SOFTWARE LICENSE AGREEMENT
IMPORTANT NOTICE: Read this License Agreement (Agreement) carefully
before using the enclosed Program. You may Use the Program in accordance with
the following terms and conditions. IF YOU DO NOT AGREE TO BE BOUND BY THESE
TERMS, YOU MAY NOT USE THE PROGRAM. By installing or using the Program in any
way, You acknowledge that You have read, understand
and agree to the terms of this Agreement. If You do
not agree with these terms, promptly return the Program and package (and all other
product contents, including Documentation) with Your receipt or other proof of
purchase to the entity from which You obtained this product within 30 days and
request a refund. THIS IS A LICENSE AND NOT A
Sign this Agreement and submitted to Logic Research Labs before using
this Software. If You, Your company, or Your public agency have signed a
written software license agreement other than this agreement with Logic
Research Labs (hereafter referred as LRL in this document), covering the Use
of the enclosed Program, the terms of the signed license agreement shall take
precedence over any conflicting terms of this Agreement.
1.
LICENSE. LRL grants to You a non-exclusive,
nontransferable, perpetual license to Use the Program at the location specified
on the Order. The Program shall be subject to the applicable usage limitations
based on the type of license purchased, as indicated in the Order. You may Use
the Program (and accompanying Documentation) solely for Your
internal business purposes by Your employees, agents and contractors and on the
operating systems specified in the Order, unless otherwise permitted by the
type of license purchased. If the type of license is not indicated in the
Order, each copy shall be licensed for a single Seat on a single Machine.
Neither the Program nor this Agreement may be transferred, sold, assigned,
sublicensed or otherwise conveyed (whether by operation of law or otherwise) to
another party without LRLs prior written consent,
and payment of any then-applicable fees in accordance with LRLs
standard policies. Program may be transferred to another Machine, site or
Operating System Software only upon written notice and subject to LRLs transfer policies and fees then in effect. If
multiplexing hardware or software (e.g application
server product) is used, the number of Seats or Concurrent Users shall include
all inputs to the multiplexing front end. Any and all rights and licenses in
and to the Program not expressly granted herein are reserved by LRL.
2.
ADDITIONAL
RIGHTS AND RESTRICTIONS. THERE MAY BE ADDITIONAL RIGHTS AND RESTRICTIONS SET
FORTH IN SUPPLEMENTS OR PRODUCT SPECIFIC LICENSE TERMS ON CARDS OR COMPACT
DISKS ACCOMPANYING THE SOFTWARE, WHICH ARE HEREBY INCORPORATED INTO THIS
AGREEMENT. You agree that such
Product Specific License Terms or Supplements may be composed and shall be
enforceable in the English language.
3.
THIRD
PARTY PRODUCTS. Third party products
that are supplied by LRL separately or together with the Program and are
accompanied by a license agreement from the supplier are provided subject to
such supplier license agreement and the terms of this Agreement shall not apply
to such third party products, except that as between You and LRL, the
provisions of this Section 4 and Section 13 shall apply. LRL PROVIDES
SUCH THIRD PARTY PRODUCTS AS IS WITHOUT ANY INDEMNITIES OR WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
LRL shall not be obligated to
provide any Support or error correction services for such third party products,
but such services may be available from the third party supplier. Third Party
Products not accompanied by a license agreement from the supplier shall be
subject to the terms of this Agreement.
4.
COPY
AND OTHER RESTRICTIONS. You may not
copy the Program except (a) to make a reasonable number of copies of each
Program exclusively for inactive backup or archival purposes, and (b) to make
the number of Secondary Copies indicated in the Order for the Program. You
may not modify, reverse engineer, decompile or disassemble the Program
(except as specifically permitted by law without the possibility of contractual
waiver, or expressly permitted in the Documentation). Transfer of the Program
outside the country in which it was originally delivered to You
is not permitted without LRL's prior written consent,
and is subject to compliance with all applicable export regulations and
restrictions. If the Program includes more than one component product, Use of
all components of the Program is restricted to the same Machine(s), Seat(s),
Concurrent User(s), and/or CPUs, as applicable, and the Program may not be
unbundled for Use on different or additional Machine(s), Seat(s), Concurrent
User(s) or CPUs. You may not Use the Program for timesharing, rental or service
bureau purposes, or otherwise allow direct or indirect (including over the
Internet) access or Use of the Program by any third party, without LRL's prior written consent and subject to any applicable
fees. You may contract with a third party (Outsourcer) to operate the Program
on Your behalf and for Your benefit, however, You remain subject to all of the
provisions of this Agreement and shall be liable for Your Outsourcers
compliance with the provisions of this Agreement. You shall not remove any
copyright notices or other proprietary notices from the Program, and You must reproduce such notices on all copies or extracts of
the Program. Results of benchmark or other performance tests run on the Program
may not be disclosed to any third party without LRL's
prior written consent. Upon reasonable notice to You, LRL may audit the number
of copies of the Program licensed by You and Your Use
of the Program.
