PLEASE CAREFULLY READ THE FOLLOWING BEFORE USING THE SOFTWARE BEING
LICENSED TO YOU BY SOFTWARE RESEARCH, INC.
USING THE SOFTWARE INDICATES YOUR ACCEPTANCE
OF EACH OF THE TERMS AND CONDITIONS
CONTAINED IN THIS AGREEMENT.
IF YOU DO NOT AGREE WITH WHAT THIS AGREEMENT SAYS, DO NOT USE THE SOFTWARE.
PROMPTLY RETURN THE SOFTWARE (INCLUDING WRITTEN MATERIAL)
TO SOFTWARE RESEARCH, INC. FOR A FULL REFUND OR CREDIT.
In consideration of the payment of license use fees or other compensation,
Software Research, Inc.,
hereinafter referred to as "SR",
grants a non-exclusive
license to use the eValid Software product,
as defined herein,
under the following terms and conditions.
"Software" refers to those computer program products,
supplied on tape, diskette, CD-ROM, or other distribution media,
which you have licensed from SR,
together with all documentation and manuals furnished therewith, and
includes any future new Software shipped or made available to you by SR.
"Site Location" refers to a physical location associated with a
single address, and includes the floors of a single building or
adjoining buildings when linked together by a physical system.
"Host Computer" refers to a computer with the capability of loading
the software, executing the software,
and/or distributing it across a physical network.
Title to and ownership of the Software, and all copies thereof,
including product documentation and product-produced scripts,
shall at all times reside with SR or with SR's licensors in the event the
Software is provided by SR under license from a third party.
The intellectual property embodied in
this software product is protected by:
GRANT OF LICENSE.
SR grants you a non-exclusive and non-transferable right and license
to use the Software on the host or assigned computer only,
or if your license fee
includes multiple computers or simultaneous use at your site, for all
machines within a single Site Location.
Any attempt to sublicense, transfer to an unlicensed machine,
or assign the Software or the
rights or obligations under this license to any party without the
prior written approval of SR shall be void.
SCOPE OF LICENSE.
You may make additional copies of the product in support of the use of
the Software on Host Computer(s) at other Site Locations with the
written approval of SR, provided that such right has been
specifically identified in your license fee agreement. Copies may be
made only to the extent required to support the use of the Software.
You must reproduce and include the copyright notice and the
proprietary notices of SR
its licensors on the original and on all copies of the Software.
In the event that SR provides you with a new version of the Software,
or authorizes you to make additional copies of new versions of the
Software to replace the Software licensed hereunder, then such
replacement Software and all copies thereof shall be covered by and
subject to the terms and conditions of this License Agreement. Copies
of old versions of Software shall continue to be subject to this
Agreement until destroyed by you or returned to SR.
CONFIDENTIALITY AND RESTRICTIONS.
The Software constitutes valuable proprietary assets of SR,
embodying substantial creative efforts
and significant expenditures of time and money.
You hereby agree to observe complete confidentiality with
respect to the Software, including but not limited to the following:
(a) you agree to limit access to the Software and to assure that
anyone who is permitted access to the Software is made aware of and
agrees to abide by the obligations imposed on you under this Agreement;
(b) you agree not to alter or remove SR proprietary and
copyright notices from the Software and
to reproduce and include such notices on any copies
of merged portions in any form of the Software;
(c) you agree not to attempt to disassemble,
decompile or otherwise reverse-engineer the Software;
(d) you agree not to make unauthorized copies
of all or any portion of the Software;
(e) you agree not to sell, rent, sublicense, transfer, distribute,
act as a service bureau, or give or otherwise disclose,
distribute or transfer to any third party
any portion of the Software or copies thereof;
(f) you agree that you will not use the Software
in any manner on a licensed or unlicensed machine
to provide a local or non-local
service bureau, time-sharing, hosted application service
or other computer service
providing any of the end-user benefits of the Software
for any third party,
whether or not for
direct or indirect
fee or other valuable commercial compensation or consideration;
(g) you agree not to
interfere with, block, or disable by any means,
any built-in monitoring,
and temporal license validity features
of certain licenses or license classes of the Software
that are authorized for
pre-purchase evaluative use of the Software,
are provided for commercially licensed monitored
or authenticated use of the Software;
(h) you agree that in the event of an unauthorized reproduction,
transfer or disclosure of any part of the Software,
SR will not have an adequate remedy at law,
and therefore injunctive or other equitable relief will be
appropriate to restrain such reproduction, transfer or disclosure,
threatened or actual;
(i) you agree that your company name may be used by SR in its
customer list and promotional material;
you also agree that, with your subsequent and explicit permission,
which permission shall not be unreasonably withheld,
that SR may issue a news announcement regarding your company having
licensed SR's products;
(j) you agree not to execute or simulate,
or attempt to execute or simulate,
any script created by the Software on any utility or software product
other than through use of mechanisms that are provided by the Software;
(k) you agree that evaluation copies or demonstration copies
of the Software
that may be provided to you on a short term basis
will be used only to determine suitability of the Software
for purchase of a license for use of the Software,
and will not be used for commercial purposes or
for beneficial effect of any kind;
(l) you agree not to execute,
or attempt to execute,
the Software on any cloned machine images or
virtual machine systems that may duplicate key license limitations or
key license checking parameters,
except in accordance with written authorization of SR.
