SureTrac/Production Reports Software License Agreement
Pitney Bowes SureTracTM Process Verification Software License Agreement
IMPORTANT:
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THIS SOFTWARE. THIS SOFTWARE LICENSE AGREEMENT STATES THE TERMS AND CONDITIONS UPON WHICH PITNEY BOWES INC. (“LICENSOR”) OFFERS TO
LICENSE THE SURETRACTM PROCESS VERIFICATION SOFTWARE. BY INSTALLING, OR OTHERWISE USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SOFTWARE LICENSE AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS. YOU ALSO REPRESENT THAT YOU HAVE THE LEGAL CAPACITY TO
ENTER INTO A BINDING CONTRACT AND ARE AUTHORIZED TO BIND THE USER OF THE SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, YOU MAY NOT INSTALL THIS SOFTWARE NOR USE IT AND IT IS YOUR RESPONSIBILITY TO EXIT THIS INSTALLATION PROGRAM WITHOUT INSTALLING THE SOFTWARE AND, IF INSTALLED, TO DELETE THE SOFTWARE FROM YOUR COMPUTER. IN ADDITION, IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, YOU MAY RETURN THE SOFTWARE TO LICENSOR, WITHIN THIRTY (30) DAYS OF THE DATE OF PURCHASE, FOR A FULL REFUND.
GENERAL PROVISIONS
1.1 DEFINITIONS.
1.2 Licensed Software. For purposes of this Agreement, “LICENSED SOFTWARE” shall mean the SureTracTM Process Verification Software programs consisting of a series of computer instructions or statements and any related licensed materials such as data base files, operating instructions and user manuals.
2.1 LICENSE TERMS AND RESTRICTIONS.
2.2 Subject to payment of all applicable license and maintenance fees and other amounts due relating to the LICENSED SOFTWARE, LICENSOR grants to you (“Licensee”) and Licensee accepts, pursuant to the terms and conditions set forth in this Agreement, a perpetual, non- exclusive, non-transferable license to: (i) use the LICENSED SOFTWARE only at a specific installation site designated in the applicable invoice for such LICENSED SOFTWARE; (ii) process Licensee’s own files and data; and (iii) utilize operating instructions and user manuals in support of the use of the LICENSED SOFTWARE. Licensee shall not use the LICENSED SOFTWARE in the operation of a time-sharing or service bureau arrangement or as an application service provider.
2.3 LICENSED SOFTWARE and documentation including user manuals and operating instructions (“Documentation”) in printed form may not be copied. Additional copies of printed materials may be obtained under license from LICENSOR at the charges then in effect, if any.
2.4 The Licensee is authorized to transfer any license to, and use the LICENSED SOFTWARE on, a backup machine, installation or location only if the designated site is temporarily inoperable or unusable and LICENSOR is immediately notified of such use in writing, but in no event shall such temporary period exceed ninety (90) days.
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2.5 This Agreement does not include the right to sublicense, transfer or assign the LICENSED SOFTWARE without the prior written consent of LICENSOR, and any such attempted sublicense, transfer, or assignment shall be void.
2.6 This Agreement shall apply to updates, supplements and and-on components of the LICENSED SOFTWARE (“Updates”) that LICENSOR may provide to Licensee or make available to Licensee after the date Licensee obtains its initial copy of the LICENSED SOFTWARE, unless LICENSOR provides other terms along with the Updates.
3.1 LICENSEE RIGHTS AND OBLIGATIONS.
3.2 Installation and Acceptance. Installation of the LICENSED SOFTWARE shall be done in accordance with the applicable invoice for such LICENSED SOFTWARE. The LICENSED SOFTWARE shall be deemed accepted upon installation, but in no event later than fourteen (14) days after delivery.
3.3 Confidentiality. Licensee acknowledges that the LICENSED SOFTWARE and Documentation contain proprietary and confidential information of LICENSOR. Licensee will not disclose or show the LICENSED SOFTWARE or Documentation, or any part thereof, to anyone for any purpose other than in order to enable Licensee to use the LICENSED SOFTWARE in accordance with the terms of this Agreement. Upon termination of this Agreement, Licensee shall return all copies of the LICENSED SOFTWARE and Documentation. This Agreement is confidential information of LICENSOR and shall not be disclosed by Licensee.
