PCMeter Connect Terms and Conditions
Terms and Conditions
PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE PRODUCT:
This End-User license Agreement ("EULA") is a contract between (a) you (either an individual or the entity you represent) and (b) Pitney Bowes Company ("PITNEY BOWES") and governs your use of the software product (“Software”). This EULA does not apply if there is a separate license agreement between you and PITNEY BOWES or its suppliers for the Software, including a license agreement in online documentation. The term "Software" may include (i) associated media, (ii) a user guide and other printed materials, (iii) data and (iv) "online" or electronic documentation (collectively “User Documentation”).
RIGHTS IN THE SOFTWARE ARE OFFERED ONLY ON THE CONDITION THAT YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS EULA. BY INSTALLING, COPYING, DOWNLOADING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT ACCEPT THIS EULA, DO NOT INSTALL, DOWNLOAD, OR OTHERWISE USE THE SOFTWARE. IF YOU PURCHASED THE SOFTWARE BUT DO NOT AGREE TO THIS EULA, PLEASE RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE WITHIN FOURTEEN DAYS FOR A REFUND OF THE PURCHASE PRICE. IF THE SOFTWARE IS INSTALLED ON OR MADE AVAILABLE WITH ANOTHER PITNEY BOWES PRODUCT, YOU MAY RETURN THE ENTIRE UNUSED PRODUCT.
1. THIRD PARTY SOFTWARE. The Software may include, in addition to PITNEY BOWES proprietary software (“PITNEY BOWES Software”), software under licenses from third parties (“Third Party Software” and “Third Party License”). Any Third Party Software is licensed to you subject to the terms and conditions of the corresponding Third Party License. Generally, the Third Party License is located in a file such as license.txt or read.me file; you should contact PITNEY BOWES support if you cannot find any Third Party License. If the Third Party Licenses include licenses that provide for the availability of source code (such as the GNU General Public License) and the corresponding source code is not included with the Software, then check the product support pages of PITNEY BOWES's website (Pitney Bowes.com) to learn how to obtain such source code."
2. LICENSE RIGHTS. (a). License. PITNEY BOWES grants you a limited, non-exclusive, non-transferable right and license to install and Use the Software in accordance with the terms and conditions of this EULA.(b). Use. PITNEY BOWES grants you a license to Use one copy of the PITNEY BOWES Software. The term "Use" means installing, copying, storing, loading, executing, displaying, or otherwise using the PITNEY BOWES Software. You may not modify the PITNEY BOWES Software or disable any licensing or control feature of the PITNEY BOWES Software. If this Software is provided by PITNEY BOWES for Use with an imaging or printing product (for example, if the Software is a printer driver, firmware, or add-on), the PITNEY BOWES Software may only be used with such product (“PITNEY BOWES Product”). Additional restrictions on Use may appear in the User Documentation. You may not separate component parts of the PITNEY BOWES Software for Use. You do not have the right to distribute the PITNEY BOWES Software. (c). Copying. Your right to copy means you may make archival or back-up copies of the PITNEY BOWES Software, provided each copy contains all the original PITNEY BOWES Software proprietary notices and is used only for back-up purposes.
3. UPGRADES. To Use the PITNEY BOWES Software provided by PITNEY BOWES as an upgrade, update, or supplement (collectively “Upgrade”), you must first be licensed for the original PITNEY BOWES Software identified by PITNEY BOWES as eligible for the Upgrade. To the extent the Upgrade supersedes the original PITNEY BOWES Software, you may no longer use such PITNEY BOWES Software. This EULA applies to each Upgrade unless PITNEY BOWES provides other terms with the Upgrade. In case of a conflict between this EULA and such other terms, the other terms will prevail.
4. TRANSFER. (a). Third Party Transfer. The initial end user of the PITNEY BOWES Software may make a one-time transfer of the PITNEY BOWES Software to another end user. Any transfer will include all component parts, media, User Documentation, this EULA, and if applicable, the Certificate of Authenticity. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the transferred Software will agree to this EULA. Upon transfer of the PITNEY BOWES Software, your license is automatically terminated. (b). Restrictions. You may not rent, lease or lend the PITNEY BOWES Software or Use the PITNEY BOWES Software for commercial timesharing or service bureau use. You may not sublicense, assign or otherwise transfer the PITNEY BOWES Software except as expressly provided in this EULA.
5. PROPRIETARY RIGHTS. All intellectual property rights in the Software and User Documentation are owned by PITNEY BOWES or its suppliers and are protected by law, including applicable copyright, trade secret, patent, and trademark laws. You will not remove any product identification, copyright notice, or proprietary restriction from the Software.
6. LIMITATION ON REVERSE ENGINEERING. You may not reverse engineer, decompile, or disassemble the PITNEY BOWES Software, except and only to the extent that the right to do so is allowed under applicable law.
8. LIMITATION OF LIABILITY. Notwithstanding any damages that you might incur, and subject to the exclusions set out in the next sentence, the entire liability of PITNEY BOWES and its suppliers under this EULA and your exclusive remedy under this EULA will be limited to the greater of the amount actually paid by you for the Product or U.S. $5.00. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PITNEY BOWES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, OR LOSS OF PRIVACY) RELATED IN ANY WAY TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PITNEY BOWES OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE ABOVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9. U.S. GOVERNMENT CUSTOMERS. If you are a U.S. Government entity, you agree that Software is “commercial computer software” or “commercial computer software documentation” and the Governments rights with respect to such software documentation are limited by the terms of this EULA, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable.
