LICENSE AGREEMENT – ISIS Scanner Interface Module from Computhink
NOTICE. READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE PACKAGE with which this agreement is provided. BY INSTALLING, COPYING, OR USING in any manner, THE ACCOMPANYING SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT.
If you are installing this software on behalf of another party, you must obtain such party’s explicit agreement to also be bound by this agreement prior to proceeding with any installation or use.
- Ownership and License. This is a license agreement and NOT an agreement for sale. We continue to own the copy of the computer programs, documentation, data and other content provided with this media package, and all other copies that you are authorized by this Agreement to make (the “Software”). Your rights to use the Software are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under U.S. or international copyright law or any other federal or state law.
- Permitted Uses. In consideration of payment of the license fee which is part of the price you paid for this product, and your agreement to abide by the terms and conditions of this license and Limited Warranty, Computhink, as Licensor, grants to you the following rights to the Software.
(a) Right to Install and Use. Computhink® grants you (the “User”) a personal, non-exclusive, restricted right to use and install one copy of the enclosed Software on a single computer (inclusive of workstations and portable technologies such as laptops) or terminal in the country in which you acquired the Software, for your own internal business purposes, subject to the terms of this license Agreement. If you have purchased from Computhink or its Authorized Distributor the right to use the Software for Multiple Users to store and retrieve data, then your license shall allow such multiple access, limited to the number of Users for which such a right has been paid. You must acquire and dedicate a license for each separate computer on which the software is. By dedicating a license to a particular computer (or terminal), you are assigning the license exclusively to that computer for an indefinite period of time, for use by a single User. A license to use a particular copy of the software may not be shared with other Users, whether at the same or different times, nor used concurrently on different computers by the same User. If at any point in time the maximum number of Users exceeds the number of originally purchased then you agree to purchase the excess User licenses immediately.
Free & Trial Versions: Where the Software is provided free on a permanent, semi-permanent, limited-use or trial basis all the terms relating to licensing shall be identical, and as such you use the Software without warranty or guarantees of any kind. The risk is entirely yours and you acknowledge this. You agree to indemnify us against any and all liabilities, losses, damages, debts, fines, penalties, costs, expenses and settlements (including attorneys’ fees and costs of litigation, settlement, judgment, interest and penalties) arising out of or related to all claims by you or any third party for any reason whatsoever. You accept that we have provided the Software for your sole benefit and have received nothing to our benefit and as such cannot be held responsible in any way and for any reason. At the termination of such trial, etc. period you agree to return and/or destroy all copies of Software and associated materials.
The Software is “installed” on a computer when it is placed on a computer’s hard disk, CD-ROM, or other secondary storage device. Software is “in use” on a computer when it is executed by the computer or loaded into the computer’s RAM or other primary memory. Software is not “in use” if it is merely installed on the hard disk or other secondary storage of a computer or network server. You may not allow persons outside your organization to use the Software or to electronically access copies of the Software.
(b) Right to Copy. You may copy the Software for back-up and archival purposes provided that the original and each copy are kept in your possession and that your installation and use of the Software does not exceed that allowed in the “Right to Install and Use” section above. You may not rent, lease, sell or otherwise transfer or distribute copies of the Software to others, nor may you create derivative works of the Software without prior express written consent from Computhink.
(c) Right to Modify. You may not modify or translate the Software or Documentation without the prior consent of Computhink. You may not reverse engineer, reverse compile, disassemble, or otherwise attempt to discover or create the source code from the Software. You may not release the results of any performance or functional evaluation of any Software program to any third party without written approval of Computhink for each such release.
(d) Right to Transfer. You may not rent, lend, or lease this Software. With Computhink’s explicit written permission, you may, however, transfer this license to use the Software to another party on a permanent basis by transferring the Software along with a copy of this Agreement and all accompanying documentation. Such transfer of possession terminates your license from us, and you must destroy all copies of the Software not transferred. The party to whom you transfer the Software shall be licensed under this Agreement upon its acceptance of this Agreement by its initial use of the Software
- Prohibited Uses. You may not, without written permission from us:
(a) Use, copy, modify, merge, or transfer copies of the Software except as expressly authorized in this Agreement; (b) Use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective; (c) Disassemble, decompile or “unlock,” reverse translate, or in any manner decode the Software for any reason; (d) Place the Software onto a server so that it is accessible via a public network such as the Internet other than by following Computhink’s written instructions for doing so; or (e) Sublicense, lease, or rent the Software.
