END USER LICENSE AGREEMENT
Whereas, LICENSOR
_______________ hereinafter referred to as
("LICENSOR") develops proprietary computer programs and sells
use licenses for such proprietary
computer programs together with or apart from accompanying copyrighted
material and documentation and
Whereas, End User desires
to obtain the benefits thereof and, in return for which, is willing to abide
by the obligations and fee agreements
applicable to LICENSOR's use licenses in LICENSOR's proprietary computer programs.
NOW THEN, for good and valuable consideration,
including but not limited to license grant in
accordance with this Agreement by LICENSOR to End User's covenant
regarding LICENSOR's proprietary
rights. LICENSOR agrees to sell End
User materials representing LICENSOR's product or products subject to the following terms and conditions:
ARTICLE
I
EXCLUSIVE
SOURCE
End User shall obtain all LICENSOR authorized
product materials through LICENSOR or
LICENSOR's authorized Dealer and no other source. LICENSOR authorized product materials include, but are not limited to, manuals,
license agreements and media upon which company's proprietary computer programs are recorded, except for archival
copies, as defined in ARTICLE III.
End User shall make no copies of any kind of any of the materials furnished by LICENSOR or LICENSOR's authorized Dealer,
unless specifically authorized to do so
in writing signed by an officer of LICENSOR.
ARTICLE
II
PROPRIETARY
RIGHTS OF LICENSOR
End User agrees that LICENSOR retains exclusive
ownership of the trademarks
represented by its company name
and logo and product names including but not limited to ______________, and all of the documentation and computer recorded data related thereto.
End User also agrees that all techniques, algorithms, and processes
contained in LICENSOR's computer
program products or any modification or extraction thereof constitute TRADE SECRETS OF LICENSOR and will be safeguarded by End User, but in no event
shall End User exercise less than due
diligence and care in accordance with the laws of the country of purchase
and International Law, whichever operates to best protect the interests of
LICENSOR. End User shall not copy, reproduce, re-manufacture or in any
way duplicate all or any part of
LICENSOR products WHETHER MODIFIED OR TRANSLATED INTO ANOTHER
LANGUAGE OR NOT, or in any documentation, or in any other material
provided by LICENSOR in association
with LICENSOR's computer program
products except as specified in this
Agreement and in accordance with the terms and conditions of this
Agreement which remain in force.
End User agrees that unauthorized distributing, copying, duplications,
or otherwise reproducing ALL OR
ANY PART OR TRANSLATED PART of the
computer program products provided by
LICENSOR or the failure to protect such computer programs will actually and materially damage LICENSOR.
End User agrees that in the event End User breaches this agreement, End User will be liable for damages as may be determined by a
court of competent jurisdiction.
ARTICLE
III
ARCHIVE
COPIES
End User may make archival copies of those portions
of LICENSOR's product(s) that are
provided on a machine readable media, provided such copies are for the
End User's personal use on one
microcomputer and that no more than one
such copy is used at any time unless End User
has paid for multiple copy use as described in ARTICLE IV of this
Agreement.
SINGLE
CPU
LICENSOR use licenses are applicable to a single microcomputer
installation in the event End User intends to use a LICENSOR product or
any part thereof on more than one
microcomputer, the license fee for each such multiple use must be
purchased. Quantity discounts in accordance with LICENSOR policy will
apply. In the event of simultaneous
use, a license must be obtained for each instance of
possible simultaneous execution.
ARTICLE
V
In the event End User wishes to transfer the rights
granted by this Agreement,
retaining none thereby, a letter
requesting such transfer accompanied by the original diskette or label therefrom, must be sent to LICENSOR.
LICENSOR will then select the most appropriate method for distribution of the transferred rights.
