 |
|||
|
License Agreement |
  |
|
TOPS Software License AgreementThe below agreement applies to all of our software products including TOPS v3.2.1™, TOPS On-Site™, and TOPS MaintCo™. Services such as TOPS Internet Backup Service, TOPS Interactive Web Sites, and the Technical Support Maintenance Program are provided under a seperate agreement. ©Copyright 2005 TOPS Software, LLC All rights reserved. Printed in the United States of America. NOTICE TOPS Software, LLC (“Licensor”) licenses the accompanying
software to you only upon the condition that you (the “Licensee”)
accept all of the terms contained in this LICENSE AGREEMENT. Please
read the terms carefully before continuing installation, as checking
the "I Understand and accept the terms of this agreement"
checkbox will indicate your assent to said terms. If you do not
agree to these terms, please check the "I do not accept the
terms of this agreement" checkbox to exit the installation
as TOPS Software, LLC is unwilling to license the software to you,
in which event, you should return the full product within thirty
(30) days of purchase for a refund of the software purchase price
(less shipping and handling, data conversion, and phone orientation/training
costs already provided to you). PURCHASE AGREEMENT Licensee hereby purchases from Licensor all of the equipment,
software and other items listed on the Order Form(s) exchanged by
Licensor and Licensee via email and/or fax. This License Agreement
only applies, where appropriate, to said items listed on said Order
Form(s) and all derivative uses of said items. DEFINITIONS“Source Code” shall mean and refer to the actual software programs in their native programming language, which can be read by and is understandable to human programmers. “Object Code” shall mean and refer to all computer executable code derived from said Source Code or supplied by TOPS Software, LLC The “Software” includes Object Code programs and all information contained in the “User Manual(s)” furnished, as well as any subsequent corrections or updates, which Licensor may provide later. No Source Code is included under this Agreement. The term “Software,” as used hereinafter, shall refer to the whole as well as to any portions of such licensed materials, and also to any copies made of such materials. “Workstation” is defined as one user working on one computer at one time. “Work Station Key” means a valid key which is required for each user login in order to access the software. “User Login” means a person, remote user, computer
terminal or any entity accessing the software whether by direct
network connection, by Internet, or by communication software of
any kind. COPYRIGHTThe software that is the subject of this LICENSE AGREEMENT is owned by TOPS Software, LLC and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g. a book or musical recording). No part of this document may be copied, photocopied, reproduced, transmitted, translated, or reduced to any electronic medium or machine readable form by any means, electronic or mechanical, for any purpose other than the purchaser's use, without the express written permission of TOPS Software, LLC. Information in this document is subject to change without notice and does not represent a commitment on the part of TOPS Software, LLC. The software described in this document is furnished under this LICENSE AGREEMENT. The software may be used or copied only in accordance with the terms of this LICENSE AGREEMENT. It is against the law to copy the software on any medium except as specifically allowed in this LICENSE AGREEMENT. TOPS On-Site™ and TOPS v3.2.1™ are the trademarks of TOPS Software, LLC. All copyrights pertaining to TOPS On-Site™ and TOPS v3.2.1™ remain with TOPS Software, LLC. None of these trademarks or copyrights may be duplicated or used without the express written consent of TOPS Software, LLC. LICENSE AGREEMENT The software program(s) which accompanies this LICENSE AGREEMENT
(the "SOFTWARE") is the property of TOPS Software, LLC
and is protected by copyright law. While TOPS Software, LLC continues
to own the SOFTWARE, you will have certain rights to use the SOFTWARE
after your acceptance of this LICENSE AGREEMENT. Except as may be
modified by a license addendum which accompanies this LICENSE AGREEMENT,
your rights and obligations with respect to the use of this SOFTWARE
are as follows: YOU MAY:[i] use (1) one copy of the SOFTWARE on a single terminal connected to a single computer (i.e., with a single CPU). To use the SOFTWARE on more than one separate (not networked) computer, you must purchase additional copies of the SOFTWARE; [ii] make one copy of the SOFTWARE for archival purposes, or copy the SOFTWARE onto the hard disk of your computer and retain the original for archival purposes; or [iii] use the SOFTWARE on a network, provided that (a) you have