3.4 Software Maintenance Agreement. Upon payment of the appropriate maintenance support fees, maintenance support for the LICENSED SOFTWARE (“Maintenance Support”) shall be provided in accordance with the terms of a Software Maintenance Agreement with LICENSOR for the LICENSED SOFTWARE. Software maintenance for modifications to the LICENSED SOFTWARE that were requested by Licensee shall not be included within Maintenance Support and, if such support is provided, it shall be subject to additional charges at LICENSOR’s then prevailing rates.
3.5 Addendum. Various third party software and other documentation (“Third Party Content”) may have been incorporated into the LICENSED SOFTWARE and/or the Documentation by LICENSOR under permission from LICENSOR’s licensors and suppliers. Any special terms and conditions (the “Addendum”) that apply to the Third Party Content are attached to, and are part of, this Agreement. To the extent that the Addendum provides terms and conditions that are inconsistent with, or in addition to, the terms and conditions of this Agreement, then the terms and conditions of such Addendum shall control with respect to the referenced Third Party Content. LICENSOR may amend the Addendum from time to time by providing written notice to Licensee of such amendment.
4.1 PROPRIETARY RIGHTS.
4.2 The LICENSED SOFTWARE and all copies thereof are proprietary to LICENSOR or third parties under whose license LICENSOR provides the LICENSED SOFTWARE (“Third Party Licensors”) and title thereto remains in LICENSOR or such Third Party Licensors. All applicable rights to any intellectual property in the LICENSED SOFTWARE or any modifications or derivative works are and shall remain in LICENSOR or such Third Party Licensors. Any third party software provided by LICENSOR remains proprietary to such Third Party Licensors. Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the LICENSED SOFTWARE or any part thereof to anyone for any purpose other than in order to enable Licensee to use the LICENSED SOFTWARE as authorized by this Agreement. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of LICENSOR’s and Third Party Licensors’ rights therein and to take appropriate action by instruction or agreement with its employees or
consultants who are permitted access to each program, software or documentation product to satisfy its obligations hereunder. All copies made by the Licensee of the LICENSED SOFTWARE, including translations, compilations, partial copies with modifications and updated works, are the property of LICENSOR. Violation of any provision of this paragraph shall be the basis for immediate termination of this Agreement. Licensee, in recognition of the fact that the LICENSED SOFTWARE contains highly confidential and proprietary LICENSOR information and that LICENSOR will be irreparably damaged if the security of the LICENSED SOFTWARE is breached, agrees that LICENSOR is entitled to injunctive relief, without the posting of any bond, and damages as may be determined by a court of competent jurisdiction.
4.3 Termination. LICENSOR shall have the right to terminate this Agreement if Licensee materially breaches its obligations under this Agreement and fails to cure such breach within thirty
(30) days after it has been notified in writing of such breach.
4.4 No Decompiling: Licensee shall not reverse-engineer, decompile, modify or create derivative works from the LICENSED SOFTWARE or the Documentation. Licensee shall not generate any source code or object code listing from the LICENSED SOFTWARE. Any rights in derivative works created by Licensee will be deemed to be the property of and owned by LICENSOR.
4.5 Survival Beyond Termination. The terms and provisions contained in this Section 4.0 shall survive the termination of this Agreement or any license hereunder. Upon any termination of a license hereunder, Licensee shall return the LICENSED SOFTWARE and Documentation and delete all copies thereof from its libraries. At LICENSOR’s request, Licensee shall certify in writing, in a form acceptable to LICENSOR, that it has complied with its obligations under this Section 4.0.
5.1 LIMITED WARRANTY AND LIABILITY.
5.2 Limited Warranty.
5.2.1 LICENSOR warrants that for a period of thirty (30) days from acceptance of the LICENSED SOFTWARE as provided in Section 3.1 hereof, such LICENSED SOFTWARE, when properly installed, will conform to all substantial operational functions as described in the Documentation if used in the operating environment specified therein. Notwithstanding the foregoing, as enhanced versions of the LICENSED SOFTWARE are released, LICENSOR’s obligation to correct problems in the LICENSED SOFTWARE shall only apply to the most recent version of the LICENSED SOFTWARE.
5.2.2 LICENSOR further warrants its rights to enter into this Agreement and/or the right to grant this license and agrees to defend or settle, at its expense, any action at law against Licensee arising from a claim that the LICENSED SOFTWARE infringes any intellectual property right, or at LICENSOR’s option, it may terminate this Agreement and refund the license fee paid, pro rata, based upon a thirty-six (36) month useful life of the LICENSED SOFTWARE subject to Licensee’s obligations under Section 4.0 hereof.
