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LICENSE AGREEMENT                   ---.oOo---)(---    LICENSE AGREEMENT ---.oOo---)(---  

 

NOTICE: THIS SOFTWARE IS LICENSED TO YOU SUBJECT TO THE TERMS AND CONDITIONS OF THE FOLLOWING LEGALLY BINDING LICENSE AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY EXERCISING THIS OPTION YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT SO AGREE YOU SHOULD DISCONTINUE USE OF THE SOFTWARE.

 

Micro Technology Services, Inc.

SOFTWARE LICENSE AGREEMENT

1 OWNERSHIP AND LICENSE GRANT

1.1 Micro Technology Services, Inc. ("Licensor") retains ownership of the software ("the Software") including without limitation all copyright and other intellectual property rights, anywhere in the world.

1.2 You recognize that a properly installed and maintained system may only reduce the risk of events such as burglary, robbery, personal injury, and fire. It does not ensure or guarantee that there will be no death, personal damage and/or damage to property as a result. Micro Technology Services Inc. does not claim that the product may not be compromised and/or circumvented, or that the product will prevent any death, personal and/or bodily injury and/or damage to property resulting from burglary, robbery, fire or otherwise, or that the product will in all cases provide adequate warning or protection. Micro Technology Services Inc. shall have no liability for any death, injury, or damage, however incurred, based on a claim that Micro Technology Services Inc. products failed to function. However, if Micro Technology Services Inc. is held liable, directly or indirectly, for any loss or damage arising under this limited warranty or otherwise, regardless of cause or origin, Micro Technology Services Inc. maximum liability will not in any case exceed the purchase price of the product, which will be fixed as liquidated damages and not as a penalty, and will be the complete and exclusive remedy against Micro Technology Services Inc.

1.3 This license is personal to you, and you may not sub-license, rent, lend or lease the Software to anyone else.

1.4 You acknowledge that in order for the Software to operate and perform, the Licensor's server has to be able to track all messages and a tracking device is comprised within the Software.

1.5 You agree that, subject to providing evidence to the contrary, the records of the Licensor's server shall be deemed to be an accurate record of messages placed using the Software. Notwithstanding the foregoing if a transaction is not recorded by the server for any reason, save as otherwise expressly set out herein, THE LICENSOR SHALL HAVE NO LIABILITY TO YOU.

1.6 The Licensor shall provide support services in relation to the use and operation of the Software as advertised and on the terms and conditions set out on the Licensor's website from time to time.

2 FEES

2.1 In consideration of the grant of this License you agree to pay to the Licensor per system for goods or services placed upon you or your customers using the Software within 30 days of invoice therefore from Licensor, notwithstanding that any such order is subsequently withdrawn, not completed or failure to pay you for the goods or services supplied.

2.2 The Licensor shall be entitled to increase the price payable under Clause 2.1 above after one year or during the period of this License Agreement provided that no more than one increase shall be made in any period of 12 months and the Licensor shall give you not less than one months' notice of any such increase taking effect.

2.3 You agree that the Licensor may suspend the operation of the Software and the processing of goods or services if you fail to pay any sum due on its due date for payment, provided that the Licensor shall first give you not less than 7 days' notice in writing of its intention to suspend the operation of the Software IF YOU FAIL TO PAY THE FEES AS SET OUT ABOVE THE LICENSOR SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE 4 BELOW.

3 WARRANTY AND LIMITATION

3.1 If you discover a material error in the Software which substantially affects your use of the Software and you notify the Licensor of such error within 90 days from the date on which you use the Software, your sole and exclusive remedies will be to cease to use it or to use a further copy of the Software which shall be subject to the terms and conditions set out herein.

3.2 This warranty is exclusive and expressly in lieu of all other warranties, obligations or liabilities, whether written, oral, expressed or implied, including any warranty of merchantability or fitness for a particular purpose. Licensor will not be liable for any consequential or incidental damages for breach of this warranty or any other warranties.

3.3 TO THE EXTENT PERMITTED BY LAW, LICENSOR EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS NOT EXPRESSLY STATED IN THIS AGREEMENT INCLUDING THE CONDITIONS IMPLIED BY LAW OF SATISFACTORY QUALITY AND FITNESS FOR PURPOSES.

4 CONFIDENTIAL INFORMATION

4.1 All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to you relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Agreement and that it shall not at any time during or after expiry or termination of this Agreement, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent.

4.2 Subject only to the specific, limited provisions of Clause 5.1 above, you further agree that you shall not yourself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall you sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for yourself based on any confidential information supplied to you by the Licensor.

4.3 The foregoing provisions shall not prevent the disclosure or use by you of any information, which is or hereafter becomes, through no fault of the Licensor, public knowledge or, to the extent permitted by law.

5 FORCE MAJEURE

The Licensor shall be under no liability to you in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of any matter outside the reasonable control of the Licensor, including any power interruptions or failures of or interruptions to any communications equipment, software or hardware.

6 HEADINGS

The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.

7 GENERAL

7.1 This Agreement will be governed by and construed in accordance with the laws of Texas whose courts shall have non-exclusive jurisdiction over all disputes which may arise between us.

7.2 The unenforceability or invalidity of any party of this Agreement will not affect the enforceability or validity of any remaining party.

 

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 in the  SOFTWARE LICENSE AGREEMENT above.

 

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