source code. In the event the Customer becomes aware that the Licensed Software is being used by such persons in a manner not authorized by this Agreement, Customer shall immediately use all reasonable efforts to have such unauthorized use of such Licensed Software immediately cease. Customer shall notify Ray Sauers Associates in writing of the unauthorized use in the event that such unauthorized use continues for an unreasonable period after Customer becomes aware thereof.
7. Third Party Software. The Licensed Software is protected by Copyright and other proprietary rights of Ray Sauers Associates and, depending upon the Licensed Software provided, of a third party. Customer may be held directly responsible by such third party for acts relating to the Licensed Software which are not authorized by this agreement.
8. Limited Warranty. Ray Sauers Associates hereby warrants that, for a period of thirty (30) days from date of delivery to Customer, the Licensed Software shall substantially conform to the performance defined in pertinent documentation relating thereto (manuals, guides, exclusion documents, and computer aided instructions). Ray Sauers Associates does not warranty that the operation of the Licensed Software will be uninterrupted or error-free. Customerπs sole and exclusive remedy for failure of the Licensed Software to substantially conform to the performance defined in the pertinent documentation is for Customer to notify Ray Sauers Associates in writing of such non-conformity within thirty (30) days of delivery of the Licensed Software to Customer, and return the Licensed Software to Ray Sauers Associates. In such event, Ray Sauers Associatesπ sole obligation shall be, at its option, within a reasonable time after Ray Sauers Associates receives the notice of non-conformity, to either provide Customer with Licensed Software which conforms to the express warranty above or refund to Customer the license fee paid therefor. In the event of a refund, this Agreement shall be considered terminated and Customer, if it has any copies of the Licensed Software and/or related materials, shall promptly deliver to Ray Sauers Associates and/or destroy all such copies (including that in memory or data storage apparatus under control of Customer) and (ii) warrant in writing to Ray Sauers Associates within thirty (30) days of termination that the Licensed Software, related materials and all copies thereof have been either returned to Ray Sauers Associates and/or destroyed.
9. Disclaimer of Other Warranties. THE EXPRESS LIMITED WARRANTY SET FORTH IN PARAGRAPH 9 IS IN LIEU OF ANY OTHER EXPRESS WARRANTIES. THE IMPLIED WARRANTY OF MERCHANTABILITY IS LIMITED TO THE DURATION OF THE EXPRESS LIMITED WARRANTY. VENDOR DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND, FOR PERIODS AFTER EXPIRATION OF THE EXPRESS LIMITED WARRANTY, OF MERCHANTABILITY. VENDOR FURTHER DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE BY PERSONS OTHER THAN VENDOR INCLUDING, BUT NOT LIMITED TO, DISTRIBUTORS OF ANY OF VENDORπS SOFTWARE.
10. Greater Warranty Rights. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Customer.
11. Patent and Copyright Indemnification. Ray Sauers Associates will defend Customer from, and pay any ultimate judgment for, direct infringement in the U.S. by the Licensed Software of any patent, trade secret, or copyright, if Customer promptly notifies Ray Sauers Associates in writing of any alleged infringement, allows Ray Sauers Associates to defend, and cooperates with Ray Sauers Associates. Ray Sauers Associates is not responsible for any non-Ray Sauers Associates litigation expenses or settlements unless Ray Sauers Associates agrees to them in writing. To avoid potential infringement, even if not alleged, Ray Sauers Associates may, at its option, and at no charge to Customer, obtain a license, or modify, or substitute an equivalent of, or remove the Licensed Software. If Licensed Software is removed by Ray Sauers Associates for this reason, the software license fees paid by Customer will be fully refunded. Ray Sauers Associates is not liable for any infringement due to the Licensed Software being made or modified (by Ray Sauers Associates or others, including Customer) to Customer specifications, or being used or sold in combination with equipment, software, or supplies not provided by Ray Sauers Associates. Ray Sauers Associates has no other express or implied warranty of noninfringement or liability for infringement or any damages therefrom.
12. Licensed Software Updates. At Ray Sauers Associatesπ sole discretion, Ray Sauers Associates shall provide Customer with updates of the Licensed software. Ray Sauers Associates retains the right to provide the Licensed Software updates for a fee. Customer may refuse to accept such Licensed Software updates.
13. Customer Selection of Licensed Software. Customer is solely responsible for selection of the Licensed Software to achieve Customerπs intended results.
14. Disclaimer. IN NO EVENT SHALL VENDOR BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANYWAY ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE. IN ADDITION, VENDORπS LIABILITY TO CUSTOMER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID BY CUSTOMER FOR THE LICENSED SOFTWARE.
15. Greater Damage Rights. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Customer.
16. Entire Agreement. This software License Agreement is the entire agreement between Ray Sauers Associates and customer pertaining to the Licensed Software and supersedes all proposals or prior and contemporaneous agreements or understandings of the parties regarding the Licensed Software. CUSTOMER AGREES THAT ANY TERMS AND CONDITIONS CONTAINED IN ANY CUSTOMER PURCHASE ORDER OR OTHER ORDERING DOCUMENT SUBMITTED PURSUANT HERETO SHALL HAVE NO BINDING EFFECT ON VENDOR AND WILL NOT MODIFY THIS SOFTWARE LICENSE AGREEMENT IN ANYWAY.
17. Governing Law. The Agreement will be governed by the laws of the State of New Jersey.
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Last modified 26-MAR-96