ARTICLE
VI
LIMITED
WARRANTY
LICENSOR warrants that all materials furnished by
LICENSOR constitute an accurate
manufacture of LICENSOR products and will replace any such LICENSOR
furnished material to be thus
defective, provided such defect is found within ten days of purchase by End User. However, LICENSOR makes NO express or
implied warranty of any kind with regard
to performance or accuracy of
data of any kind nor for any consequential damages resulting therefrom whether through loss or inaccuracy of data of any kind nor for any
consequential damages resulting
therefrom whether through LICENSOR negligence or not. LICENSOR will not honor any warranty where a LICENSOR product
has been subjected to physical abuse or used in defective or
non-compatible equipment.
LICENSOR will not honor any warranty for which there is no signed End User Agreement
Acknowledgment on file at LICENSOR
offices. The products provided are intended for commercial use
only.
ARTICLE
VII
UPDATES
LICENSOR may, from time to time, revise the
performance of its products and in doing so,
incur NO obligation to furnish
such revisions to any LICENSOR customer.
At LICENSOR's option, LICENSOR
may provide such revisions to its
Dealers. Also, at LICENSOR's
option, LICENSOR may provide its
dealers and End Users with a revision newsletter from time to time. (No update or customer service or newsletter
distribution will be provided unless a properly signed End User Agreement
Acknowledgment is on file at LICENSOR offices.)
ARTICLE
VIII
CUSTOMER
SUPPORT
It is LICENSOR's customary practice to provide
reasonable assistance and support in the
use of its products to its customers through its dealer network. End Users therefore are expected to obtain customer service from their Dealer.
ARTICLE
IX
TERMINATION
OF LICENSE
If any one or more of the provisions of this
Agreement is breached, the license
granted by this Agreement is
hereby terminated. Nevertheless, in the
event of such termination, all the
provisions of this Agreement which operate to protect the rights of
LICENSOR shall continue in force.
INJUNCTIVE
RELIEF
It is understood and agreed that, notwithstanding
any other provisions of this Agreement,
LICENSOR has the unequivocal right to obtain timely injunctive relief to
protect the proprietary rights of
LICENSOR.
ARTICLE
XI
GOVERNING
LAW
When signed in the United States, this Agreement
shall be interpreted in accordance with the
laws of the State of
____________. When signed in any
other country, this agreement will be interpreted
in accordance with International
Law. In the event any part of this Agreement is invalidated by
court or legislative action of competent jurisdiction, the
remainder of this Agreement shall remain in binding effect.
ARTICLE
XII
LEGAL
FEES
In the event of legal
action brought by either party, the prevailing party shall be entitled to reimbursement of legal fees as set by court
action.
ARTICLE
XIII
ENTIRE
AGREEMENT
This Agreement constitutes the entire agreement
between the parties and supersedes any
prior agreements. This Agreement may only be changed by mutual
written consent.
By signing and returning the Licensor End User
Agreement Acknowledgment, the End User
hereby accepts all the terms and conditions of this Agreement without
exception, deletion or alteration. End User recognizes that any use of LICENSOR
products without the return of said End
User Agreement Acknowledgment will be considered a breach of contract, subject
to liquidated damages and otherwise
unlawful and an unauthorized use of LICENSOR's trade secrets and proprietary products.
By signing and returning
the Licensor End User Agreement Acknowledgment, the End User hereby accepts all the terms and conditions
of this Agreement without exception, deletion or alteration. End User
recognizes that any use of LICENSOR products without the return of said End User Agreement Acknowledgment will be
considered a breach of contract, subject to
liquidated damages and otherwise unlawful and an unauthorized use of
LICENSOR's trade secrets and
proprietary products.
Complete and return this
card. Keep the End User Agreement in your files. The undersigned End User of LICENSOR product materials
hereby acknowledges that he or she has read and fully understands the terms of the End User Agreement, the terms and
conditions of which are hereby
incorporated in this card and acknowledged by this reference.
The undersigned hereby agrees that by signing this document he or she becomes a party to said End User Agreement and agrees to be bound by all terms, conditions, and obligations contained therein.
End User's Signature: ___________________
Date___________________
Product Name: ___________________
End User's Company Name: ___________________
Date___________________
Address: ___________________
City: ___________________State: ___________________
Country: ___________________Zip: ___________________
Place of Purchase___________________&
Date___________________
___________________