5.2.3 LICENSOR MAKES NO FURTHER WARRANTY AND DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE WHETHER WRITTEN OR VERBAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF RESULTS, PERFORMANCE, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
5.2 Limited Liability. LICENSOR’s entire liability and Licensee’s exclusive remedy shall be as follows:
5.2.1 In situations involving performance or nonperformance of the LICENSED SOFTWARE furnished hereunder, Licensee’s sole remedy is replacement or correction of the LICENSED
SOFTWARE by LICENSOR so that it will substantially perform the functions as described in the Documentation. In the event LICENSOR is unable to correct the deficiency within a reasonable period of time, LICENSOR’s liability shall be limited to a refund of the license fee paid by Licensee to LICENSOR for the LICENSED SOFTWARE, provided the claim of nonperformance is made by Licensee and received by LICENSOR within the thirty (30) day warranty period as set forth in Section 5.1.1 hereof.
5.2.2 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOST PROFITS, OR OTHER SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY.
5.2.3 In no event will LICENSOR be liable for the corruption of any data of the Licensee when the use of the LICENSED SOFTWARE is not within the contemplation of this Agreement.
5.2.4 In no event shall LICENSOR's liability under this Agreement or with respect to the LICENSED SOFTWARE, whether to Licensee or to third-parties exceed the amount of the license fee actually paid to LICENSOR for the LICENSED SOFTWARE.
5.3 Modification to Software. In the event Licensee changes or modifies the LICENSED SOFTWARE in any manner, all warranties given hereunder are canceled and same shall release LICENSOR of any further obligation or liability.
6.0 DEFAULT.
In the event Licensee fails to make any payment within fifteen (15) days of the due date or breaches any other covenant contained in this Agreement, the license granted hereunder shall
immediately terminate and Licensee shall return the LICENSED SOFTWARE and Documentation and delete all copies thereof from its libraries. In addition, Licensee agrees to pay all costs,
including reasonable attorneys fees, incurred by LICENSOR as a result of any such default,
including costs of collection.
7.0 INDEMNIFICATION.
Licensee shall indemnify and save LICENSOR and its affiliates harmless (and, if requested, defend LICENSOR) from all losses, liabilities, expenses, costs and damages (including
reasonable attorneys fees) associated with any claim or suit by a third party arising out of or related to use of the LICENSED SOFTWARE by Licensee or any other person in a manner not
authorized by this Agreement or in any manner for which the LICENSED SOFTWARE was not
designed or where the LICENSED SOFTWARE has been modified by Licensee or for the Licensee by a third party.
8.1 MISCELLANEOUS.
8.2 Assignment. This Agreement shall be binding upon and inure to the benefit of LICENSOR’s successors and assigns. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Licensee without the prior written consent of LICENSOR.
8.3 Statement of Agreement. Licensee agrees that this Agreement is the complete and exclusive statement of the agreement between the parties which supersedes all proposals, concurrent or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. All amendments to this Agreement shall be in writing and signed by both parties. Except as may be otherwise provided in this Agreement, no terms contained in any related purchase order or invoice shall be made a part of this Agreement.
8.4 Force Majeure. Either party hereto shall be excused from any obligation under this Agreement to the extent and for so long as non-fulfillment of such obligation is due to fire, flood,
storm, earthquake, epidemic, strike, war, riot, terrorism, explosion or compliance with any law, order or decree of any court or government agency; provided, however, that either party's non- fulfillment of its obligation does not exceed ninety (90) days in duration. Notwithstanding the provisions of this Section, neither party hereto shall be relieved of any obligation to make any payment provided in this Agreement at the time such payment is due.
8.5 Captions and Headings. All captions, headings and titles contained in this Agreement are for convenience and reference purposes only and shall not be deemed a part of this Agreement.
8.6 Partial Invalidity. If any part of this Agreement, or the application thereof, is for any reason held or otherwise found to be unenforceable, it shall be deemed severable and the validity of the remainder of this Agreement or the application of such provisions to other circumstances shall not be affected thereby.
8.7 Governing Law and Jurisdiction. This Agreement shall be interpreted in accordance with the laws of the State of Connecticut and the United States but without recourse to Connecticut’s conflict of laws provisions. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any action brought hereunder shall be brought exclusively in the courts residing in the State of Connecticut.
