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DbClone Master Informatix Systems
Inc. PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU INDICATE ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. THIS AGREEMENT DOES NOT SUPERCEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND Master Informatix Systems INC. This agreement (the
“Agreement”) is made between Master Informatix Systems Inc.
and you, the customer (“Licensee”). The terms and
conditions of this Agreement are intended by the parties as a
final expression of their agreement with respect to the
subject matter hereof and may not be contradicted by evidence
of any prior or contemporaneous agreement unless such
agreement is signed by both parties. In the absence of such an
agreement, this Agreement shall constitute the complete and
exclusive statement of the terms and conditions and no
extrinsic evidence whatsoever may be introduced in any
judicial proceeding which may involve the Agreement. This
Agreement may not be modified except by a writing executed by
both parties hereto. SECTION 1. GENERAL
PROVISIONS. 1.1 Software. For the
purpose of this Agreement, the licensed computer software
program(s) downloaded and/or installed and the supporting
documentation for such will be referred to as the
“Software.” 1.2 Restrictions. Master Informatix Systems Inc.
reserves any rights not expressly granted to Licensee and
retains title and full ownership rights under the copyright
laws of the United States or any other jurisdiction or under
any federal, state, or foreign laws. Master Informatix Systems Inc.
is not obligated to provide and Licensee acquires no right of
any kind with respect to any source code for the Software.
Licensee agrees that it has no right whatsoever to modify the
Software or any portion thereof in any manner. Licensee shall
not, nor permit any third party to reverse engineer,
decompile,
disassemble or otherwise reduce the Software to any other
humanly perceivable form, and may not modify, adapt, rent,
lease, loan or create derivative works based upon the Software
or any part thereof. 1.3 Export Law Assurances.
Licensee shall not export or re-export, or allow the export or
re-export of the Software or any copy, portion or direct
product of the foregoing, in violation of any export laws,
restrictions, national security controls or regulations of the
United States or other applicable foreign agency or authority. 1.4 Limitation of Remedies
and Damages. IN NO EVENT WILL Master Informatix Systems Inc,
ITS SUBSIDIARIES OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS,
EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO
LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE
LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES,
REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF Reston
technology OR A Reston Technology REPRESENTATIVE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Reston Technology CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND
REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO
GREATER THAN THE AMOUNT OF MONEY PAID TO Reston Technology FOR
THE SOFTWARE THAT CAUSED THE DAMAGES. NO ACTION MAY BE BROUGHT
AGAINST Master Informatix Systems Inc. LATER THAN ONE YEAR FROM
THE TERMINATION OF THIS AGREEMENT. 1.5 Nondisclosure.
“Confidential Information” shall be defined to include
Software, source code, object code, documentation and any
proprietary tools, proprietary knowledge or proprietary
methodologies disclosed by Master Informatix Systems Inc. to
Licensee under or relating to this Agreement. Licensee shall
observe complete confidentiality with respect to the
Confidential Information, and shall use its best efforts and
take all reasonable steps to protect the Confidential
Information from any use, reproduction, publication,
disclosure, or distribution except as specifically authorized
by this Agreement. Licensee shall promptly notify Master Informatix Systems Inc.
of any known unauthorized use or disclosure of the
Confidential Information and will cooperate with Master Informatix Systems Inc.
in any litigation brought by Master Informatix Systems Inc.
against third parties to protect its proprietary rights. 1.6 Assignment. Licensee
may not assign or transfer its rights and obligations under
this Agreement without prior written approval by Master Informatix Systems Inc.
and any purported assignment or transfer without Master Informatix Systems Inc.’s
consent shall be null and void. 1.7 Injunctive Relief.
Licensee hereby expressly agrees that Master Informatix Systems Inc.,
in addition to any other rights or remedies which Master Informatix Systems Inc.
may possess, shall be entitled to injunctive and other
equitable relief without having to post bond or other security
to prevent a material breach or continuing material breach of
this Agreement. 1.8 Software Supplied to
the Government. The Software is a “commercial item,”
“commercial computer software” and/or “commercial
computer software documentation.” Consistent with DFAR
section 227.7202 and FAR section 12.212, any use,
modification, reproduction, release, performance, display,
disclosure or distribution of the Software by the U.S.
government shall be governed solely by the terms of this
Agreement and shall be prohibited except to the extent
expressly permitted herein. 1.9 Survival. Sections
1.2, 1.3, 1.4, 1.5, 1.7, 1.9, 1.10, 1.11 and 1.12 shall
survive termination of this Agreement for any reason
whatsoever. 1.10 Warranties. THE
LIMITED WARRANTIES AS DESCRIBED IN SECTION 2.2 AND SECTION 3.3
OF THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED BY Master Informatix Systems Inc.
AND ITS LICENSORS, WHO EXPRESSLY DISCLAIM ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND
ACCOMPANYING WRITTEN MATERIALS. 1.11 Term and Termination.
This Agreement is effective for the term of the license grant
unless sooner terminated, either through mutual agreement by
the parties or by Licensee’s material breach of the
Agreement; provided, however, Licensee shall have ten (10)
days from written notice to cure any such breach if curable.