5.
COPYRIGHT
AND OWNERSHIP. All of the copyright
and intellectual property rights in the Program, Documentation and all copies
thereof are owned by LRL, or its parent company or their respective suppliers
and are protected by copyright and/or trade secret laws and international
treaty provisions. You acquire only the non-exclusive, non-transferable right
to Use the Program as permitted herein, and do not acquire any rights of
ownership in the Program.
6.
SUPPORT.
This Agreement does not entitle You to any Support service or Updates. Updates must be
separately licensed unless You have purchased a
Support plan that entitles You to Updates. Updates shall, upon installation,
replace earlier versions and shall be governed by this Agreement. Updates may
be subject to new or different Product Specific License Terms due to new or
different software content in later versions of the Program. You may purchase
Support at the rates described in LRL's then current
price list for as long as LRL offers Support for the Program. If You purchase a Support plan, LRL will provide You with the
level of Support service corresponding to the fees paid in accordance with LRL's then current Support plan descriptions. LRL shall
have no obligation to provide Support services with respect to: (i) any Program Used on any computer system other than the
specified Machine and operating system; or (ii) any version of the Program
modified by persons other than LRL. LRL reserves the right to make corrections
only to the most current generally available version of the Program. Provided
that You are then subscribing to a Support plan which
entitles You to Updates and are current in Your payment of Support fees, You
may transfer a Program to a different Machine or operating system subject to LRL
then current transfer policies and payment of all applicable fees, as specified
in LRL's then current price list.
7.
CONFIDENTIALITY.
"Confidential Information"
shall include the Program (including methods or concepts utilized therein) and
all information identified by LRL as proprietary or confidential. Confidential
Information shall remain the sole property of LRL and shall not be disclosed to
any third party without the express written consent of LRL; except that You may
disclose Confidential Information to consultants performing services for Your
benefit, provided that such consultants are bound by a written non-disclosure
agreement with You protecting such Confidential Information in a manner
consistent with this Agreement. Except with respect to the Program, items will
not be deemed Confidential Information if (i)
available to the public other than by a breach of an agreement with LRL; (ii)
rightfully received from a third party not in breach of any obligation of
confidentiality; (iii) independently developed by You without access to the
Confidential Information; or (iv) if proven to have been known to You at the
time of disclosure. You shall immediately inform LRL if You
are required to produce Confidential Information by operation of law, and if so
requested by LRL, shall provide reasonable assistance to LRL in seeking to
limit such production. A copyright notice on a Program does not, by itself,
constitute evidence of publication or public disclosure. You shall not release
the results of any benchmark of the Program to any third party without the
prior written approval of LRL for each such release.
8.
FEES.
License and Support fees for the
Program are due and payable to LRL Net 15 days after the invoice date
(subject to credit approval) if You have acquired the
Program directly from LRL; otherwise such fees are due and payable in
accordance with the resellers policies. You shall pay all applicable shipping
and handling charges, and sales, use, value added, personal property, or
similar taxes, tariffs or governmental charges, exclusive of those based upon LRL's or its resellers income and corporate franchise
taxes.
9.
TERM.
This license is effective until
terminated. You may terminate it at any time by destroying the Program and
Documentation. This license will also terminate if You
fail to comply with any term or condition of this Agreement. Upon such
termination, You agree to destroy the Program and
Documentation.
10.
LIMITED
WARRANTY. Unless otherwise specified
in the Documentation, for a period of 30 days from the date of shipment
of the Program to You, LRL warrants that the Program, when properly Used, will operate in material conformity with its
Documentation and the Program media shall be free of defects. In the event of a
non-conforming Program or defective media, Your sole
remedy shall be, at LRLs option, replacement of the
defective Program or a refund of the license fees paid for the affected
Program. This limited warranty gives You specific
legal rights. You may have other rights which vary from jurisdiction to
jurisdiction. Some jurisdictions do not allow limitations on implied warranties
so the above limitations may not apply to You. LRL
warranties extend solely to You, the original
licensee.
LRL DISCLAIMS ALL OTHER
WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, ACCURACY OF
INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF
MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A
COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PROGRAM,
DOCUMENTATION, SUPPORT OR OTHER SERVICES RELATED TO THE PROGRAM. NO WARRANTY IS
MADE REGARDING THE RESULTS TO BE OBTAINED FROM ANY PROGRAM OR SERVICES, THAT
THE PROGRAM WILL BE ERROR FREE, THAT ALL ERRORS IN THE PROGRAM WILL BE
CORRECTED, OR THAT THE PROGRAMS FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. YOU
ACKNOWLEDGE YOUR RESPONSIBILITY TO (a) REGULARLY BACK UP DATA, AND (b)
ADEQUATELY TEST PROGRAM PRIOR TO DEPLOYMENT.
