EDC Software License Agreement:
You should read carefully all the terms and conditions of this Agreement
between ExecUtron Development Corporation (EDC), a California corporation,
and yourself (the "LICENSEE") prior to opening and installing the
contained software. By installing this software, you agree to
accept all the terms and conditions of this Agreement.
If you do not agree with these terms and conditions, return the program
with the unopened media package, the documentation and all other
material in the package along with proof of payment to the place of
purchase on or before thrity days for a refund.
We are willing to license the enclosed Software to you only on the
condition that you accept all the terms contained in this license
agreement.
I. Ownership And License
This is a license agreement and NOT an agreement for sale.
EDC continues to own the copy of the Software contained in the package
and all other copies that LICENSEE is authorized by the Agreement to
make.
CLIENT'S rights to use the Software are specified in this Agreement, and
EDC retains all rights not expressly granted to you in this Agreement.
2. Rights Granted
EDC grants the LICENSEE, a personal and non-exclusive right to use the
program contained in the package and related documentation (the
"Software") for the platform(s) and the number of concurrent users
indicated on the diskette(s) label(s) or other enclosed materials. The
terms and conditions are defined as follows:
The number of concurrent users means the maximum number of
simultaneously connected users who are authorized by LICENSEE at a given
point in time for which EDC has received appropriate license fees for.
The Software may include one or more libraries, files or other items
intended to help you use the Software. EDC grants the LICENSEE the right
to use these libraries, files and others items provided you comply with
the terms of this agreement, on the basis of the licenses given by its
suppliers. You should refer to the Documentation and the "Read Me" file
included in this package for additional information.
LICENSEE May:
a) Install and use the Software solely for internal data processing
operations on one micro-computer ("server computer") and on client
computers in a single client/server computer network; client/server
computer network refers to arrangements in which several micro-computers
("client computers") are connected to another computer ("server
computer") dedicated to managing communications, storing common data in
a database and providing database services requested by the client
computers.
b) Install and use the Software on only one server computer at a time.
c) Use the Software on as many client computers as necessary in order to
satisfy your own needs, provided Software is used by no more than the
maximum of concurrent users.
d) Physically transfer the Software from one server computer to another,
provided that the Software is used on one server computer at a time.
e) Transfer the Software on a hard disk only for use as described above
provided that you do not use the original diskettes on another computer
at the same time and that you can immediately prove ownership of the
original diskettes.
f) Make one (1) copy of the Software for back-up and archival purposes
and in executable form only, provided that LICENSEE reproduces all the
copyright, trademark and other proprietary notices which appear on or in
the Software.
g) Transfer all the LICENSEE's right to use the Software to a third
party, provided that you transfer this Agreement, the Software including
all copies, updates and prior versions, and all documentation to such
third party and provided that you retain no copies. Such transfer
involves the termination of the license granted to LICENSEE who thereby
has no longer any right to use the Software.
LICENSEE May Not:
a) Rent, share the Software or grant any kind of rights, regarding the
Software or any portion thereof (except the rights granted in article 2)
in any form to any third party without the prior written consent of EDC,
which if given, is subject to the conferee's consent to the terms and
conditions of this license.
b) Modify, translate, reverse-engineer, decompile, disassemble partially
or completely the Software, except otherwise mentioned by the
legislative measures in force.
c) Remove or alter any Software identification, proprietary notice,
labels or trademarks which appear on or in the Software.
d) Use the back-up and archival copy (or allow anyone else to use such
copy) for any purpose other than to replace the original copy in the
event it is destroyed or becomes defective.
e) Disclose the results of any benchmark or other test of the Software,
without EDC's prior written consent.
Transfer to another operating system and/or use of the Software with
more concurrent users, are subject to EDC's standard fees in effect at
the time of such transfer/upgrade.
3. Technical Support Services And Update Rights
If you want to obtain technical support services and update rights to
the Software from EDC, PLEASE REGISTER THE PRODUCT, BY APPROPRIATE
MEANS, AS SOON AS POSSIBLE.
If you purchase an updated version of the Software, it constitutes a
single product with the Software you updated.
If the package contains an update, licensee agrees to use the enclosed
for the purpose of replacing the previous Software release license
acquired by LICENSEE, to destroy and not use/not permit the use of any
previous in your possession.
4. Limited Warranty And Liability
EDC exclusively warrants that the Software is recorded on a media free
from defects in materials and workmanship under normal use and service
for a period of ninety (90) days from the date of delivery as evidenced
by a copy of the sales receipt, provided that LICENSEE return the
Software to the location where the Software was obtained.
