Licensing Agreement

Licensing Agreement


Licensing Agreement

Licensing Agreement

This is the software license agreement ("Agreement") between P.S. Data Services, Inc. ("P.S. Data Services, Inc.") and you, the individual or single entity end-user of the Software ("Customer") regarding the computer program accompanying this Agreement, including all documentation, other written materials, and media (the "Software"). INSTALLING OR USING THE SOFTWARE INDICATES YOUR CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Before you install the software, or have the software installed, on your computer and/or network, if you do not wish to agree to the terms and conditions of this Agreement, do not have the Software installed.

1. LICENSE

As set forth in this Agreement, Customer may purchase either of the following licenses to the Software: (i) a license for Customer's own personal use, as set forth in Section 1.1 below; or (ii) a multi-user license for a single entity, as set forth in Section 1.2 below.

1.1. Individual License Grant Subject. to the terms and conditions of this Agreement, P.S. Data Services, Inc. hereby grants Customer a non-exclusive, non-transferable right to install and use the object code version of the Software on a single computer solely for the personal use of Customer. Customer may not decompile, disassemble, extract, or otherwise reverse engineer any Software. Customer shall not have the right to obtain or use any source code for the Software. Customer shall not have the right to print, copy, reproduce, distribute, modify, or in any other manner duplicate the Software, in whole or in part, other than for the personal use of Customer. Customer shall be permitted to make reasonable back-up copies of the Software. Customer may not use the Software to operate a service bureau or otherwise rent or lease the Software.

1.2. Single Facility End-User License Grant. Subject to the terms and conditions of this Agreement, P.S. Data Services, Inc. hereby grants Customer a non-exclusive, non-transferable right to install and use the object code version of the Software on 1 computer (at a single facility), or on a file server for use on a network (accessed by a single facility), solely for the internal business purposes of Customer.

2. WARRANTY AND DISCLAIMERS

2.1. THE SOFTWARE IS PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF ITS ACCURACY, COMPLETENESS, OR ADEQUACY FOR ANY PURPOSE. P.S. Data Services, Inc. DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Customer assumes all risk as to selection, quality, installation, results, and performance of the Software. P.S. Data Services, Inc. does not warrant that the Software will meet Customer's requirements, that the operation of the Software will be uninterrupted or error free, or that defects will be corrected.

2.2. With respect to infringement or misappropriation or other claims relating to proprietary or intellectual property rights, Customer's sole and exclusive remedy shall be as provided in Section 5.3 hereof.

2.3. UNDER NO CIRCUMSTANCES SHALL P.S. Data Services, Inc. BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF DEFECTS OR FAILURES OF THE SOFTWARE, BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, EVEN IF P.S. Data Services, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE BUT ARE NOT LIMITED TO: (A) LOSS OF PROFITS; (B) LOSS OF SAVINGS OR REVENUE; (C) LOSS OF USE OF ANY EQUIPMENT; (D) COST OF CAPITAL; (E) COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, OR DOWNTIME; (F) ALL CLAIMS OF THIRD PARTIES; AND (G) DAMAGES OR INJURY TO PROPERTY. THE LIABILITY OF P.S. Data Services, Inc. FOR ANY CLAIM CONCERNING PERFORMANCE OR NONPERFORMANCE BY P.S. Data Services, Inc. PURSUANT TO, OR IN ANY WAY RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT, SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE.

3. PROPRIETARY RIGHTS

3.1. Customer acknowledges that ownership of the Software, including all intellectual property rights therein and all modifications thereof, is and shall remain in P.S. Data Services, Inc.

3.2. Customer agrees to reproduce and include any copyright or other proprietary notices included in the Software on all copies, in whole or in part, of the Software.

3.3. The Software shall be considered confidential in perpetuity. Customer shall not disclose it and shall use it only for the purposes specifically contemplated herein. Customer will hold the Software in confidence and safeguard it from disclosure to third parties, unauthorized reproduction and use and access by third parties.

4. DURATION

This Agreement is effective from the date the Customer receives the Software and shall remain in force until terminated. Customer may terminate this Agreement at any time by destroying all copies of the Software and providing notice thereof to P.S. Data Services, Inc. This Agreement will terminate immediately upon notice from P.S. Data Services, Inc., if Customer fails to comply with the terms of this Agreement. Upon termination, Customer shall immediately destroy all its copies of the Software. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, damages and P.S. Data Services, Inc. proprietary rights shall survive termination of this Agreement.

