Computronics Software License Agreement

By opening the software media package or installing the software, you agree to the terms and conditions of this agreement. If you are not willing to be bound by this agreement, deinstall the software and contact Computronics within fifteen (15) days of purchase for a refund of any license fee paid.

1. License to Use. Customer is granted a non-exclusive and non- transferable license ("License") for the use of the accompanying binary software in machine-readable form together with accompanying documentation ("Software"), for the number of computer systems, number of users, and the class of computer hardware for which the corresponding fee has been paid.

2. Restrictions. Software is copyrighted and title to all copies and all rights in patents and copyrights is retained by Computronics and/or its licensors. Customer shall not make copies of Software, other than a single copy of Software for archival purposes. Unless enforcement of this provision is prohibited by applicable law, Customer shall not modify, decompile, disassemble, decrypt, extract or otherwise reverse engineer Software. Software is not designed or licensed for use in on-line control equipment in hazardous environments such as operation of nuclear facilities, aircraft navigation or control, or direct life support machines.

3. Confidentiality. Software is confidential and proprietary information of Computronics and/or its licensors. Customer further agrees to take all reasonable steps, including, but not limited to those steps that Customer takes to protect information, data or other intangible property of its own that it regards as proprietary or confidential to insure that the Software is not disclosed or duplicated in whole or in part for the use of others.

4. Transferability. Customer has the right to transfer the Software to another single computer system, after providing notice of this transfer to Computronics, provided that any required additional license fees are paid. The Software may be used on a backup system without such notice provided that it is not used concurrently on the primary and backup system.

5. Warranty. Computronics agrees to remedy failures of the Software during the warranty period and to continue this service after the warranty period if an ongoing maintenance agreement is purchased by the Customer. To enable such ongoing maintenance after the warranty period, a paid up maintenance agreement must be in effect at all times. Customer and Computronics agree that the sole and exclusive remedies for breach of any warranty concerning the functionality of this Software shall be repair of the Software or, at Computronics option, refund of the license purchase price, upon return of the Software and destruction of any copies thereof.

6. Disclaimer of Warranty. EXCEPT AS SPECIFIED IN THIS LICENSE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.

7. Limitation of Liability. IN NO EVENT WILL COMPUTRONICS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF COMPUTRONICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Computronics' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the license fee paid by Customer for Software. The foregoing limitations shall apply even if the above stated warranty fails of its essential purpose. Any action by the buyer for any alleged breach of the warranty shall be brought to the attention of Computronics not later than 30 days from the date of such alleged breach.

8. Termination. This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Computronics if Customer fails to comply with any provision of this License. Upon termination, Customer must return all copies of Software and the documentation to Computronics.
9. Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

10. U.S. Government Restricted Rights. If Customer is acquiring Software including ac-companying documentation on behalf of the U.S. Government, the following provisions apply. If Software is supplied to the Department of Defense ("DOD"), Software is subject to "Restricted Rights", as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFAR") in paragraph 252.227-7013 (c)(1). If Software is supplied to any unit or agency of the United States Government other than the DOD, the Government's rights in Software will be as defined in paragraph 52.227-19(c)(2) of the Federal Acquisition Regulations ("FAR"). Use, duplication, reproduction or disclosure by the Government is subject to such restrictions or successor provisions. Contract/Manufacturer is: Computronics, 4N165 Wood Dale Road, Addison, IL 60101.

11. Governing Law. This Agreement is made under, shall be governed by, and construed in accordance with the laws of the State of Illinois, U.S.A.

12. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Computronics' opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or liabilities of Computronics or its licensors, Computronics reserves the right to terminate the License and refund the fee paid by Customer as Customer's sole and exclusive remedy.

13. Integration. This Agreement is the entire agreement between Customer and Computronics relating to Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this Agreement. No modifications to the Agreement will be binding, unless in writing and signed by a duly authorized representative of each party.

shrink agree 15-Sep-10