10. COMPLIANCE WITH EXPORT LAWS. You will comply with all laws, rules, and regulations (i) applicable to the export or import of the Software, or (ii) restricting the Use of the Software, including any restrictions on nuclear, chemical, or biological weapons proliferation.
11. RESERVATION OF RIGHTS. PITNEY BOWES and its suppliers reserve all rights not expressly granted to you in this EULA.
12. WARRANTIES. (a). Limited Product Warranty. PITNEY BOWES warrants that the media containing the Software will be free from material defects for a period of ninety (90) days from the date the Products are shipped or downloaded. This warranty does not apply if the defects result from accident or abuse by someone other than PITNEY BOWES. If you notify PITNEY BOWES during the warranty period that the Software does not satisfy this warranty, then we may elect to either return to you the initial price you paid for the license, or repair or replace the Software. To the maximum extent permitted by applicable law, this is your exclusive remedy for the failure of any Product to meet this warranty. (b). DISCLAIMER. PITNEY BOWES DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PITNEY BOWES DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE EXPRESSLY IDENTIFIED IN THIS EULA, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, ACCURACY, RELIABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PITNEY BOWES’ ENTIRE LIABILITY, AND YOUR ONLY REMEDY, FOR A BREACH OF A WARRANTY WILL BE EITHER REPAIR OR REPLACEMENT OF THE SOFTWARE AT ISSUE, OR RETURN OF THE FEES YOU PAID FOR THE SOFTWARE.
13. INDEMNIFICATION; LIABILITY. (a). Indemnification. PITNEY BOWES will defend and indemnify you for a claim by an unaffiliated third party that the Software infringe that party’s patent, copyright or other intellectual property right and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement that we pre-approve in writing; provided that you promptly notify PITNEY BOWES in writing of any such claim, give us reasonable cooperation, information, and assistance in connection with it, and consent to PITNEY BOWE’s sole control and authority with respect to the defense, settlement or compromise of the claim. PITNEY BOWES will not be obligated under this section if the infringement results from: (i) your use of a previous version of the Software that would have been avoided had you used the current version of the Software; (ii) your combining the Software with devices or products not provided or authorized by PITNEY BOWES, (iii) use of the Software in applications, business environments or processes for which the Software was not designed or contemplated, and where use of the Software outside such application, environment or business process would not have given rise to the claim, (iv) corrections, modifications, alterations or enhancements that you make to the Software; (v) use of the Software by any person or entity other than you or your employees; or (vi) your willful infringement. (b). Enjoined Use. If PITNEY BOWES believes the Software may be or is subject to an infringement claim, or if a court of competent jurisdiction enjoins your use of the Software as a result of an infringement claim, PITNEY BOWES may, at its expense and sole discretion: (i) procure for you the right to continue using the Software; (ii) modify the Software to make it non-infringing; or (iii) replace the Software with a functional non-infringing equivalent. If PITNEY BOWES believes that none of these options is reasonably available, then PITNEY BOWES may terminate the license to the allegedly infringing Software and its sole liability will be to refund to you the license fees you paid for such Software, prorated over a five (5) year period from the date of their delivery to you. (c). Customer Indemnification. You will defend, indemnify and hold PITNEY BOWES and its third party licensors harmless from any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including reasonable attorneys' fees, costs and expenses arising from your unauthorized use of any Software. PITNEY BOWES will promptly notify you in writing of any such claim, give you reasonable cooperation, information and assistance in connection with it, and consent to your sole control and authority with respect to the defense, settlement or compromise of the claim. Neither PITNEY BOWES nor its third party licensors will be responsible for any direct or indirect loss or damage that may result from such unauthorized use.
14. AUDIT;REPORTING. Upon five (5) business days written notice, PITNEY BOWES may audit your use of the Software at your place(s) of business during normal working hours. Additionally, within thirty (30) days after receiving our written request, you will give PITNEY BOWES a written certification, in a form that PITNEY BOWES provide and signed by an officer of your organization that you are complying with this Agreement.
15. TERMINATION. If you breach the terms of this EULA and fail to cure the breach within thirty (30) days after receipt of written notice of the breach, PITNEY BOWES may immediately terminate this EULA (including all licenses granted hereunder) with no further obligation to you.
16. MISCELLANEOUS. (a). Entire Agreement; Amendment. This EULA constitutes the entire and only agreement and understanding between the parties relating to the Software and supersedes all prior or contemporaneous agreements. The terms of this EULA supersede the terms in any purchase order or other document you give us.
(b). Governing Law. This EULA shall be governed in all respects by the laws of the Province of Ontario without regard to conflict of laws principles. Both parties submit to jurisdiction of the courts sitting in Toronto, Ontario, and further agree that any cause of action arising under this EULA shall be exclusively brought in such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply. (c) English Language. It is the express wish of the parties that this EULA and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.