- Proprietary Rights. You agree that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Computhink. You agree not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Computhink. You agree to implement reasonable security measures to protect such trade secrets and copyrighted material.
- LIMITED WARRANTY
(a) Limited Warranty. We warrant that, for thirty (30) days from the date you first acquired it from us or our authorized reseller organizations (1) the Software will perform substantially in accordance with the user documentation accompanying the Software, and (2) the media on which the Software is provided to you will be free from defects in materials and workmanship under normal use and service.
Certain third-party software “products” may be included for you to load with our product offerings, such as Sun Microsystems JAVATM 2 RUNTIME ENVIRONMENT (J2RE); Microsoft SQL Server, etc. These “products” also are made available to you directly via ftp download or other method of delivery, subject to certain, if any, restrictions placed by their respective software manufacturers. By installing these “products”, you acknowledge that said “products” are provided by Computhink on an “as is” basis for your convenience and that support and warranties, if any, are only offered directly by their respective software manufacturers. You further agree to indemnify, hold harmless, and defend Computhink from and against any and all liabilities, losses, damages, debts, fines, penalties, costs, expenses and settlements (including attorneys’ fees and costs of litigation, settlement, judgment, interest and penalties) arising out of or related to any claims or lawsuits that arise or result from the use of said “products”.
(b) Exclusive Remedies. Our entire liability and your sole and exclusive remedy for breach of the foregoing warranty shall be, at our option, to repair or replace the Software or media that does not meet the foregoing limited warranty if it is returned to us with a copy of your receipt. This limited warranty is void if failure of the Software is caused by accident, abuse, or violation of this license agreement or by failure to install and use the software in accordance with the documentation. Any replacement Software will be warranted as above for the remainder of the original warranty period.
(c) WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT IT’S OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF THIS SOFTWARE QUALIFIES AS A “CONSUMER PRODUCT” UNDER THE MAGNUSON-MOSS WARRANTY ACT, ANY IMPLIED WARRANTIES ARE LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU ACQUIRED THE SOFTWARE FROM US OR FROM OUR AUTHORIZED RESELLER ORGANIZATION, AND THEREAFTER ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LAST, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
This limited warranty gives you specific legal rights, and you may also have other legal rights that vary from State to State.
(d) Warranty inquiries may be sent to the address below.
- LIMITATION OF LIABILITY. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- United States Government Restricted Rights. This section applies to all acquisitions of the Software by or for the federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as “commercial” computer software as that term is used in the acquisition regulations applicable to this procurement and that the government’s use and disclosure of the Software is controlled by the terms and conditions of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms or conditions in any statement of work, contract, or other document that are not required by statute or regulation. If any provision of this Agreement is unacceptable to the government, Vendor may be contacted at the address below. If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the government agrees to return the unused Software for a full refund.
The following statement applies only to procurements governed by DFARS Part 227.4 (OCT 1988):
The enclosed Software is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government or any of its agencies or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) [or (i)] of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). Contractor Manufacturer is Computhink Inc. at the address below.
- Export Controls. You acknowledge that the Software is subject to the export control laws and regulations of the United States and any amendments thereof. You agree that you will not directly or indirectly transfer the Software except in compliance with all-applicable U.S. export laws and regulations. You further agree that any such transfer of the software shall be promptly communicated, in writing to Computhink, Inc.
- Precedence of Contractual Documents. In the event that this software and accompanying materials have been acquired by you under the terms and conditions of a then-in-effect formal business contract executed directly with Computhink, then, in the event of a specific conflict between any provision of this agreement and such contract, the provisions of such contract shall prevail with respect to the specific provision(s).
- Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by so informing us in writing and either destroying all copies of the Software and accompanying materials in your possession or returning all such copies to us. This Agreement and your right to use this Software automatically terminate if you fail to comply with any material provision of this Agreement. Upon termination, you must stop all use of the Software and must destroy or return any copies that remain in your possession. Otherwise, the restrictions on your rights to use the Software will end upon expiration of the copyright to the Software. However, notwithstanding the above, the terms and provisions of sections 4. through 10. above, will remain in force following termination of this agreement for any reason.
- Miscellaneous Provisions. This Agreement will be governed by and construed according to the substantive laws of Illinois. This is the entire agreement between us relating to the Software and supersedes any prior purchase order, communication, advertising, or representation concerning the Software. No change or modification of this Agreement will be valid unless it is in writing and is signed by a specifically authorized representative of Computhink. The parties agree that the substantially prevailing party in any action brought with respect to or to enforce any right or remedy under this Agreement shall be entitled to recover from the other party all reasonable costs and expenses of any nature whatsoever incurred by the prevailing party in connection with such action, including without limitation attorneys’ fees and prejudgment interest, in addition to any other relief to which it may be entitled.
Computhink is a registered trademark of Computhink, Inc. Contentverse is a registered trademark of Computhink, Inc. All other company and product names are pending trademarks or registered trademarks of their respective companies.
LICENSE AGREEMENT – eSignatureTM Module from Computhink
Computhink’s eSignature ™ module incorporates Topaz Systems, Inc.‘s SigValid™ software. SigValid License agreement as expressly conveyed by Topaz Systems, Inc. is outlined below and incorporated into Computhink’s product license agreements.
SIGVALIDTM END-USER LICENSE AGREEMENT AND LIMITED WARRANTY
IMPORTANT: Please read this document before continuing the Software load procedure. By loading the Software enclosed with this agreement (hereinafter “Software”), you are indicating acceptance of the terms of this legal agreement between you (herein called Licensee) and Topaz Systems, Inc. (herein called “Topaz”). If you do not agree to the terms of this agreement, do not load, use or distribute the enclosed Software.
If you are installing this software on behalf of another party, you must obtain such party’s explicit agreement to also be bound by this agreement prior to proceeding with any installation or use.
- Limited use License: This Software, whether on disk, or however delivered and related documentation are licensed to you by Topaz and its suppliers (if any). This license is not a sale and except for the license granted herein, Topaz and its suppliers retain all right, title and interest in the Software and documents and any copies thereof, and hereby grant you the right to use the Software only with Topaz tablets with full SigValid authorization as noted by an original factory authentication sticker affixed to the back of the unit, or by authorization from the factory by serial number. This Software is not for use with any other data capture hardware. The Software is owned exclusively by Topaz or its suppliers and is protected by the United States patent, trademark, copyright and other intellectual property laws and related international treaties. This license is not a sale and except for the license granted below, Topaz and its suppliers retain all right, title and interest in and to the Software and Documents. All licenses granted under this agreement are also subject to the terms and conditions of this agreement.
- Governing Law, Jurisdiction, and Forum: This agreement is governed by the laws of the State of California, without regard to its conflict of law provisions. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Ventura County, California or the federal courts in the Central District of California to resolve any disputes under this agreement or the subject matter contained therein.
- YOU MAY:
(a) Freely use the enclosed Software only for use with Topaz tablets which are fully SigValid licensed or authorized as evidenced by an authorization sticker affixed to the back of the unit, or by authorization via serial number from the factory.
(b) Distribute the Software to third parties only for their use with Topaz tablets which are fully SigValid licensed or authorized as evidenced by an authorization sticker affixed to the back of the unit, or by authorization via serial number from the factory. Any third parties who receive copies of this Software must also receive notice that the Software is owned by Topaz or its suppliers and must also receive the information contained in Section 11.
- YOU MAY NOT:
(a) Use or distribute the Topaz Software for use with tablets not supplied by Topaz.
(b) Reverse engineer, decompile, disassemble, or otherwise reduce the Software to a human-perceivable form.
(c) Modify, network, rent, lease, loan, sell, distribute, or create derivative works based upon the Software or documents in whole or in part.
(d) Remove, obscure, or alter any proprietary rights or notices affixed or contained in the Software or documents.
