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- Shomiti Software License Agreement
-
- This Software Program and accompanying written materials is a proprietary product of Shomiti
- Systems, Inc., and is protected by copyright laws and international treaties. You must keep the
- Software Program in strict confidence and treat it like any other copyrighted material. You
- may not copy the Software, documentation, or associated written materials except as provided
- below.
-
- Section 1: License
- Subject to the provisions of this License, Shomiti hereby grants to Licensee, a non-exclusive,
- non-transferable license to use the Software and all documentation and upgrades provided for
- said Software. The Software may be loaded and executed on a single host computer. Title to the
- Software shall at all times remain with Shomiti. Licensee may not copy or sublicense such
- Software, documentation, or other written material, in whole or in part, without the prior
- written consent of Shomiti, except for as provided below.
- Section 2: Term
- This License shall become effective upon shipment or other transfer of the designated Software
- from Shomiti and shall remain in full force and effect in perpetuity, unless terminated pursuant
- to the provisions of this License. This agreement may be terminated at any time by returning
- or destroying all copies of the Software and related written materials and documentation and by
- notifying Shomiti in writing of your termination of the License.
-
- If either party defaults in the performance of any of its obligations hereunder, and such default
- continues for thirty (30) days after receipt of notice from the non-defaulting party, the non-
- defaulting party shall have the right to terminate this License immediately by giving written
- notice. Upon termination of this License, Licensee shall, at Shomiti's request, either return to
- Shomiti or destroy all copies of the licensed Software and documentation.
- Section 3: Restrictions
- Licensee shall have the right to make one backup copy of the Software for use in the event the
- original Software is damaged. Such License does not convey any right, expressly or by
- implication, to manufacture, duplicate or otherwise copy or reproduce any of the Software or
- documentation. Licensee hereby agrees not to trace, decompile or disassemble the Software, or
- use any other means to identify the source codes of the Software.
-
- ShomitiÆs Software is commercial computer Software and, together with any related
- documentation, is subject to the restrictions on U.S. Government use, duplication or disclosure
- set forth in DOD FAR j2.227-7013(c)(1 )(II). Licensee agrees to mark any Software and related
- documentation that is to be directly or indirectly delivered to any branch or agency of the U.S.
- Government with the legend set forth below in such manner that it can be readily and visually
- perceived:
- RESTRICTED RIGHTS LEGEND
- Use, duplication, or disclosure by the Government is subject to restrictions as set forth in
- subdivision (c)(l)(lI) of the Rights in Technical Data and Computer Software clause at DOD
- FAR 52.227-7013.
-
- Shomiti Systems, Inc.
- 2099 Gateway Place, Suite 220
- San Jose, CA 95110
- Section 4: Limited Software Warranty
- A Shomiti Limited Software Warranty is provided with each Software Product purchased
- through one of Shomiti's authorized distribution channels. For a period of twelve (12) months
- from date of shipment, Shomiti warrants Software to conform with Shomiti's published
- specifications on date of shipment when properly operated in accordance with procedures
- described in documentation supplied by Shomiti.
-
- Defects in the Software will be reported to Shomiti accompanied by supporting information
- reasonably requested by Shomiti to verify, diagnose and correct the defect. Shomiti's exclusive
- obligation with respect to nonconforming Software Product shall be, at Shomiti's option, (a) to
- replace that copy of the Software with one that conforms to the specifications, or, (b) to use
- diligent efforts to provide the customer with a correction or workaround of the defect. Shomiti is
- under no obligation to provide Software updates which contain additional features and
- enhancements other than defect corrections.
- Section 5: Patent and Copyright Indemnification
- Shomiti shall have no liability to the Licensee if any patent or copyright infringement is based
- upon or arises out of: (1) compliance with designs, plans or specifications furnished by or on
- behalf of the Licensee as to the Products or services, (2) alterations of the Products or services
- by the Licensee, (3) failure of the Licensee to use updated Products or services, including error
- corrections and updates, provided by Shomiti for avoiding infringement, (4) use of Products or
- services in a manner for which the same was neither designed nor contemplated, or (5) a patent
- or copyright in which the Licensee or affiliate or subsidiary of the Licensee has any direct or
- indirect interest by license or otherwise.
- Section 6: Limitation of Liability
- Shomiti's liability under or for breach of this license shall be limited to refund of the purchase
- price actually paid by the Licensee to Shomiti for the specific item causing the damage. In no
- event shall Shomiti be liable for costs of procurement of substitute goods, loss of profits, or for
- any special, consequential or incidental damages, however caused, whether for breach of
- warranty, breach of contract, repudiation of contract, negligence or otherwise.
- Section 7: Forum
- This License shall be interpreted in accordance with the laws of the State of California, and
- exclusive jurisdiction and venue shall lie in the state or federal courts of Santa Clara County,
- California.
- Section 8: Entirety
- These terms and conditions represent the entire agreement between the parties relative to the
- license of the Software and firmware incorporated in or provided with the designated equipment.
- Any modification hereto must be embodied in a writing signed by both parties. No modification
- hereof shall be effected by either partyÆs use of a purchase order, acknowledgment, or other form
- containing additional or different conditions.
-
- Shomiti Systems Inc. Reseller Agreement 1.0 Page 2
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