SOFTWARE LICENSE AGREEMENT
Hover-Davis, Inc. proprietary software may be delivered to the End-User either pre-installed in a Licensor brand machine, by physical copy of the software, downloaded via the internet or from another electronic source. Regardless of the method of delivery of Software to the Licensee, the Licensee must agree to the terms and conditions of this license prior to any use of the Software. This license is granted only upon acceptance of this license agreement by Licensee. If you do not agree to all of the provisions herein, you must immediately contact an authorized representative of Licensor for disposition. The Software cannot be used until all license issues are resolved. This license is granted only to the End-User of the Licensor machine into which the Software is or will be installed. This license shall also apply to Software documentation as the context permits.
Software License Terms and Conditions
“Licensor” means Hover-Davis, Inc. “Licensee” means the person or company to whom the Software is delivered to.
2. Grant of License:
2.1. Under Licensor ownership rights, copy-rights, trade secret rights, licensing rights and other rights in the enclosed software program (“the Software”), Licensor grants Licensee a non-exclusive license to use and operate one copy of the Software on a single, designated computer (the “Designated Computer”) connected or not directly connected to the specific Licensor machine or series of connected machines for which the Software is intended and which is now owned or leased by Licensee (the “Designated Machine or Machines”).
2.2. Licensor further grants Licensee the right:
2.2.1. to make copies of the Software solely for backup or archival purposes and for no other purpose;
2.2.2. to transfer the Software to a single hard disk, provided that Licensee maintains the original copy of the Software for backup or archival purposes only;
2.2.3. to transfer or copy the Software from the Designated Computer to another computer, so long as and only if the computer receiving the Software is owned or leased by the Licensee and is the only computer operating the
2.2.4. Software, which computer shall then be the “Designated Computer” under the “Grant of License” above;
2.2.5. to reproduce the Software documentation only for use by employees in connection with the operation of the Designated Computer at the Licensee’s site.
2.3. No right to use the Software on more than one computer or in connection with more than the Designated Machine is granted. Only Licensees purchasing a Right-to-Copy (“RTC”) License may use and operate the Software on multiple computers or multiple machines.
2.4. No right of ownership or title in the enclosed copy of the Software is transferred to Licensee.
3. Retention of Rights:
3.1. Licensor retains ownership of the Software. Licensor retains all other ownership rights, as well as all copyrights, trade secret rights, licensing rights and all other rights in the Software, under U.S. law, international treaties, and under the laws of other countries throughout the world.
3.2. Licensor’s rights in the Software may be derived in part from a license with another company or individual (“Third Party Software Suppliers”). All terms of this License, to the extent applicable, apply to portions of the Software derived from any such Third Party Software Suppliers.
4. Licensee’s Obligations:
4.1. Licensee agrees to retain the copyright and proprietary notices on all originals and copies of the Software, and related materials, in the same form as affixed when delivered to Licensee by Licensor.
4.2. The Software contains trade secrets and is the confidential property of Licensor. Licensee agrees not to permit the Software, or any part thereof, to be disclosed, in any form, to any individual who is not an employee of Licensee and who is not under an obligation to keep the Software confidential, without prior written consent from Licensor.
4.3. Licensee may not modify, decompile, disassemble or reverse engineer the Software.
5. Other Restrictions:
Licensee may not sublicense, rent, lease, sell, or loan the Software or any copy thereof. Licensee may not assign, without the prior written consent of Licensor, Licensee’s rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed void. Licensor may assign this Agreement. This Agreement shall apply to, inure to the benefit of, and be binding upon the Parties hereto and upon their permitted successors and assigns.
6. Limited Warranty:
6.1. Licensor warrants that the Software substantially conforms to the general specifications applicable at the time the software was ordered. Licensor will provide responses to documented or telephoned reports of software errors for one (1) year after receipt of the original software. Licensor does not guarantee that all software errors can or will be corrected. All reports of software errors and warranty claims shall provide details sufficient to diagnose or reproduce the error or malfunction. Updates accepted by Licensee shall become part of the Software covered by this License. After expiration of this warranty, Licensee may obtain standard support from Licensor by purchasing a Software Service Agreement.
6.2. Licensor, not any Third Party Software Suppliers, will be responsible for the provision of support on information relating to the portions of Software, if any, that have been derived from the third party software. These same portions of Software are not warranted by the Third Party Software supplier nor does the Third Party Software Supplier assume any liability regarding the use of the Software.
6.3. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, LICENSOR AND ANY THIRD PARTY SOFTWARE SUPPLIERS DISCLAIM ALL WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITY ON THE PART OF LICENSOR FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE. LICENSOR’S LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE ORIGINALLY PAID BY LICENSEE FOR THE SOFTWARE.
7.1. Licensor may terminate this License if Licensee fails to comply with any of these License terms and conditions, or if a receiver or trustee is appointed for Licensee. Upon any termination, Licensee will immediately stop using all Software and return all copies thereof to Licensor, or at the request of Licensor, destroy all copies and provide written certification thereof to Licensor.
7.2. The waiver by either party of any default or breach of this agreement will not constitute a waiver of any subsequent default or breach of the same or of a different kind. This agreement constitutes the whole license for the use of the Software between the parties and can be changed only by memorandum signed by both parties.
This License shall be valid for the term of Licensor’s copyright in the Software.
The provisions of this License shall be considered to be separable and independent of each other. In the event that any provision of this License shall be held to be invalid or unenforceable by a court of competent jurisdiction, such determination shall not invalidate or render unenforceable any other provision of this License.