(e) Supply this Software to a direct competitor of Topaz or a direct competitor of any of its suppliers (if any). You must contact Topaz if you are considering supplying this Software to another company other than your end-user, or have any question about this.
- EXPORT LAW ASSURANCES:
You agree and certify that neither the Software nor any of the other technical data received from Topaz or its suppliers, nor the direct product thereof, will be exported outside of the United States except as permitted by the laws and regulations of the United States. The Software and documents may contain restricted rights. Use, duplication, or disclosure by the US Government may be subject to restrictions as set forth in sub-paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraph (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19 and successors thereof, as applicable.
- LIMITED WARRANTY:
Topaz warrants to the first licensee and recipient of a copy of this Software only, that the media upon which the Software is recorded is free from defects in workmanship and material under normal use and service for a period of 30 days after such licensee’s receipt of such media. Furthermore, you expressly acknowledge and agree that use of the Software is at your sole risk. The Software and Documents are otherwise provided “AS-IS” with no other representations or warranties. No warranties are made to any third party such as anyone you distribute a copy of this Software to as permitted under this agreement.
- EXCLUSIVE REMEDY:
Topaz’s entire liability and your exclusive remedy for a breach of the limited media warranty contained in Section 6 above shall be, at Topaz’s option, either (a) the repair or replacement of the Software or (b) the refund of the price that was paid for the Software package. The defective Software media, along with proof of payment, must be returned to Topaz within the terms of the warranty as set forth in this agreement.
- LIMITATIONS ON DAMAGES:
In no event, including negligence, shall Topaz or its suppliers be liable for damages whatsoever, (including without limitation, damages for special, incidental, consequential or indirect damages or loss of profits, business interruption, loss of information, or other pecuniary loss) arising out of the use of or inability to use the Software even if Topaz or its suppliers, if any, have been made aware of the possibility of such damages. In no event will Topaz’s or its suppliers’ liability for any reason exceed the actual price paid for the license to use the specific program.
This License is effective until terminated. You may terminate this License at any time by destroying the Software and all copies thereof. If you fail to comply with any provision of this License, this License will terminate immediately without notice from Topaz and other legal remedies will become available to Topaz or its suppliers. Upon termination, you must destroy all copies of the Software. Sections 2, 6-8, 10-12 shall survive termination of this agreement.
- NO OTHER WARRANTIES:
With respect to the Software, media, Documentation and written material, TOPAZ AND ITS SUPPLIERS, IF ANY, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THE ABOVE TOPAZ WARRANTY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. TOPAZ DOES NOT WARRANT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATIONS OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, NEITHER TOPAZ OR ITS SUPPLIERS WARRANT NOR MAKE ANY REPRESENTATIONS IN TERMS OF THE SOFTWARE’S CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN STATEMENT GIVEN BY TOPAZ, ITS SUPPLIERS, OR ANY TOPAZ AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY DESCRIBED HEREIN. TOPAZ MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ANY OF ITS THIRD PARTY SUPPLIERS. Should the Software prove defective, you (and not Topaz, its suppliers or any Topaz Authorized Representative) assume the entire cost of all necessary servicing, repair, or correction. Some states may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
- PATENTS, TRADEMARKS, AND COPYRIGHT:
SigValid is a trademark of Topaz Systems, Inc. This Software product is protected under US patents: 5,120,908; 5,122,623; 6,307,955. This Software product (except for certain components owned by Communication Intelligence Corporation) is copyrighted © by Topaz Systems, Inc. Components of this Software are owned and protected under intellectual property owned by and are copyrighted © by Communication Intelligence Corporation.
- GENERAL PROVISIONS:
All references to third party suppliers shall also cover any third party licensors who license third party software to Topaz for inclusion within or as part of the software. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms. This agreement may only be modified in writing signed by an officer of Topaz Systems, Inc. This agreement will not be governed by the United Nations convention on contracts for the International sale of goods, the application of which is expressly excluded.
TOPAZ Software to be used with Topaz Gem-Series tablets from Computhink (“Supplier”).
The following statement of ownership/copyright notice is applicable:
Portions of this computer program are copyright © 2008 Celartem, Inc. All rights reserved.
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