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PERGENEX SOFTWARE LLC
AUTO-MATE SOFTWARE LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: This Auto-Mate Single User License Agreement ("Agreement") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this Agreement as "You") and Pergenex Software LLC for the Auto-Mate software that accompanies this Agreement, including any associated media, printed materials and electronic documentation (collectively "Software"). The Software also includes any software updates, add-on components, web services and/or supplements that Pergenex Software may provide to you or make available to you after the date you obtain your initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, You agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install, access or use the Software.
GENERAL TERMS AND CONDITIONS
Pergenex Software grants you ONE (1) non-exclusive and non-transferable single user license for the internal use only of the Software. This license entitles the owner to install the Software on a single computer. You will not otherwise use or copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Software. You agree not to use the Software in violation of any law, statute, ordinance or other regulation (including export control and unfair competition laws) or any obligation to which you are bound.
You agree to comply with all applicable laws and regulations regarding your use of the Software. You agree to indemnify Pergenex Software from and against any liability that Pergenex Software may incur arising from your use of the Software.
You may use the Software solely to evaluate and test the Software pursuant to the terms of this Agreement during the evaluation period. Since this is evaluation Software, portions of the full use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet.
OWNERSHIP
All patents, copyrights, trade secrets and other proprietary rights in or related to the Software are and will remain the exclusive property of Pergenex Software, whether or not specifically recognized or perfected under the laws of the country where the Software is located. You hereby assign and agree to assign any and all rights you may have or acquire in or to the Software to Pergenex Software for no additional consideration.
You will not take any action that jeopardizes Pergenex Software's or its licensors' proprietary rights or acquire any rights in the Software. Pergenex Software or its designee will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or development thereof. At Pergenex Software's request, you will execute or obtain the execution of any instrument that may be appropriate to assign these rights to Auto-Mate or its designee or to perfect these rights in Pergenex Software's or its designee's name.
CONFIDENTIALITY
(a) Confidentiality. You acknowledge that the Software is and incorporates confidential and proprietary information developed, acquired by or licensed to Pergenex Software. You will take all reasonable precautions necessary to safeguard the confidentiality of the Software, and will not disclose any information about the Software or the Software evaluations or reports to any other person without Pergenex Software's prior written permission. You will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Software. The placement of a copyright notice on the Software will not constitute publication or otherwise impair its confidential nature.
(b) Unauthorized Use or Disclosure. You acknowledge that any unauthorized use or disclosure of the Software will cause irreparable harm to Pergenex Software and its licensors. If an unauthorized use or disclosure occurs, you will take all steps that are necessary to recover the Software and to prevent its subsequent unauthorized use or dissemination.
(c) Limitation. You will have no confidentiality obligation with respect to any portion of the Software that (i) You lawfully obtained from a third party under no obligation of confidentiality or (ii) became available to the public other than as a result of Your act or omission.
DISCLAIMER OF WARRANTY
UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
DISCLAIMER OF DAMAGES
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL PERGENEX SOFTWARE OR ITS LICENSORS BE LIABLE FOR ANY LOSS IN REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PERGENEX SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PERGENEX SOFTWARE'S LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR SOFTWARE UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
TERMINATION
This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from Pergenex Software if you fail to comply with any provision of this Agreement. Upon Termination, you must destroy all copies of Software. Upon termination, you agree to promptly de-install and delete all copies of the Software in Your possession and discontinue any further use of the Software. The parties' rights and obligations will survive the termination of this Agreement.
MISCELLANEOUS
You and Pergenex Software are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Pergenex Software.
This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between you and Pergenex Software with respect to the Software.
If any provision of this Agreement is held to be unenforceable, This Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
This Agreement is the entire agreement between you and Pergenex Software relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
For inquiries please contact:
Pergenex Software LLC
410 Winding Brook Farm Road
Watertown, CT 06795, USA
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