You agree that the provisions regarding restrictions
on use and confidentiality contained in this Agreement shall
survive any termination of this Agreement.
SR warrants to you that any media on which the Software is furnished
shall be free from defects in material and workmanship under normal
use for a period of thirty (30) days from the date of shipment.
SR will replace any media that fails during the warranty period and is
returned to SR under warranty.
LIMITATION OF LIABILITY.
THE FORGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE WARRANTIES ARE NOT TRANSFERABLE.
IN NO EVENT WILL SR BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM THE USE, PERFORMANCE OR
NON-PERFORMANCE OF THE SOFTWARE, INCLUDING ANY LOST PROFITS OR LOST
DATA, EVEN IF SR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.
SR's liability to you for actual damages for any cause whatsoever,
and regardless of the form of action, will be limited to the money
paid for the SR Software that caused the damages or that is the
subject matter of, or is directly related to, the cause of action.
This Agreement, together with SR's terms and conditions of
sale, sets forth the entire agreement with respect to the license of
the Software to you by SR. This license shall remain in effect until
terminated. You may terminate this license by returning all copies
and modifications and by destroying all merged portions of the
Software in your possession. The license granted under this Agreement
will terminate automatically without notice if you violate any of the
terms and conditions of this Agreement. You agree upon such
termination to promptly return to SR all the Software and all related
documentation and certify in writing the destruction of all copies of
either in any form.
Software, including technical data, is subject to U.S. export control
laws, including the U.S. Export Administration Act and its associated
regulations, and may be subject to export and import regulations in
other countries. Customer agrees to comply strictly with all such
regulations and acknowledges that it has the responsibility to obtain
licenses to export, re-export, or import Software.
This Agreement shall be governed by the laws of the State of
California, except for that body of law dealing with conflicts of
law. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining
provisions of this Agreement will remain in full force and effect.
U.S. GOVERNMENT RESTRICTED RIGHTS.
If this SR Software is acquired by on behalf of a unit or agency of
the United States Government, this provision applies. This SR
Software (a) was developed at private expense, and no part of it was
developed with government funds; (b) is a trade secret of SR for all
purposes of the Freedom of Information Act; (c) is "commercial
computer software" subject to limited utilization as provided in the
contract between the vendor and the government entity; and (d) in all
respects is proprietary data belonging solely to SR.
For units of the Department of Defense (DoD), this SR software is
sold only with "Restricted Rights" as that term is defined in the DoD
supplement to the Federal Acquisition Regulations 52,227-7013 and:
use, duplication, or disclosure is subject to restrictions as set
forth in subdivision (b) (3) (ii) of the Rights of Technical Data and
Computer Software clause 52.227-7013.
YOU ACKNOWLEDGE THAT:
YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS;
THIS AGREEMENT IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND
CONTRACT BETWEEN US AND SUPERSEDES ANY AND ALL PRIOR OR WRITTEN
COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF; AND
AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED EXCEPT
IN WRITING SIGNED BY BOTH YOU AND SR.
Should you have any questions concerning this Agreement, please contact:
SOFTWARE RESEARCH, INC.
P. O. Box 410453
San Francisco, CA 94141 USA