|
| |
UTILITY SOFTWARE LLC
SOFTWARE LICENSE AGREEMENT
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE OPENING THE ACCOMPANYING
SOFTWARE (THE "SOFTWARE") PACKAGE OR CONTINUING WITH THE INSTALLATION PROCESS OF
THE SOFTWARE. BY CLICKING ON THE "I AGREE" BUTTON, OR BY OPENING THE SOFTWARE
PACKAGE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON TO TERMINATE THE
INSTALLATION PROCESS OR PROMPTLY RETURN THE UNOPENED PACKAGE AND THE REST OF THE
PRODUCT TO YOUR SUPPLIER FOR A FULL REFUND.
1. License. If you have purchased a license to the Software, Utility Software
LLC ("USLLC") grants you a non-exclusive right and license to use the Software
(the Operator Assisted Sewer Information System - "OASIS") and the related
documentation (the "Documentation") as set forth in this Agreement.
You may use the Software on a single computer, or you may use the Software on a
single workstation connected to an internal network (LAN and/or WAN) to access a
single data repository file (OASISBE.MDB) located on a network server. If
additional fees ("workstation license fees") have been paid, you are allowed to
access the data repository file (OASISBE.MDB) located on a network server from
each paid licensed workstation. You must acquire and dedicate a workstation
license for each separate computer on which the Software is installed or run
from the storage device. A license for the Software may not be shared or used
concurrently on different computers.
Owners/operators of agencies with multiple wastewater collection systems under
their jurisdiction must have a separate paid license for each OASISBE.MDB data
repository they deploy, as well as the appropriate number of workstation license
fees as described above.
The granting of this license - including the site license provisions described
above - does not modify or supersede the conditions and restrictions of the
license granted by Microsoft Corporation for the possession and use of Microsoft
Access, a database software program that must be present on a computer(s)
operating the Software (the Operator Assisted Sewer Information System -
"OASIS").
WHERE APPLICABLE, AS DEFINED BY MICROSOFT CORPORATION'S LICENSING OF RUNTIME AND
NON-RUNTIME VERSIONS OF MICROSOFT ACCESS, YOU MUST SEPARATELY OBTAIN - AT YOUR
SOLE EXPENSE - THE CORRECT NUMBER OF LICENSED COPIES OF MICROSOFT ACCESS
REQUIRED TO BE IN COMPLIANCE WITH THE MICROSOFT LICENSING AGREEMENT.
You may make a single copy of the Software for backup and archival purposes only
provided that any copy must contain all proprietary notices included in the
original. You may use the Documentation to assist in your use of the Software.
You own the media on which the Software is recorded (if any), but not the
Software itself, the Documentation, or any copy of it. This license is not a
sale of the original or any copy of the Software.
If you have obtained a freeware version of the Software, and have not purchased
a license to the Software, USLLC grants you a non-exclusive license to use the
freeware version of the Software free of charge. You may duplicate and transfer
the freeware software to others as long it remains free of charge to the
recipient(s). You may not sell any copies of the freeware version to anyone.
USLLCdisclaims all liability and responsibility for any loss of data or other
information which may occur as a result thereof.
2. Copying, Transferring or Modifying Software. The Software contains
copyrighted material, trade secrets and other proprietary intellectual property.
You may not permit concurrent use of the Software unless each user has an
applicable license. You may not permit other individuals to use the Software
except under the terms listed above. You may not decompile, disassemble,
reverse-engineer or otherwise display the Software in human-readable form. You
may not modify, translate, rent, lease, distribute or lend the Software, and you
may not sell to others the right to use the Software on your computer. You may
not remove any proprietary notices or labels on the Software. You may not copy,
transfer, transmit, sublicense or assign this license or the Software except as
expressly permitted in this Agreement. You agree that the terms of this
paragraph apply to the Software or any portion thereof, whether owned by USLLC
or USLLC's licensors, including - without limitation - Microsoft Corporation.
3. Term. If you have purchased a license to the Software, this Agreement and
license are effective from the time you accept the terms of this Agreement until
this Agreement is terminated. You may terminate this Agreement at any time by
destroying all copies of the Software. This Agreement will terminate immediately
and without further notice if you fail to comply with any provision of this
Agreement. All obligations of confidentiality and restrictions on use, and all
other provisions that may reasonably be interpreted to survive termination of
this Agreement, will survive termination of this Agreement for any reason. Upon
termination, you agree to destroy all copies of the Software.
4. Limited Warranty. If you have purchased a license to the Software, if the
Software is delivered using a computer storage media such as a CD ROM or
diskette, USLLC warrants that the media on which the Software is furnished will
be free from defects in materials and workmanship under normal use for ninety
(90) days from the date you received the Software, as shown by your receipt.