In case of such failure, EDC's entire liability and LICENSEE's entire
remedy shall be a EDC's option of the replacement of the diskette(s),
being agreed that the replacement software will by warranted for the
remainder of the original warranty period.
However, if the failure has resulted from an accident or an abuse or
misapplication, EDC shall have no responsibility to replace the diskette
or refund the license fee.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED AND INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND
NON-INFRINGEMENT TO THIRD PARTY RIGHTS.
More specifically, EDC does not warrant that the functions included in
the Software will meet your requirements or that the operation will be
uninterrupted or error free. The entire risk as to the use, quality, and
performance of the Software is with LICENSEE.
NEITHER EDC NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE DESIGN,
PRODUCTION OR DISTRIBUTION OF THE SOFTWARE WILL BE LIABLE FOR ANY
INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES CAUSED TO YOU, ANY
USER OR THIRD PARTY, INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS,
LOSS OF DATA OR ANY OTHER FINANCIAL LOSS ARISING FROM THE USE OF THE
PROGRAM OR INABILITY TO USE IT EVEN IF EDC HAS BEEN NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES, IN ANY CASE, EDC'S LIABILITY SHALL NOT
EXCEED THE AMOUNT OF MONEY IN APPLICATION OF THIS LICENSE OF AGREEMENT.
The foregoing does not affect or prejudice LICENSEE'S statutory rights.
Some jurisdictions do not allow the exclusion or limitation of
incidental, consequential or special damages, so the above limitation or
exclusion may not apply to LICENSEE.
Some jurisdictions do not allow exclusion of implied warranty or
limitation on how long an implied warranty lasts so the above limitation
may not apply to the LICENSEE.
5. Intellectual Property
The Software is the intellectual property of EDC and/or its suppliers
protected as such by United States copyright law, international treaty
provisions, and applicable laws of the country in which it is being
used.
Trademarks, logos and trade-names quoted in the Agreement, on or in the
Software are the property of their respective owners.
Any reproduction whether whole or partial of the Software is only
granted on the absolute condition that it contains all the legal
specifications of the Software property.
6. Confidentiality
The structure and organization of the Software are valuable trade
secrets and confidential information of EDC and its suppliers.
7. Term And Termination
This license is effective until terminated.
The LICENSEE may terminate a License at any time without cause upon
written notice. This termination shall not relieve the LICENSEE from its
liability to respect all the obligations claimable before the
termination date.
If the LICENSEE fails to comply with any provision of this Agreement,
this license and your right to use the Software automatically terminate.
This termination does not prevent EDC from obtaining any copy made
whether partial or whole.
The LICENSEE shall certify by means of a written document duly signed by
a legal representative that the provisions of the present article has
been respected within a time limit of thirty (30) days as from the date
of termination.
8. Miscellaneous Provisions
LICENSEE shall not directly or indirectly transfer the software to any
country to which such transfer would be prohibited by any applicable
export control laws.
No change or modification to this Agreement will be valid unless it is
in writing, and is signed by you and an authorized officer of EDC.
If any provision of this Agreement is held to be unenforceable upon a
definite legal, statutory or judicial provisions, the remainder of this
Agreement shall continue in full force and effect.
The waiver by EDC of one breach or default hereunder shall not
constitute the waiver of any subsequent breach or default.
This is the entire agreement between EDC and LICENSEE relating to the
contents of this package. This Agreement supersedes any prior purchase
order, communications, advertising or representations concerning the
contents of the package.
The relationship between EDC and the LICENSEE is that of
LICENSOR/LICENSEE. In all matters relating to the present Agreement, the
LICENSEE will act as an independent contractor.
This Agreement will be governed by the laws in force in the County of
Sonoma, State of California USA. Any dispute, controversy or claim
arising out of or related to this Agreement shall be settled by
adjudication before the Sonoma County courts.
THE LICENSEE ACKNOWLEDGES TO HAVE READ, UNDERSTOOD AND AGREES TO BE
BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT PRINTED ABOVE.
Should you have any questions concerning this agreement or wish to
request any information from EDC, please contact EDC or the local EDC
subsidiary serving your country.
Notice to United States Government end users.
Use, duplication or disclosure by the US Government is subject to
restrictions stated in paragraph (c) (1) (ii) of the Rights in Technical
Data and Computer Software clause at 252.227-7013.
ExecUtron is a registered trademark of Daniel S. Mosier. P.I.M.S. and
EDC are registered trademarks of ExecUtron Development Corporation.