End user agreement for On-Tap PLUS SCO
THIS IS A CONTRACT. BY INSTALLING AND USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ CAREFULLY BEFORE PROCEEDING. IF YOU DO NOT AGREE TO THESE TERMS, PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION. This Agreement covers ISD Software including: all versions of On-Tap, On-Tap and related components of each, including but not limited to documentation; together, the "Software." 1. GRANT OF LICENSE: INTEGRATED SOFTWARE DESIGN, INC. (ISD) grants you the right to use the current version of the Software in accordance with these provisions, including the product specific conditions in the Software Product Description (SPD) or documentation accompanying the Software. This software license is valid for the term as detailed in the Software Product Description. The license expiration date is specified in the ISD product invoice. The Software, including any data bases and the license key, is proprietary technology owned by ISD or third parties. No ownership in or title to the Software is transferred to you. ISD retains all right, title and interest in and to the Software. You agree to limit the number of personal computers and computer terminals on which the Software is available for use to the actual number agreed under the sales policies effective at the time a license is acquired. You may copy the Software only as necessary for licensed use, and to make archival copies. Any full or partial copy of the Software must include all copyright and other proprietary notices which appear on or in the Software. You may use the Software temporarily on a backup system only in the event of a system malfunction. You may not make the Software available to any other party or permit others to use it except employees and agents who use it on your behalf and who have agreed to these license terms. You may not modify or make inoperable the license key or license management software. ISD may enforce these license terms and may terminate any license granted hereunder if you breach any license term. Upon termination of this license you will destroy all copies of the Software. 2. LICENSE RE-DESIGNATION: Licenses may not be transferred to another party except with ISD's written permission. You will maintain records matching the use of the Software to the license grants and will make the records available to ISD or the third party developer or owner of the Software upon reasonable notice. 3. COPYRIGHT RESTRICTIONS: This Software, documentation and technology are the subject of United States patents, trademarks and applications. The Software is owned by ISD and its licensors, and its design, structure, organization and code are valuable trade secrets of ISD and its licensors, protected by U. S. copyright law and international treaty. You agree not to disclose, publish or distribute the Software except as permitted above, and agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication or distribution. Proprietary rights notices on the Software shall be preserved on all copies made, and the Software shall not be modified, reverse engineered, decompiled or translated into another computer language. You agree not to rent, lease, loan, sell, sublicense, distribute or otherwise transfer the Software, except as expressly authorized in this Agreement. You agree not to remove any copyright, trademark or other proprietary notices from the Software or the media. You agree not to reverse engineer, decompile or disassemble the Software, except to the extent ISD cannot prohibit such acts by law. 4. OWNERSHIP: (a) You agree that ISD owns all right, title, interest and intellectual property rights in and to the Software, including without limitation any and all copyrights, patents, trade secrets, trademarks and other proprietary or industrial rights, and that the marks ISD, Tattoo ID, On-Tap, enLabel and On-Tap are trademarks of ISD. (b) You agree that unauthorized copying of the Software will cause ISD great and irreparable harm, and that ISD shall have no adequate remedy at law in the event of such unauthorized copying. You agree that ISD will be entitled to receive immediate equitable relief from any court of competent jurisdiction to prevent or stop threatened or actual infringement of any of the ISD intellectual property rights. 5. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY: the software is provided "as is," and without any warranty, express or implied, as to non- infringement, merchantability or fitness for any particular purpose, or as to its performance, accuracy or completeness. ISD does not guaranty that the Software (or any similar products) will be available in the future. ISD does not guaranty that the Software (or any similar products) will function with any particular computer operating system or version thereof. The entire risk as to the use, quality and performance of the Software is your own. IN NO EVENT WILL INTEGRATED SOFTWARE DESIGN, INC. OR ITS DEALERS BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOST PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE, OR THE INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF INTEGRATED SOFTWARE DESIGN, INC. OR AN AUTHORIZED DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INTEGRATED SOFTWARE DESIGN, INC. SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY OR DEATH ARISING FROM THE USE OF THE SOFTWARE, OR THE INABILITY TO USE THE SOFTWARE, IN ANY HEALTH CARE OR RELATED APPLICATION. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSION MAY NOT APPLY TO YOU. 6. TERMINATION: This Agreement will commence upon installation of the Software. Your rights under Section 1 will immediately and automatically terminate upon breach of any provision of this Agreement, at which time you must return or destroy all copies of the Software. You may terminate this Agreement at any time by destroying all copies of the Software. 7. EXPORT CONTROLS: You agree not to distribute, download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with United States laws and regulations or any other applicable laws and regulations. In particular, but without limitation You agree that, none of the Software or underlying technology may be transmitted or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, or Syria or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By accepting the Software, you agree to the foregoing and warrant that you/they are not located in, under control, or a national or resident of any such country or on any such list. 8. U.S. GOVERNMENT END USERS: You agree that the Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. 9. GOVERNING LAW; ATTORNEYS FEES: This Agreement shall be governed by the laws of the Commonwealth of Massachusetts and you consent to jurisdiction by the state and federal courts sitting in the Commonwealth of Massachusetts. Further, you specifically agree that exclusive venue for any disputes arising out of this Agreement shall be courts sitting in the Commonwealth of Massachusetts. If ISD employs attorneys to enforce any rights arising out of or relating to this Agreement, and prevails against you, ISD shall be entitled to recover reasonable attorneys' fees from you. 10. ENTIRE AGREEMENT: This Agreement constitutes the complete and exclusive agreement between ISD and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of ISD and you.