License
The Software is copyrighted and licensed but not sold.
The license («License») is a non-exclusive, non-transferable, revocable license (with no right to sub-license) to use the object code version of the Software solely for the Licensee’s own internal use for an indefinite period of time or during the term indicated by the Licensor, if any.
The License allows copy for back up purposes only and does not authorize the Licensee or anyone else to:
(a) Copy, reproduce, translate, adapt, vary, enhance or modify, merge, reverse engineer, reverse assemble, decompile, or disassemble the Software or use the Software parts or items separately;
(b) Remove from the Software any labels or notices (including copyright notices) as to the Licensor’s ownership of the Software or any other intellectual property rights;
(c) Distribute, publish, transfer, license, sublicense, sell, rent, lease, lend or make directly or indirectly the Software or program documentation in whole or in part (including but not limited to object code, source code and source program listings) available to other organizations, entities or persons;
(d) Use or exploit the Software commercially or for the benefit of others;
(e) Create or attempt to create derivative works from the Software;
(f) Use the Software to violate the terms and conditions of any other software licensing agreement between the Licensee and any third parties.
If Licensee is located in a country which requires a specific export license or registration of software licenses with government authorities,
Licensee shall be responsible at its own cost for meeting all requirement of such registration.
Import and Export.
Licensee is solely responsible for obtaining the necessary import licenses and any other official authorizations and to carry out all customs formalities necessary and for paying all associated costs, taxes and duties.
Licensee acknowledges that Software and any related services and technology, including technical information supplied by Licensor or contained in the Software or associated documents (collectively «Items»), is or may be subject to export controls of any government or community including but not limited to the U.S. government or E.U. Community (collectively «Controls»). The export controls may ban or restrict or require licenses for the export or re-export of Items from the United States or E.U. or any other countries. As a consequence any delivery schedule and performance of any of Licensor’s obligation are subject to the enforcement of any Controls and the obtaining of any license if any, and Licensor shall not be liable to Licensee for any damage and loss resulting thereof. The Parties agree to provide each other with any reasonable assistance, in particular for the issue of any document that may be required by relevant administration, to comply with the obligations of this Agreement and the Controls and for this purpose the Licensee will complete the end user statement submitted by the Licensor.
Warranty
Licensor warrants that Software was developed with reasonable diligence and skill and that it substantially conforms to published documentation.
Except as expressly provided above, Software is deemed to be accepted «AS IS», without any further warranty of any kind, express or implied. The Licensor excludes, without limitation, the warranties of merchantability, of fitness for a particular purpose and of non-infringement. The Licensor does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained with the Software.
Liability
In no event shall the Licensor be liable for any claim or any damages including, without limitation, direct, indirect, compensatory, special, incidental, punitive, exemplary or consequential whether bodily, material or immaterial (such as, but not limited to loss of profit or anticipated profits or revenues, loss of sales or data, contract, production, or bargains, interruption of business, damage to goodwill or loss due to any delay) howsoever caused including without limitation use or inability to use of the Software, breach of contract (negligence included), breach of warranty, breach of duty (statutory duty included), tort or otherwise even when Licensor has been advised of the possibility of such damages.
Confidentiality
Licensee acknowledges and agrees that this License Agreement, any financial, business, technical information, trade secret and Know How proprietary to the Licensor and contained in the Software and/or in the documentation shall be deemed to be «Confidential Information» and as such shall not be disclosed directly or indirectly by the Licensee to any third party. Any breach of this provision by Licensee would cause Licensor to suffer immediate and irreparable harm. In the event of such breach, Licensor shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief. Licensee’s obligation of confidentiality under this provision shall survive expiry or termination of this License Agreement.
Intellectual property rights, patents and copyrights to Software
Licensee acknowledges and agrees that all intellectual property rights and all Confidential Information (whether existing or future) in and to the
Software and in and to the associated documentation belong or are licensed to Licensor and that Licensee only rights pertaining to said intellectual property rights are these defined in this License Agreement. No title or ownership of Software is transferred under this Agreement. Licensee shall take no action that might impair any right, title or interest of Licensor as owner or as licensee in or to the Software. Licensee shall not have any rights in or to any trademark or trade name owned by Licensor with respect to the Software. Any breach of the provision here above of the present provision by Licensee would cause Licensor to suffer immediate and irreparable harm. In the event of such breach, Licensor shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief.
Termination
The Licensor has the right to terminate this Agreement and Licensee’s right to use this Software upon any material breach by Licensee. The Licensee agrees to return to Licensor or to destroy all copies of the Software upon termination of the License.