OBJECT INSIGHT, INC. SOFTWARE LICENSE AGREEMENT FOR JVISION 2.x
1. Parties.
This Software License Agreement ("Agreement") is between Object Insight,
Inc., a Michigan corporation with offices at 506 North State Street, Ann
Arbor, Michigan 48104 ("OI") and the party accepting the license in the
manner set forth below ("User"). This Agreement outlines the terms and
conditions under which OI licenses to User certain computer software
programs downloaded from OI's website, or otherwise provided to User
("Software").
2. The Software/Intellectual Property Rights.
OI is the owner of all intellectual property rights in the Software,
including copyrights, trade secrets, trademarks, patents, and "knowhow,"
or has the rights necessary to license the Software to User. User shall
have no rights with respect to any Software source code and User agrees
not to reverse assemble, decompile, or otherwise attempt to derive such
source code from units of the Software provided to User under this
Agreement.
3. Acceptance of License Terms.
Upon acceptance of this Agreement by User in the manner set forth herein,
OI shall enable User to load and execute one copy of the Software. User
agrees to implement software protection measures to prevent unauthorized
use and reproduction of the Software, including, but not limited to,
keeping the Software in a secure place, under reasonable access and use
restrictions not less strict than those applied by User with respect to
its own confidential information. User's obligations regarding
confidentiality and intellectual property rights shall survive termination
of this Agreement. In addition, User shall not provide to any third party
the serial number or other information provided by OI to enable User to
use the Software. User warrants that the name, email address and other
information about User that User enters in this Agreement or otherwise
provides to OI is legitimate and correct.
4. Grant of Software License.
User may download the Software onto its computer pursuant to the
instructions in OI's website. OI grants User a nonexclusive,
nontransferable, license to load and execute the Software on one computer
for each license, in object code format only, solely for the purpose of
integrating User's own computer software applications ("User Software")
with the Software. The combination of the User Software with the Software
shall be referred to as the "Integrated Software." In addition, User may
distribute the Software solely to end users but only in association with
the Integrated Software as described above. All rights not expressly
granted to User in this Agreement are reserved by OI.
5. User Obligations.
(a) User shall not attempt to break the encryption and/or other security
mechanisms used by the Software or by the Integrated Software and shall
not provide the Software or Integrated Software to any third party for the
purpose of breaking any such encryption or other security mechanism. User
shall not provide the Software or Integrated Software to any third party
when the User knows or reasonably should know that such third party
intends to attempt to break any such encryption or other security
mechanism.
(b) User shall not: remove any proprietary rights marks or legends on or
in the Software; modify, enhance, or create derivative works of the
Software; assign, sublicense, or sell the Software; decompile,
disassemble, or reverse engineer the Software; or make copies of the
Software other than for archival and backup purposes, and in association
with distribution of Integrated Software to end users.
(c) User shall not use the Software with, or distribute in any manner, any
User Software unless User has all rights required for its distribution of
such User Software.
(d) User shall provide OI with reasonably prompt written notification of
any comments or complaints about the Software that are made by end users,
and any problems with the Software or its use of which User becomes aware.
Such written notification shall be the property of OI. OI shall
reasonably promptly inform User of OI's evaluation and proposed resolution
(if applicable) of such comments and complaints.
6. Fees and Payments.
User shall pay OI a one-time, nonrefundable, software license fee of four
hundred ninety-nine U.S. dollars ($499.00) prior to its being given access
to the Software. Note that special discounts and quotes for special
pricing on volume purchases may be made available by OI. This software
license fee shall be paid by credit card or check.
7. Exclusion of Warranties.
USER ACKNOWLEDGES THAT IT HAS BEEN GIVEN THIRTY (30) DAYS TO TEST AND
EVALUATE THE PRODUCT, AND THAT USER HAS SO TESTED AND EVALUATED THE
PRODUCT. AS SUCH, OI PROVIDES THE PRODUCT "AS IS" WITH NO WARRANTIES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. OI DISCLAIMS, AND USER HEREBY WAIVES, ALL WARRANTIES
INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. OI DOES NOT WARRANT THAT THE ENCRYPTION AND/OR OTHER SECURITY
MECHANISMS USED BY THE PRODUCT OR BY ANY INTEGRATED SOFTWARE ARE
UNBREAKABLE BY THIRD PARTIES.
8. Updates and Technical Support Services.
(a) While User complies with the terms and conditions of this Agreement,
User shall have the right to receive all error corrections, updates,
upgrades, and new releases of the "2.1.x" Software that OI makes available
without charge through its Web site. User shall also have the right to
submit questions to OI via OI's Web site at no charge, and OI will make
good faith efforts to respond to such questions by posting answers to the
FAQ on the Object Insight web site.
(b) User may obtain additional technical assistance at OI's hourly rates,
or per diem, as the parties agree.
(c) At any given time, User shall use reasonable efforts to utilize only
the most recently updated or upgraded version of the Software.
