Pitney Bowes Software
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE. THIS SOFTWARE LICENSE AGREEMENT STATES THE TERMS AND CONDITIONS UPON WHICH PITNEY BOWES INC. (‘PITNEY BOWES”) OFFERS TO LICENSE THE SOFTWARE. BY INSTALLING, OR OTHERWISE USING THE 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 THE SOFTWARE NOR USE IT AND IT IS YOUR RESPONSIBILITY TO EXIT THE INSTALLATION PROGRAM WITHOUT INSTALLING THE SOFTWARE, AND, IF INSTALLED, TO DELETE THE SOFTWARE FROM YOUR COMPUTER.
This license covers all software programs and user documentation supplied by Pitney Bowes. This includes Pitney Bowes' proprietary programs and databases as well as programs and databases developed by third parties and distributed under license by Pitney Bowes.
GRANT OF LICENSE:
Pitney Bowes agrees to grant and you (”Customer”) agree to accept a non-exclusive and non-transferable license to use each of the software programs and data bases along with supplied user documentation identified in the sales or lease agreement with Pitney Bowes or one of its affiliates (the "Licensed Programs") in accordance with the terms and conditions of this Software License Agreement.
OWNERSHIP AND USE:
Customer may make a single copy of the Licensed Programs for back-up or archival purposes only. The Licensed Programs cannot be transferred via any media including telecommunications lines, other than that on which it is supplied to Customer. The original and any copies of the Licensed Programs, in whole or in part, which are made by Customer shall be the property of Pitney Bowes and governed by this Software License Agreement. Pitney Bowes does not own the media on which the Licensed Programs are recorded.
Customer hereby acknowledges and agrees that Pitney Bowes or its licensors own and retain all rights, title, and interest in and to the Licensed Programs, regardless of the form or media in or on which the original or other copies may subsequently exist including, without limitation, all copyrights, trademarks, patents and trade secret rights inherent therein or appurtenant thereto. Customer shall not create by decompilation or otherwise, the source programs or any part thereof from the object program or from other information made available under this Software License Agreement. Customer shall not use the Licensed Programs to artificially compile or maintain a list of addresses not already in Customer's possession or to create other derivative products or adaptations based upon information received from or through the Licensed Programs. Customer shall not sell, transfer, publish, disclose, display or otherwise make available any Licensed Programs or copies thereof to others. Customer acknowledges that the Licensed Programs are unique, confidential and valuable assets and trade secrets of Pitney Bowes or of the parties under whose license Pitney Bowes provides the Licensed Programs. Customer agrees to secure and protect each program, software product and copies thereof in a manner consistent with the maintenance of Pitney Bowes' rights therein and to take appropriate action by instruction or agreement with its employees to satisfy its obligations hereunder.
Customer must reproduce all copyright notices on any copy, in whole or in part, of the Licensed Programs. This Licensed Product contains data copied under license from Canada Post Corporation under the current copyrights for that data.
The terms of this Software License Agreement are applicable to the Licensed Programs only and take precedence over any purchase order or other document.
Customer hereby represents and warrants that, unless it has obtained all required authorizations and taken all other actions necessary to comply with applicable laws in the United States and Canada, it will not export or otherwise disclose, directly or indirectly, any technology or software received from Pitney Bowes nor allow the direct product thereof to be shipped or to be disclosed, either directly or indirectly, to any destination or person prohibited by applicable laws in the United States or Canada. Use, duplication or disclosure by the U.S. Government is subject to any additional restrictions as set forth in subdivision (b) (3) (ii) of the Rights to Technical Data and Computer Software clause at 252.227-7013.
This Software License Agreement is effective upon delivery of the Licensed Programs and shall remain in force until terminated. Customer may terminate this Software License Agreement at any time by destroying the programs and documentation together with all copies. This Software License Agreement will terminate automatically if any term of this Software License Agreement is violated by Customer. Termination of the Software License Agreement shall be in addition to and not in lieu of any other legal or equitable remedies available to Pitney Bowes.
