PB FIRST Software License Agreement
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 PB FIRST 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 data bases as well as programs and data bases 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.
This Software License Agreement authorizes the Customer to use the Licensed Programs in machine readable form on a single access stand-alone personal computer. A separate license is required for each stand-alone personal computer on which the Licensed Programs will be used.
OWNERSHIP AND USE:
Customer may make a single copy on diskette or hard disk 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 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.
The terms of this Software License Agreement are applicable to the Licensed Programs only and take precedence over any purchase order or other document.
Third party software and other documentation ("Third Party Content") has been incorporated into the Licensed Programs by Pitney Bowes under permission from Pitney Bowes' 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 Software License Agreement. To the extent that any Addendum provides terms and conditions that are inconsistent with, or in addition to, the terms and conditions of this Software License Agreement, then the terms and conditions of such Addendum shall control with respect to the referenced Third Party Content.
Customer hereby gives assurances to Pitney Bowes 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 Pitney Bowes 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. Use, duplication or disclosure by the 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 data bases of any party other than Pitney Bowes.
EXCEPT AS HEREIN SPECIFICALLY PROVIDED, THE LICENSED PROGRAMS ARE PROVIDED WITHOUT ANY FURTHER WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the disclaimer of implied warranties. Therefore, the above disclaimer may not apply to you.
Pitney Bowes does not warrant that the functions contained in the Licensed Programs will meet Customer's requirements, or that the operation of the Licensed Programs or any data base supplied will be uninterrupted or error free.
Pitney Bowes may, from time to time, revise or update the Licensed Programs including user documentation, and in so doing, incurs no obligation to furnish such revisions or updates to the Customer after the ninety (90) day warranty except as provided under software maintenance services. Pitney Bowes will provide software maintenance services to Customer for the Licensed Programs as described at http://www.pitneybowes.com/us/license-terms-of-use/shipping-and-mailing-maintenance-services-terms.html. Any revisions or updates issued during the warranty period will be warranted for the remainder of the warranty period.
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:
Customer may have additional remedies available under the PITNEY BOWES CUSTOMER SATISFACTION GUARANTEE PROGRAM as established by Pitney Bowes from time to time. Otherwise, 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 DAMAGES, INCLUDING ANY LOST PROFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF SUCH LICENSED PROGRAMS EVEN IF PITNEY BOWES HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
Customer agrees that Pitney Bowes' 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 of the State of Connecticut, but without recourse to Connecticut's conflict of law provisions that would otherwise require the application of the law of any other jurisdiction. The parties hereby agree and consent to the exclusive jurisdiction and venue of the state and/or federal courts situated in the State of Connecticut, in any action arising out of or relating to this Software License Agreement and hereby submit to the personal jurisdiction of such courts. 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.