Below is the text of
the PTWin32 License Agreement. If you have any questions about this
document or any other aspect of PTWin32 or Black Bear Systems, Inc. feel
free to contact us for the answer.
PTWin32
License Agreement
READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THE PROGRAM MEDIA, THE DESIGNATED COMPUTER SOFTWARE THEREIN, AND THE ACCOMPANYING USER'S MANUAL (COLLECTIVELY, THE "PRODUCT"). THE PRODUCT IS COPYRIGHTED AND LICENSED (NOT SOLD). BY INSTALLING THE PRODUCT, YOU, THE LICENSED JURISDICTION, ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD PROMPTLY RETURN THE PRODUCT, WITHOUT ALTERATION OF ANY OF ITS COMPONENTS, AND YOU WILL RECEIVE A REFUND OF YOUR MONEY (IN ACCORDANCE WITH SECTION 11 BELOW, "RETURN POLICY"). YOU MAY NOT INSTALL OR USE THE PRODUCT WITHOUT AGREEING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. TOGETHER WITH THE INVOICE AND/OR QUOTE PROVIDED BY BLACK BEAR SYSTEMS, INC. (REFERRED TO AS "LICENSOR") IN CONJUNCTION WITH YOUR ORDER, THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PRODUCT BETWEEN YOU AND LICENSOR, AND SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.
1. License Grant. Licensor hereby grants to you, the licensed governmental entity (the "Licensed Jurisdiction" or "you," for example, the City of Black Bear), and you accept, a nonexclusive license to use the Program Media and only those computer programs contained therein that have been designated in your invoice, quote, or other document supplied by Licensor, in machine-readable, object code form only (collectively referred to as the "Software"), and the accompanying User's Manual, only as authorized in this License Agreement. You may store the Software's machine-readable instructions or data, transmit them through, and display them on machines connected to your network servers, including portable computers and stand-alone machines that are performing the work of the Licensed Jurisdiction via your network servers, provided however, that (i) no more than the number of users specified in your invoice shall be entitled to use and operate the Software concurrently (i.e., at the same time), and (ii) for purposes of determining the number of users at any given time, each user will be deemed a concurrent user at such time as s/he is using the Software without regard to that user's location. The Software shall not be used to track, store, or otherwise process or memorialize any other governmental entity's data, with the sole exception of importing the Licensed Jurisdiction's Parcel and Owner information from any source available to the Licensed Jurisdiction, even if that source contains another governmental entity's data. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. You agree that you may not reverse assemble, reverse compile, or otherwise translate the Software.
Upon loading the Software into your computer, you may retain the Program Media for backup purposes. In addition, for each copy of the Software licensed to you, you may make one copy of the Software on a second set of media for the purpose of backup in the event the Program Media are damaged or destroyed. You may make one copy of the User's Manual for backup purposes. Any such copies of the Software or the User's Manual shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Product or any portions thereof may be made by you or any person under your authority or control.
2. Licensor's Rights. You acknowledge and agree that the Software and the User's Manual are proprietary products of Licensor protected under U.S. copyright law. You further acknowledge and agree that all right, title, and interest in and to the Product, including associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this License Agreement.
3. License Fees. The license fees paid by you are paid in consideration of the licenses granted under this License Agreement.
4. Term. This License Agreement is effective upon your installation of the Product and shall continue until terminated. You may terminate this License Agreement at any time by returning the Product and all copies thereof and extracts therefrom to Licensor. Licensor may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by Licensor, you agree to return to Licensor the Product and all copies and portions thereof, including the User's Manual, and to destroy all digital copies of the Software in your possession.
5. LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES. Licensor warrants, for your benefit alone, for a period of 90 days from the date of commencement of this License Agreement (referred to as the "Warranty Period") that the Program Media in which the Software is contained are free from defects in materials and workmanship. Licensor further warrants, for your benefit alone, that during the Warranty Period the Software shall operate substantially in accordance with the functional specifications in the User's Manual. If during the Warranty Period, a material defect in the Software appears, you may return the Product to Licensor for either replacement or, if so elected by Licensor, refund of amounts paid by you under this License Agreement. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PRODUCT, AND THE SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING OR OF PERFORMANCE, CUSTOM OR USAGE OF TRADE.
6. LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. LICENSOR'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE PRODUCT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE OR BUSINESS) RELATED TO THE SOFTWARE, THIS AGREEMENT OR TERMINATION OF THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY, INCLUDING BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY.
7. LIMITATIONS ON REMEDIES. THE LIMITATIONS ON AND EXCLUSIONS OF DAMAGES CONTAINED IN THE PARAGRAPHS ABOVE SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8. Governing Law and Jurisdiction. This License Agreement shall be construed and governed in accordance with the laws of the State of Washington, excluding its conflict of laws rules, and both parties consent to exclusive jurisdiction by the state and federal courts sitting in the State of Washington and waive all defenses of lack of personal jurisdiction and forum non conveniens.
9. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
10. No Waiver; Severability. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
11. Return Policy. Black Bear Systems, Inc. wants you to be happy with your purchase. If you're not, for whatever reason, you may return PTWin32 by following these simple rules: 1) PTWin32 must be returned within 30 days of the invoice date. No amounts will be refunded after 30 days; 2) PTWin32 must be returned in original, resalable condition. This means that all Program Media and User's manuals must be returned with no markings whatsoever; 3) You must contact our customer service department for a Returned Merchandise Authorization ("RMA") number before returning the product. If you return the product without an RMA number, you will not be credited for the return. 4) Within four weeks after receipt of the product we will issue a full refund for the Product cost only (i.e., no refunds for shipping and handling fee).
Black Bear Systems, Inc. is not responsible for misdirected, lost, or damaged mail. Black Bear Systems, Inc. will not accept any return more than 30 days after the date of purchase for any reason.
12. Upgrades, Maintenance Releases, and Software Modifications.
a. From time to time, Licensor may (i) make available to you certain upgrades to the Software, which you may obtain after paying the applicable upgrade license fee ("Upgrades"), or (ii) offer certain maintenance releases to correct bugs, which you may obtain on request at no charge at Licensor's discretion ("Maintenance Releases"). Each Upgrade and Maintenance Release will be subject to the version of Licensor's license agreement provided with that Upgrade or Maintenance Release, which may differ from this License Agreement. By installing an Upgrade or Maintenance Release, you agree to and accept the terms of that applicable license agreement, which will supersede this License Agreement.
b. From time to time, you may ask Licensor to modify the Software based on your custom specifications ("Modifications"). In response to your request, Licensor may provide you with a written Software Customization Quote ("Quote"). Once you authorize Licensor to develop a Modification, the Software as modified will be subject to the then-current version of Licensor's license agreement, provided, however, that certain sections thereof may be specifically excluded as provided in the Quote ("Modified License Agreement").
c. Except as provided in subsections (a) and (b) of this Section 12, no change or modification to this License Agreement will be valid unless it is in writing and is signed by both parties.
13. Statute of Limitations. No lawsuit or other action relating to this License Agreement, regardless of the form or nature of the cause of action, may be brought by either party more than one year after the cause of action accrues.
If you have any questions concerning the terms of this agreement, please write, fax, call or e-mail:
Black Bear Systems, Inc.
Post Office Box 280
Chimacum, Washington 98325
(360) 379-9750 Fax (360) 379-9751
Email: info@blackbearsystems.com
Web: www.blackbearsystems.com
ver 04/2004