Upon any termination Licensee must immediately destroy the
Software and all accompanying written materials and all copies
thereof (including copies stored in computer memory) and shall
so certify to Master Informatix Systems Inc. in writing. 1.12 General. This
Agreement will be construed under the laws of the State of
California, except for that body of law dealing with conflicts
of law and the U.N. Convention of Contracts for the Sale of
International Goods, which shall not apply. In the event there
is a dispute concerning the subject matter of this Agreement,
the proper venue shall be the County of Orange, State of
California, United States of America. Each party hereby waives
opposition to jurisdiction in such court. Service of process
can be done in accordance with the governing law of the
Agreement. Performance of any obligation required by a party
hereunder may be waived only by a written waiver signed by the
other party, which waiver shall be effective only with respect
to the specific obligation described therein. If any provision
of this Agreement shall be held by a court of competent
jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining
provisions of this Agreement will remain in full force and
effect. SECTION 2. TRIAL EVALUATION
TERMS AND CONDITIONS. The provisions of this Section
2 shall apply to Software downloaded for temporary and/or
trial use. 2.1 License. Subject to
the terms and conditions of this Agreement, the Software is
licensed, not sold to Licensee by Master Informatix Systems Inc.
for an evaluation period of seven (7) days from the download
date ("Evaluation Period"). (a) Licensee may use the
Software for its own internal evaluation and for no other
purpose. (b) Licensee’s opportunity
for a free evaluation of the Software is limited to one
Evaluation Period per release of the Software. (c) There is no fee for
Licensee’s use of the Software in accordance with this
Agreement during the Evaluation Period, however, Licensee is
responsible for any applicable shipping charges or taxes which
may be incurred under this Agreement, and any fees which may
be associated with usage beyond the scope permitted herein. (d) Licensee acknowledges that
it is downloading the Software with the intent to purchase a
perpetual license to use the Software upon completion of a
successful evaluation of such. A Master Informatix Systems Inc.
sales representative may contact Licensee after the download
to discuss Licensee’s purchase of a perpetual license. 2.2 “AS-IS” Warranty.
Master Informatix Systems Inc. warrants that it or its licensors
retain(s) all intellectual property rights in the Software and
any accompanying written materials provided by Master Informatix Systems Inc.,
including but not limited to copyright, and that it has the
legal right to grant Licensee the License granted under this
Agreement. LICENSEE AND Master Informatix Systems Inc. AGREE
THAT THE SOFTWARE IS PROVIDED “AS IS” AND UNSUPPORTED, AND
THAT Master Informatix Systems Inc. MAKES NO WARRANTY AS TO THE
SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. SECTION 3. “FULL”
LICENSE TERMS AND CONDITIONS. The provisions of this Section
3 shall apply to Software licensed with no time limits. 3.1 LICENSE. Subject to
the terms and conditions of this Agreement and upon
Licensee’s full payment of the applicable fees, the Software
shall be licensed, not sold, to Licensee by Master Informatix Systems Inc..
The “License” granted hereunder shall be perpetual,
non-exclusive, and non-sublicensable, and is defined as
Licensee’s right to: (a) For the number of copies
licensed, Licensee may Use one (1) copy of the Software.
“Use” shall mean Licensee may install, use, access, run,
or otherwise interact with the Software in accordance with the
applicable documentation and the license grant specified by Master Informatix Systems Inc..
The Software may not be installed, accessed, displayed, run,
shared, or used concurrently on or from different computers,
including a workstation, terminal, or other digital electronic
devise. (b) For the number of copies
licensed, Licensee may make one copy (in machine-readable form
only) of each copy of the Software licensed hereunder solely
for backup or disaster recovery purposes. However, Licensee
must reproduce each such copy without modification, including
all copyright and other proprietary notices that are on the
original copy. 3.2 Maintenance. During
any Maintenance Period and for the applicable fees, Master Informatix Systems Inc.
shall provide the maintenance services as listed in this
Paragraph 3.2. However, for some Software dial-in access to
Licensee’s system may be necessary in order for Master Informatix Systems Inc.
to perform some maintenance services. “Maintenance Period”
shall be defined as the one (1) year period beginning on the
date of the first invoice for the Software or from the
conclusion of any previous Maintenance Period, provided
Licensee is current on all fees due. Maintenance fees shall be
subject to an annual billing cycle. Either party may elect not
to renew maintenance services by terminating maintenance in
writing, in which case Master Informatix Systems Inc. will no
longer be responsible for providing maintenance. Payment of
any and all past maintenance fees, plus a re-instatement fee
of 25% of the annual maintenance fee, shall be required before
maintenance will be reinstated after it has lapsed.
Maintenance services shall consist of the following:
3.3 Limited Warranty. Master Informatix Systems Inc.
warrants that it or its licensors retain(s) all intellectual
property rights in the Software and any accompanying written
materials provided by Master Informatix Systems Inc., including
but not limited to copyright, and that it has the legal right
to grant Licensee the License granted under this Agreement. Master Informatix Systems Inc.
also warrants for a period of thirty (30) days from the
delivery date of the Software that (i) the media provided by Master Informatix Systems Inc.,
if any, on which the Software is recorded will be free from
material defects in materials and workmanship under normal
use, and (ii) the operation of the Software, as provided by Master Informatix Systems Inc.,
will substantially conform to Master Informatix Systems Inc.’s
published documentation for the Software. In the event
Licensee notifies Master Informatix Systems Inc. during the
warranty period that the Software does not meet these
standards, Master Informatix Systems Inc. shall, at its sole
option and expense, either replace the media, refund the
purchase price, or repair or replace the Software as
Licensee’s sole and exclusive remedy. THIS LIMITED WARRANTY IS THE
ONLY WARRANTY PROVIDED BY Master Informatix Systems Inc. WITH
RESPECT TO THE SOFTWARE LICENSED UNDER THIS SECTION 3, AND Master Informatix Systems Inc.
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Page last updated: 04/21/2003 DbClone is a product of Master Informatix Systems Inc. | 22484 Glenn Drive Suite 105 | Sterling, VA 20164 Phone: 703.810.8800 | Fax: 703.810.8802 Domestic Sales Offices | International Sales Offices For questions or comments on this site: info@dbclone.com Our Privacy Statement Copyright © 2001 DbClone
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