This warranty is limited to you and is not transferable. This warranty does not
cover damage caused by improper use or neglect. USLLC's entire liability and
your exclusive remedy shall be, at USLLC's option (i) to replace the defective
media; (ii) to advise you how to achieve substantially the same functionality
with the Software as described in the Documentation through a procedure
different from that set forth in the Documentation; or (iii) to refund the
license fee you paid for the Software.
If you have obtained a freeware version of the Software, and have not purchased
a license to the Software, USLLC makes no warranties of any kind with respect to
the media (if any) on which the Software is furnished, and such media is
provided "as is" and without warranties of any kind.
5. Warranty Disclaimers. THE SOFTWARE, THE DOCUMENTATION AND (EXCEPT AS PROVIDED
IN SECTION 4) THE MEDIA UPON WHICH THE SOFTWARE IS RECORDED (IF ANY) ARE
PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The entire risk as to the
quality and performance of the Software and the Documentation is with you.
Should the Software or the Documentation prove defective, you (and not USLLC or
its distributors, licensors or dealers) assume the entire cost of all necessary
servicing or repair.
USLLC does not warrant that the functions contained in the Software will meet
your requirements or operate in the combination that you may select for use,
that the operation of the Software will be uninterrupted or error free, or that
defects in the Software will be corrected. No oral or written statement by USLLC
or by a representative of USLLC shall create a warranty or increase the scope of
this warranty.
USLLC DOES NOT WARRANT THE SOFTWARE AGAINST INFRINGEMENT OR THE LIKE WITH
RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY
RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT THAT THE SOFTWARE DOES NOT INCLUDE
ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNATED TO PERMIT UNAUTHORIZED
ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE OR DATA, OR TO
PERFORM ANY OTHER SUCH ACTIONS.
Any warranties that by law survive the foregoing disclaimers shall terminate
ninety (90) days from the date you received the Software as shown by your
receipt.
6. Limitation of Liability. YOUR SOLE REMEDIES AND USLLC' S ENTIRE LIABILITY ARE
SET FORTH ABOVE. IN NO EVENT WILL USLLC OR ITS DISTRIBUTORS OR DEALERS BE LIABLE
FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE
OF THE SOFTWARE, THE INABILITY TO USE THE SOFTWARE, OR ANY DEFECT IN THE
SOFTWARE, INCLUDING ANY LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
You agree that USLLC and its distributors and dealers will not be liable for
defense or indemnity with respect to any claim against you by any third party
arising from your possession or use of the Software or the Documentation.
In no event will USLLC's total liability to you for all damages, losses, and
causes of action (whether in contract, tort, including negligence, or otherwise)
exceed the amount you paid for this product.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, AND
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM STATE TO STATE.
7. Export Control Laws. You agree to comply with all laws, rules and regulations
applicable to the export of the Software or the Documentation. Specifically, you
shall not export, re-export or transship the Software or the Documentation, or
the direct product thereof, in violation of any United States laws and
regulations which may from time to time be applicable. None of the Software or
underlying information or technology may be downloaded or otherwise exported or
re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya,
Serbia, Montenegro, North Korea, Syria or any other country to which the U.S.
has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Commerce Department's Table of Denial
Order. By downloading or using the Software, you are agreeing to the foregoing
and you are representing and warranting that you are not located in, under the
control of, or a national or resident of any such country or on any such list.
8. High Risk Activities. The Software is not fault-tolerant and is not
designed,manufactured or intended for use or resale as online equipment control
equipment in hazardous environments requiring fail-safe performance, such as in
the operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control,direct life support machines, or weapons systems,
in which the failure of the Software could lead directly to death, personal
injury, or severe physical or environmental damage. USLLC and its suppliers
specifically disclaim any express or implied warranty of fitness for any high
risk uses listed above.
9. Government Restricted Rights. For units of the Department of Defense, use,
duplication, or disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013.
If the Commercial Computer Software Restricted rights clause at FAR 52.227-19 or
its successors apply, the Software and Documentation constitute restricted
computer software as defined in that clause and the Government shall not have
the license for published software set forth in subparagraph (c)(3) of that
clause.
The Software (i) was developed at private expense, and no part of it was
developed with governmental funds; (ii) is a trade secret of USLLC (or its
licensor(s)) for all purposes of the Freedom of Information Act; (iii) is
"restricted computer software" subject to limited utilization as provided in the
contract between the vendor and the governmental entity; and (iv) in all
respects is proprietary data belonging solely to USLLC (or its licensor(s)).
10. Governing Law and Interpretation. This Agreement shall be interpreted under
and governed by the laws of the State of California, without regard to its rules
governing the conflict of laws. If any provision of this Agreement is held
illegal or unenforceable by a court or tribunal of competent jurisdiction, the
remaining provisions of this Agreement shall remain in effect and the invalid
provision deemed modified to the least degree necessary to remedy such
invalidity.
11. Entire Agreement. This Agreement is the complete agreement between USLLC and
you and supersedes all prior agreements, oral or written, with respect to the
subject matter hereof.
|