9. Limitation of Liability.
OI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR BUSINESS
INTERRUPTION LOSSES, IN CONNECTION WITH THE PRODUCT, REGARDLESS OF WHETHER
OI HAS BEEN MADE AWARE OF THEIR POSSIBILITY. IN NO EVENT SHALL OI BE
LIABLE TO USER, UNDER ANY THEORY OF RECOVERY, INCLUDING CONTRACT,
NEGLIGENCE, STRICT LIABILITY, WARRANTY OR PRODUCTS LIABILITY, IN AN AMOUNT
IN EXCESS OF THE LICENSE FEES PAID BY USER IN CONNECTION WITH THIS
AGREEMENT. ANY CLAIMS RELATING TO THIS AGREEMENT SHALL BE BROUGHT WITHIN
ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF
ACTION. USER SHALL ENSURE THAT OI IS NOT LIABLE TO ANY PURCHASERS,
LICENSEES OR OTHER END USERS OF INTEGRATED SOFTWARE FOR ANY SUBSTITUTE
PRODUCTS OR SERVICES, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL,
INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY.
10. Term and Termination.
This Agreement shall become effective on the date on which this Agreement
is accepted by User in the manner set forth herein, and shall continue in
effect thereafter until: (a) there is a material breach by either party
which is not cured within thirty (30) days after receipt of written notice
of such breach; (b) the Software is disabled as a result of User's failure
or refusal to pay the Software license fees described above; or (c) User
elects to discontinue its use of the Software. Upon termination of this
Agreement, User shall immediately discontinue use of the Software and
shall return the Software and all authorized copies of the Software to OI.
Except as otherwise set forth in this Agreement, the parties' rights and
obligations regarding ownership, limitations of liability, and audits
shall survive any termination of this Agreement.
11. General Provisions.
(a) Choice of Law: This Agreement is entered into and performed in Ann
Arbor, Michigan, and shall be governed by the laws of the State of
Michigan and the federal laws of the U.S.A.
(b) Choice of Forum: Any action brought by either party related to this
Agreement, shall be initiated and maintained in Washtenaw County,
Michigan, or in the U.S. District Court of the Eastern District of
Michigan, Southern Division, and the parties expressly submit to the
exclusive personal jurisdiction and venues of these courts.
(c) Compliance with Law: User will comply with all applicable laws and
regulations governing the use of the Software and the distribution of
Integrated Software. User understands and acknowledges that OI's
obligations to provide the Software or other products or services
hereunder shall be subject to U.S. export administration regulations and
other applicable laws and/or regulations. Upon request by User, OI shall
notify User of the then-current limitations, if any, on OI's ability to
comply with its obligations hereunder which are imposed by such laws
and/or regulations.
(d) Severability: If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, such provision
will be deemed modified so as to make it valid in a manner consistent with
the intent of the parties expressed in that section.
(e) Waiver: OI's failure to enforce at any time any of the provisions of
this Agreement shall not be construed to be a present or future waiver of
such provisions.
(f) Assignment: User shall not assign any of its rights, obligations or
privileges under this Agreement without OI's prior written consent. OI
shall have the right to assign its rights, obligations, and privileges
under this Agreement to an assignee that agrees in writing to be bound by
the terms and conditions of this Agreement.
(g) OI's Remedies: The remedies accorded OI are cumulative and in
addition to those provided by law.
(h) Survival of Obligations: All provisions of this Agreement relating to
confidentiality, ownership, limitations of liability and any other subject
that would, by its nature, be deemed to survive termination of this
Agreement, shall survive the termination of this Agreement.
(i) Entire Agreement: This Agreement contains the entire understanding of
the parties, supersedes prior oral agreements and writings, and can only
be modified in writing by authorized representatives.
(j) Notice: Any notice required to be given by either party under this
Agreement shall be in writing and shall be delivered to the recipient in
person or by certified or registered letter. Such delivery will be made
at the recipient's address as set forth above. Each party has the duty to
inform the other in writing of any changes of address.
BY PROVIDING THE USER INFORMATION ABOVE, COMPLETING THE VERIFICATION STEPS
BELOW, AND DOWNLOADING THE PRODUCT, USER ACKNOWLEDGES AND AGREES THAT USER
HAS READ THIS AGREEMENT, THAT USER IS THE INDIVIDUAL LISTED ABOVE, THAT
USER IS OF THE AGE OF MAJORITY, THAT USER IS AUTHORIZED TO ENTER INTO THIS
AGREEMENT, THAT THE STEPS USER IS FOLLOWING CONSTITUTE USER'S SIGNATURE ON
THIS DOCUMENT, THAT THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT SUPPORTED
BY ADEQUATE CONSIDERATION, AND THAT USER AGREES TO BE BOUND BY, AND COMPLY
WITH, ALL TERMS OF THIS AGREEMENT.
|