a licensed copy of the SOFTWARE for each computer terminal where
the SOFTWARE will be used; (b) you have a work station key for each
computer that can access the SOFTWARE over that network; or (c)
you have a valid work station key for each user login. YOU MAY NOT:[i] sublicense, rent or lease any portion of the SOFTWARE; [ii] reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the SOFTWARE, or create derivative works from the SOFTWARE; [iii] transfer or assign (“Transfer”) the SOFTWARE and its accompanying written materials without the prior written consent of TOPS Software, LLC, which consent will not be unreasonably withheld. You are required to notify TOPS Software, LLC, in writing, of the name, address, and serial number of the licensed software for which you are requesting a Transfer, and the name and address of the party to whom you wish to Transfer the SOFTWARE. You must receive written consent from TOPS Software, LLC before Transferring the SOFTWARE to such recipient. A license transfer fee may be charged for the transfer of the SOFTWARE. Transfer of the SOFTWARE terminates your license. If transferred, you may not retain any copies of the SOFTWARE, and the recipient agrees to be bound by the terms of this LICENSE AGREEMENT; or [iv] place, or have placed, the SOFTWARE on any electronic bulletin
board or other form of online service. LIMITED WARRANTY Purchaser understands and agrees that: [ii] TOPS Software, LLC does not warrant that the operation of the SOFTWARE will be uninterrupted or error free, or that the functions or performance of the SOFTWARE will meet purchaser's requirements; and [iii] TOPS Software, LLC is not responsible for determining whether
the SOFTWARE is suitable for purchaser's purposes, or whether it
will achieve purchaser's intended results. PURCHASER REMEDIESYou may return the SOFTWARE for a full refund within thirty (30) days from the purchase date. You must also execute and comply with a “Termination of License Agreement” on a form submitted by Licensor by which Licensee will agree to immediately discontinue all use of the SOFTWARE and return all copies of the SOFTWARE to Licensor. All fees paid for “Installation and Training,” “Phone Orientation,” “Custom Programming”, “Setup” and/or any travel expenses incurred on behalf of the Licensee are non-refundable. Thereafter, returns and refunds shall be at the sole discretion of TOPS Software, LLC. If you report a significant defect, in writing, TOPS Software,
LLC shall repair the defect and provide a copy of the repaired program(s)
to you at no additional charge. A significant defect is defined
as a malfunction of the SOFTWARE caused by an error in the SOFTWARE
programming in which the designed operation does not conform with
the software documentation and/or operating manual and/or the results
achieved through application of the SOFTWARE do not conform with
the advertised product results. This remedy shall not be available
if the failure of the SOFTWARE is the result of accident, abuse,
misapplication, computer equipment problems, operating system conflicts,
conflicts with other software applications, or other such external
cause. SELLER REMEDIES The purchaser and/or user of the SOFTWARE acknowledges and accepts
that the SOFTWARE that is the subject of this LICENSE AGREEMENT
is of a unique and special nature and value. As such, the purchaser
and/or user acknowledges that any breach of any of the provisions
of this LICENSE AGREEMENT will cause TOPS Software, LLC to suffer
immediate, substantial, and irreparable harm and that monetary damages
will be inadequate compensation for such breach. Accordingly, the
purchaser and/or user agrees that in the event of a breach or threatened
breach of any of the provisions of this LICENSE AGREEMENT by the
purchaser and/or user, TOPS Software, LLC shall be entitled to ex-parte,
temporary, and/or permanent injunctive relief to prevent such breach
without the need of a bond or a showing of actual damages. Such
injunctive relief shall be in addition to any and all other rights
and remedies that TOPS Software, LLC may be entitled to at law or
in equity or otherwise. In the event of any such breach, TOPS Software,
LLC shall be entitled to an award of reasonable attorneys’
fees, and all costs and expenses incurred with respect to enforcement
of the provisions of this LICENSE AGREEMENT. DISCLAIMER OF DAMAGESIn no event will TOPS Software, LLC be liable to you for any special, incidental, consequential, direct, indirect or similar damages, including any lost data, lost profits or lost savings arising out of or in connection with the use, inability to use, performance or lack thereof, of the SOFTWARE. Likewise, TOPS Software, LLC shall not be liable for any claim or demand related to the SOFTWARE made against the purchaser by any other party. Notwithstanding the above limitation of liability, in no event
