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- SMARTCELL TECHNOLOGY SOFTWARE LICENSE AGREEMENT
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-
- By installing this software you accept all the terms and conditions of the
- following agreement.
-
- This SmartCell Technology Software License Agreement accompanies the
- TextPlus(TM) (version 3.5) software product and related explanatory materials
- ("Software"). The term "Software" also shall include any upgrades, modified
- versions or updates of the Software licensed to you by SmartCell Technology.
-
- 1. USE OF THE SOFTWARE
-
- - You may use the Software in connection with a single computer system and for
- the number of users and purpose specified by SmartCell Technology. You may
- distribute the Software in the format as received from SmartCell Technology
- provided that no modifications are made to the Software.
-
- - You may not distribute the License Information in any form, any copy, or any
- part of it to anyone else; you may not permit the use of the Software or
- License Information by more than the specified number of users; you may not
- sell, loan, rent, assign, lease or sub-license the Software or License
- Information or any copy or any part of it to anyone else; you may not modify,
- adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt
- to discover the source code of the Software; you may not remove any copyright
- notice, trade mark, legend, logo or product identification of the Software or
- License Information.
-
- 2. COPYRIGHT AND TRADEMARK RIGHTS
-
- The Software is owned by SmartCell Technology and its suppliers, and its
- structure, organization and code are the valuable trade secrets of SmartCell
- Technology and its suppliers. The Software also is protected by United States
- Copyright Law and International Treaty provisions. You may use trademarks only
- insofar as required to comply with Section 1 of this Agreement, in accordance
- with accepted trademark practice, including identification of trademark
- owner's name. Such use of any trademark does not give you any rights of
- ownership in that trademark. Except as stated above, this Agreement does not
- grant you any intellectual property rights in the Software.
-
- 3. LIABILITY
-
- SMARTCELL TECHNOLOGY AND ITS SOFTWARE SUPPLIERS, DISTRIBUTORS AND DEALERS
- MAKE NO REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS OR IMPLIED (BY STATUTE
- OR OTHERWISE) RELATING TO THE PERFORMANCE, QUALITY, MERCHANTABILITY OR FITNESS
- FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR OTHERWISE AND ALL SUCH
- REPRESENTATIONS AND WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED.
-
- YOU ALONE ARE ABLE TO DETERMINE WHETHER THE SOFTWARE WILL MEET YOUR
- REQUIREMENTS AND THE ENTIRE RISK AS TO ITS PERFORMANCE IS WITH YOU AND, SHOULD
- THE SOFTWARE PROVE DEFECTIVE, YOU ALONE MUST ASSUME THE ENTIRE COST OF ALL
- NECESSARY SERVICING, REPAIR OR CORRECTION AND ANY INCIDENTAL OR CONSEQUENTIAL
- EXPENSES. IN NO EVENT WILL SMARTCELL TECHNOLOGY, ITS SOFTWARE SUPPLIERS OR
- DISTRIBUTORS BE LIABLE FOR (1) DIRECT, (2) INDIRECT, (3) SPECIAL, (4)
- INCIDENTAL OR (5) CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR BUSINESS)
- RESULTING FROM ANY DEFECT AND OR/USE OF THE SOFTWARE, EVEN IF SMARTCELL
- TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, WHETHER DUE TO
- SMARTCELL TECHNOLOGY'S NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR
- OTHERWISE.
-
- NOTWITHSTANDING THE ABOVE, IF THERE SHOULD ARISE ANY LIABILITY ON THE PART OF
- SMARTCELL TECHNOLOGY BY REASON OF THE LICENSING OR USE OF THE SOFTWARE OR
- OTHERWISE, WHETHER DUE TO SMARTCELL TECHNOLOGY'S NEGLIGENCE, BREACH OF
- CONTRACT, MISREPRESENTATION OR OTHERWISE SUCH LIABILITY SHALL UNDER NO
- CIRCUMSTANCES EXCEED THE PRICE PAID BY YOU FOR THE LICENSE TO USE THE SOFTWARE
- OR AT THE ELECTION OF SMARTCELL TECHNOLOGY THE COST OF REPAIR OR REPLACEMENT
- OF THE DEFECTIVE SOFTWARE BY SMARTCELL TECHNOLOGY.
-
- YOU SHALL INDEMNIFY SMARTCELL TECHNOLOGY AGAINST ALL CLAIMS BY THIRD PARTIES
- (OTHER THAN CLAIMS ALLEGING BREACH BY THE SOFTWARE, AS SUPPLIED, OF A THIRD
- PARTY'S COPYRIGHT, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS) ARISING FROM
- THE POSSESSION OR USE OF THE SOFTWARE BY YOU OR ANYONE USING IT WITH YOUR
- CONSENT.
-
- Some states or jurisdictions do not allow the exclusion or limitation of
- incidental, consequential or special damages, or the exclusion of implied
- warranties or limitations on how long an implied warranty may last, so the
- above limitations may not apply to you.
-
- 4. GOVERNING LAW AND GENERAL PROVISIONS
-
- This Agreement will be governed by the laws of the State of California, U.S.A.,
- excluding the application of its conflicts of law rules. This Agreement will
- not be governed by the United Nations Convention on Contracts for the
- International Sale of Goods, the application of which is expressly excluded.
- If any part of this Agreement is found void and unenforceable, it will not
- affect the validity of the balance of the Agreement, which shall remain valid
- and enforceable according to its terms. You agree that the Software will not
- be shipped, transferred or exported into any country or used in any manner
- prohibited by the United States Export Administration Act or any other export
- laws, restrictions or regulations. This Agreement shall automatically terminate
- upon failure by you to comply with its terms. This Agreement may only be
- modified in writing signed by an authorized officer of SmartCell Technology.
-
- 5. NOTICE TO GOVERNMENT END USERS
-
- The Software and Documentation are "Commercial Items," as that term is defined
- at 48 C.F.R. .101, consisting of "Commercial Computer Software" and
- "Commercial Computer Software Documentation," as such terms are used in
- 48 C.F.R. 2.212 or 48 C.F.R. 27.7202, as applicable. Consistent with
- 48 C.F.R. 2.212 or 48 C.F.R. 27.7202-1 through 227.7202-4, as applicable,
- the Commercial Computer Software and Commercial Computer Software Documentation
- are being licensed to U.S. Government end users (A) only as Commercial Items
- and (B) with only those rights as are granted to all other end users pursuant
- to the terms and conditions herein.
-
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- Copyright (c) 1999-2000, SmartCell Technology
- All rights reserved.
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