Pitney Bowes warrants for a period of ninety (90) days from the date of delivery that the Licensed Programs will perform substantially in accordance with the user documentation and that the diskette(s) on which the Licensed Programs are furnished are free from defects under normal use. This warranty is void if the Licensed Programs fail to perform as a result of accident, misuse, or due to use with software programs or non-qualified databases of any party other than Pitney Bowes.
EXCEPT AS HEREIN SPECIFICALLY PROVIDED, THE LICENSED PROGRAMS ARE PROVIDED WITHOUT, AND PITNEY BOWES HEREBY EXPRESSLY DISCLAIMS, ANY FURTHER WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESSED, IMPLIED, COLLATERAL OR STATUTORY, INCLUDING BUT NOT LIMITED REPRESENTATIONS, WARRANTIES OR CONDITIONS: (A) OF MERCHANTABILITY, MERCHANTABILE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE; (B) ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE; (C) OF OR RELATING TO RESULTS, PERFORMANCE OR RESOURCE UTILIZATION; (D) THAT THE LICENSED SOFTWARE WILL MEET LICENSEE’S OR ANY THIRD-PARTY’S REQUIREMENTS, WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR FREE FROM OTHER DEFECT OR FAILURE, OR WILL BE COMPATIBLE WITH OR OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR HARDWARE SELECTED OR USED BY LICENSEE OR ANY THIRD-PARTY; AND (E) THAT ANY DEFECT IN THE LICENSED SOFTWARE, MATERIALS OR MAINTENANCE SUPPORT IS CORRECTABLE.
Pitney Bowes may, from time to time, revise or update the Licensed Programs including user documentation. Limited technical support, including telephone and e-mail support, will be provided by Pitney Bowes Monday-Friday 8:30am-4:30pm (excluding holidays) by contacting 905-219-3120 by phone or firstname.lastname@example.org by e-mail. If you have purchased a license to Streetsweeper, we will provide you monthly address data updates for as long as you have purchased the subscription to such updates.
To the extent that any of the Licensed Programs require current data to operate according to the user documentation, if customer does not obtain and install any necessary current data, Pitney Bowes' software maintenance obligations are void.
LIMITATIONS OF REMEDIES:
Pitney Bowes' entire liability and Customer's exclusive remedy shall be the replacement of any Licensed Programs and/or diskette not meeting Pitney Bowes' LIMITED WARRANTY and which are returned to Pitney Bowes with a copy of Customer’s paid invoice. If Pitney Bowes is unable to deliver such a replacement, Customer may terminate this Software License Agreement by returning the Licensed Programs, and the license fee will be refunded.
IN NO EVENT (INCLUDING UNDER THE PITNEY BOWES CUSTOMER SATISFACTION GUARANTEE PROGRAM) WILL PITNEY BOWES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF SUCH LICENSED PROGRAMS, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, EVEN IF PITNEY BOWES HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
Subject to the foregoing exclusion, Customer agrees that Pitney Bowes' entire aggregate liability for use of the Licensed Program whether by Customer or any third party arising out of contract, negligence, strict liability, tort, warranty or otherwise shall not exceed any amounts paid by Customer for the particular Licensed Programs.
This Software License Agreement and performance hereunder shall be governed by and constructed in accordance with the laws in force in the Province of Ontario and the laws of Canada applicable therein, but without recourse to that jurisdiction’s conflict of law provisions that would otherwise require the application of the law of any other jurisdiction. Licensee agrees that it shall bring suit against Pitney Bowes and its affiliates only in a federal or provincial court of competent jurisdiction located in the City of Toronto, Ontario. The United Nation’s Convention on Contracts for the International Sale of Goods is expressly disclaimed.
The waiver or failure of Pitney Bowes to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
If any portions of this Software License Agreement are invalid under any applicable statute or rule of law to that extent they shall be deemed omitted from this Software License Agreement.
It is the express wish of the parties that this Software License Agreement 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.