shall TOPS Software, LLC be liable to the purchaser for any amount
in excess of the total purchase price paid for the SOFTWARE. The
disclaimers and limitations set forth above apply regardless of
whether you accept or reject this LICENSE AGREEMENT and the SOFTWARE. MODULAR SOFTWARETOPS v3.2.1™ is sold in separate modules, each of which are available for purchase. Each module is compatible with the others and may be used together as one SOFTWARE package but must be purchased separately. These separately sold modules include:
SPECIAL TERMS AND AGREEMENTSNo training is included in the purchase price. Training is available from several third parties at additional costs arranged for and paid directly between Licensee and the third-party trainer. TOPS Software, LLC cannot warrant the effectiveness of any training. Work Station License(s) are non-refundable except pursuant to a cancellation under the first paragraph of the Section entitled “PURCHASER REMEDIES.” For your convenience, TOPS Software, LLC may make available as
part of the services or in its software products: releases to the
latest version of a software, features, tools, and utilities for
use and/or download. TOPS Software does not make any assurances
with regard to the accuracy of the results or output that derives
from use of any such features, tools and utilities that may be dependent
on the use of latest version of TOPS Software if the end user elects
not to upgrade. DEMO VERSION The SOFTWARE is shipped with the automatic capability to use it
as a free thirty (30) day demo. After the thirty (30) day demo period
has expired, the SOFTWARE will cease to operate on each computer
on which it is installed. To remove this demo restriction, the Licensee
must pay the purchase price of the SOFTWARE to receive a "Work
Station key," which, when installed, will remove the demo restriction.
As stated in the "DISCLAIMER OF DAMAGES" provision above,
TOPS Software, LLC is not responsible for any damages caused by
the inaccessibility of the programs or data caused by the demo restrictions
or failure to obtain a working "Work Station key". OPERATING SYSTEM Purchaser understands that installation and use of the SOFTWARE
requires a properly configured computer system with adequate memory
and hard drive space to meet the minimum system specifications recommended
by TOPS Software, LLC which also include a working CD-ROM drive
and a 32-bit Windows® operating system (Windows 2000® or
higher). TOPS Software, LLC is not responsible hereunder for supplying
any computer hardware, operating system or programming language
in order for the purchaser to install or use the SOFTWARE other
than the TOPS v3.2.1™ SOFTWARE itself, which is shipped on CD-ROM
drive media. DISPUTES Any disputes concerning the validity, interpretation or performance
of any of the terms or provisions of this LICENSE AGREEMENT, the
performance of the SOFTWARE or any rights or obligations of the
parties hereto shall be resolved in Montgomery County, Maryland
in accordance with the laws of the State of Maryland without regard
to its conflicts of laws rules. Should any provisions of this LICENSE
AGREEMENT be found to be invalid by any court of competent jurisdiction,
the remainder of this LICENSE AGREEMENT shall nonetheless remain
in full force and effect. SUPPORT Licensor shall provide telephone advice and consultation to a
new Licensee for a period of thirty (30) days after purchase and
receipt of the Software. Thereafter, support is available at an
additional cost at the current rate specified in the "End User
Price List" which is published at least once a year. Support
is provided to assist Licensee with questions and problems with
the operation of the Software only. No support for computer hardware,
network or operating system problems is offered or provided by Licensor.
A separate Support Agreement will be provided if Licensee desires
to have continuous support. GENERALThis LICENSE AGREEMENT will be governed by the laws of the State of Maryland. This LICENSE AGREEMENT may only be modified by a license addendum which accompanies this license or by a written document which has been signed by both the purchaser and an authorized representative of TOPS Software, LLC. Should you have any questions concerning this LICENSE AGREEMENT, or if you desire to contact TOPS Software, LLC for any reason, please write to: TOPS Software, LLC This LICENSE AGREEMENT replaces in its entirety any previous LICENSE
AGREEMENT between the Licensor and Licensee. The terms and conditions
of this LICENSE AGREEMENT shall control in any conflict or dispute
with a previous LICENSE AGREEMENT. |
|||
Copyright © 2000-2008 TOPS Software, LLC, ALL RIGHTS RESERVED.
|
|||