11.
INFRINGEMENT
INDEMNITY. LRL, at its own expense,
agrees to (i) defend, or at its option settle, any
claim or suit against You on the basis of infringement of any copyright, trade
secret or patent (Intellectual Property Rights) by Your Use of the Program,
and (ii) pay any final judgment entered against You on such issue or any
settlement thereof, provided (a) You give LRL sole control of the defense
and/or settlement; (b) You notify LRL promptly in writing of each such claim or
suit and give LRL all information known to You relating thereto, and (c) You
cooperate with LRL in the settlement and/or defense. (You will be reimbursed
for all reasonable out-of-pocket expenses incurred in providing any cooperation
requested by LRL.) If all or any part of the Program is, or in the opinion of LRL
may become, the subject of any claim or suit for infringement of any
Intellectual Property Rights, or in the event of any adjudication that the
Program or any part thereof does infringe, or if Your Use of the Program or any
part thereof is enjoined, LRL, at its expense, may either: (1) procure for You
the right to Use the Program or the affected part thereof; (2) replace the
Program or affected part; (3) modify the Program or affected part to make it
non-infringing; or (4) if none of the foregoing remedies are commercially and
reasonably feasible, refund the license fees You paid for the Program or the
affected part thereof. LRL shall have no obligation to the extent a claim is
based upon (A) Use of any version of the Program other than a current,
unaltered version, if infringement would have been avoided by a current,
unaltered version; (B) combination, operation or Use of the Program with
software and/or hardware not delivered by LRL if such infringement could have been
avoided by not combining, operating or using of the Program with such software
and/or hardware, or (C) any modifications to the Program which were not made by
LRL. The above states the entire liability of LRL, and Your exclusive remedy,
with respect to any infringement or alleged infringement by the Program or any
part thereof.
12.
LIMITATION
ON LIABILITY. LICENSORS OF SOFTWARE COMPONENTS WHICH ARE INCLUDED IN LRL
PRODUCTS SHALL NOT BE LIABLE FOR DIRECT DAMAGES. NEITHER LRL, ITS PARENT
COMPANY, NOR ANY OF ITS COMPONENT LICENSORS SHALL BE LIABLE FOR ANY LOSS OR
INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LRL'S
AND ITS PARENT COMPANYS TOTAL LIABILITY, IF ANY, ARISING OUT OF THIS AGREEMENT
OR YOUR USE OF THE PROGRAM OR RELATED SERVICES SHALL NOT EXCEED THE LICENSE OR
SERVICE FEES PAID FOR THE PROGRAM OR SERVICES GIVING RISE TO THE CLAIM. THE
FOREGOING RESTRICTIONS, DISCLAIMERS AND LIMITATIONS SHALL REMAIN IN FORCE EVEN
IN THE EVENT OF A FUNDAMENTAL BREACH BY LRL OR A BREACH BY LRL OF A CONDITION
OR FUNDAMENTAL TERM HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT
APPLY TO YOU.
13.
HIGH
RISK ACTIVITIES. The Program and
Third Party Products are not fault-tolerant and are not designed, manufactured
or intended for use or resale in the on-line control of nuclear facilities,
aircraft navigation or communication systems, air traffic control, direct life
support machines, or weapons systems, in which the failure of the Program could
lead directly to death, personal injury, or severe physical or environmental
damage, and LRL and its suppliers specifically disclaim any express or implied
warranty of fitness for such purposes.
14.
FORCE
MAJEURE. LRL shall not be liable by
reason of any failure or delay in the performance of its obligations hereunder
on account of: acts by You, acts of God or the public enemy, war, terrorism,
riots, strikes, embargo, acts of civil or military authority, unavailability of
communications facilities or energy sources, or any other cause which is beyond
the reasonable control of LRL.
15.
GENERAL.
This Agreement constitutes the
complete agreement between the parties with respect to the Program and services
and supersedes all previous and contemporaneous communications,
representations, or agreements regarding the subject matter hereof. This
Agreement is governed by the laws of Indian Government. The terms of this
Agreement supersede the terms of any purchase order or other document issued or
signed by You to authorize Your license of the Program, except that a purchase
order shall be binding as to the identification of Program and services
ordered, the type of license purchased, the fees due and the site for
installation or performance of services, as set forth therein. Other terms and
preprinted terms on or attached to any purchase order shall be void. If any
provision of this Agreement is held to be unenforceable, such provision shall
be limited, modified or severed, as necessary, to eliminate its
unenforceability, and all other provisions shall remain unaffected. The failure
or delay of either party to exercise any of its rights shall not be deemed a
waiver of such rights, and no waiver of any breach of this Agreement shall
constitute a waiver of any other breach. If You have any questions concerning
this Agreement, write to Logic Research Labs,