8.8 Export Laws. Licensee hereby gives assurances to LICENSOR that, unless it has obtained prior written authorization from the United States Department of Commerce or is otherwise permitted by the United States Department of Commerce Export Administration Regulations, it will not export or otherwise disclose, directly or indirectly, any technology or software received from LICENSOR nor allow the direct product thereof to be shipped, or to be disclosed either directly or indirectly, to any destination that is prohibited by the United States Government or to any foreign national that is prohibited by the United States Government.
8.9 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given if delivered by hand to the intended recipient or mailed by certified mail, return receipt requested, to: in the case of Licensee, to the address to which LICENSOR sends invoices to Licensee; and in the case of LICENSOR, to Pitney Bowes Inc., 27 Waterview Drive (MSC 28-00), Shelton, CT 06848-8000, Attention: Sebring Core Team Leader, with a copy to Pitney Bowes Inc., 35 Waterview Drive (MSC 26-22), Shelton, CT 06848- 8000, Attn: Deputy General Counsel—Intellectual Property & Technology Law. Any such notice shall be deemed delivered on the day hand delivered at the specified address or on the date shown on the return receipt.
8.10 Non-waiver. A waiver of any breach or default under this Agreement shall not constitute a waiver of any other or subsequent breach or default. Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.
8.11 U.S. Government Restricted Rights. The LICENSED SOFTWARE is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or their successors. The use of the LICENSED SOFTWARE by the Government constitutes acknowledgment of LICENSOR’s proprietary rights in the LICENSED SOFTWARE.
8.12 Taxes. Licensee shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement. Without limiting the foregoing, Licensee shall promptly pay to LICENSOR an amount equal to any such items actually paid, or required to be collected or paid by LICENSOR.
ADDENDUM TO
PITNEY BOWES SURETRACTM PROCESS VERIFICATION SOFTWARE LICENSE AGREEMENT
This is an Addendum to the Agreement and in the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall control. LICENSEE'S USE OR CONTINUED USE OF THE LICENSED SOFTWARE CONSTITUTES LICENSEE'S AGREEMENT TO THIS ADDENDUM AS IT RELATES TO THE LICENSED SOFTWARE AND THE THIRD-PARTY SOFTWARE AND/OR APPLICATION(S) LISTED BELOW INCLUDED IN THE LICENSED SOFTWARE.
CRYSTAL REPORTS FOR VISUAL STUDIO .NET
DEFINITIONS
“Runtime Software" means files listed in the Runtime Licensing section of license.txt file provided with the Software, individually, collectively or in any combination
"Server Environment" is defined as any server system, licensed from Crystal Decisions or any other entity, that consists of one or more server software processes, operating independently or otherwise, including but not limited to ASP.NET, Citrix servers, report servers, Web servers, database servers, terminal servers, mail servers, application servers or transaction servers, facilitated by an internet, intranet, extranet, client/server network, wide-area network, or any other multi-user network.
"Software" means the Crystal Reports for Visual Studio .NET software provided on your software media in object code form and associated documentation, any updates, additional modules, or additional software provided by Crystal Decisions in connection therewith.
USE AND DISTRIBUTION OF RUNTIME SOFTWARE
Licensee agrees not to alter, disassemble, decompile, translate, adapt or reverse-engineer Crystal Report’s Runtime Software or its report file (.RPT) format;
Licensee agrees not to use, distribute or integrate Crystal Report’s Runtime Software with any general-purpose report writing or report delivery product that is generally competitive with Crystal Decisions product offerings;
Licensee agrees not to use Crystal Report’s Software on a rental or timesharing basis or to operate a service bureau facility for the benefit of third-parties unless Licensee first acquires an Application Service Provider License from Crystal Decisions;
Licensee may not use Crystal Report’s Software or Runtime Software, together or separately or in combination with Server Environments, as part of a Report Distribution System, without obtaining an additional license from Crystal Decisions;
CRYSTAL DECISIONS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. CRYSTAL DECISIONS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SOFTWARE.
LOG4NET LICENSE
The Licensed Software includes log4net software that was developed by The Apache Software Foundation. The log4net software is licensed under the Apache License, Version 2.0 (the
“Apache License”). Licensee may not use the log4net software except in compliance with the Apache License. Licensee may obtain a copy of the Apache License at http://www.apache.org/licenses/LICNESE-2.0.
Unless required by applicable law or agreed to in writing, the log4net software distributed under the Apache License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache license for the specific language governing permissions and limitations under the licenses.