 

5. INDEMNIFICATION

5.1. As an express condition to the use of the Software, Customer agrees to indemnify and hold P.S. Data Services, Inc. harmless from all claims by third parties arising out of Customer's use of the Software.

5.2. P.S. Data Services, Inc. shall have no liability for any claim of infringement based on use of a superseded or altered release of the Software if such infringement would have been avoided using a current unaltered release previously made available to Customer by P.S. Data Services, Inc.

5.3. In the event that the Software is held to violate the proprietary rights of any third parties, or P.S. Data Services, Inc. reasonably believes such a holding is possible, P.S. Data Services, Inc. shall have the option, at its expense, to: (a) modify the Software to be non-infringing, (b) obtain for Customer a license to continue using the Software, or (c) terminate this license and refund any license fee paid to P.S. Data Services, Inc. for the infringing component of the Software. This Section 5.3 states P.S. Data Services, Inc. entire liability for infringement or other violations of proprietary rights.

6. GENERAL

6.1. This Agreement shall be governed by and construed under the substantive laws of the State of Ohio, United States of America without regard to choose of law provisions and no action involving this Agreement may be brought except in the Circuit Court of Butler county, Ohio or the United States District Court for the Southern District of Ohio, Eastern Division. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affect or impaired thereby.

6.2. The Software may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export, or import the Software as may be required after delivery to Customer.

6.3. If Customer is acquiring the Software on behalf of the U.S. Government, the following provisions apply. If the Software is supplied to the Department of Defence ("DOD"), the Software is subject to "Restricted Rights," as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFAR") in paragraph 252.227-7013(c)(1). If the Software is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in The Software will be as defined in paragraph 52.227-l9(c)(2) of the Federal Acquisition Regulations ("FAR"). Use, duplication, reproduction, or disclosure by the Government is subject to such restrictions or successor provisions.

INSTALLING OR USING THE SOFTWARE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTOOD IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND P.S. Data Services, Inc. RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

 



This is the software license agreement ("Agreement") between P.S. Data Services, Inc. ("P.S. Data Services, Inc.") and you, the individual or single entity end-user of the Software ("Customer") regarding the computer program accompanying this Agreement, including all documentation, other written materials, and media (the "Software"). INSTALLING OR USING THE SOFTWARE INDICATES YOUR CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Before you install the software, or have the software installed, on your computer and/or network, if you do not wish to agree to the terms and conditions of this Agreement, do not have the Software installed.


1. LICENSE


As set forth in this Agreement, Customer may purchase either of the following licenses to the Software: (i) a license for Customer's own personal use, as set forth in Section 1.1 below; or (ii) a multi-user license for a single entity, as set forth in Section 1.2 below.


1.1. Individual License Grant Subject. to the terms and conditions of this Agreement, P.S. Data Services, Inc. hereby grants Customer a non-exclusive, non-transferable right to install and use the object code version of the Software on a single computer solely for the personal use of Customer. Customer may not decompile, disassemble, extract, or otherwise reverse engineer any Software. Customer shall not have the right to obtain or use any source code for the Software. Customer shall not have the right to print, copy, reproduce, distribute, modify, or in any other manner duplicate the Software, in whole or in part, other than for the personal use of Customer. Customer shall be permitted to make reasonable back-up copies of the Software. Customer may not use the Software to operate a service bureau or otherwise rent or lease the Software.


1.2. Single Facility End-User License Grant. Subject to the terms and conditions of this Agreement, P.S. Data Services, Inc. hereby grants Customer a non-exclusive, non-transferable right to install and use the object code version of the Software on 1 computer (at a single facility), or on a file server for use on a network (accessed by a single facility), solely for the internal business purposes of Customer.


2. WARRANTY AND DISCLAIMERS


2.1. THE SOFTWARE IS PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF ITS ACCURACY, COMPLETENESS, OR ADEQUACY FOR ANY PURPOSE. P.S. Data Services, Inc. DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


Customer assumes all risk as to selection, quality, installation, results, and performance of the Software. P.S. Data Services, Inc. does not warrant that the Software will meet Customer's requirements, that the operation of the Software will be uninterrupted or error free, or that defects will be corrected.


2.2. With respect to infringement or misappropriation or other claims relating to proprietary or intellectual property rights, Customer's sole and exclusive remedy shall be as provided in Section 5.3 hereof.


2.3. UNDER NO CIRCUMSTANCES SHALL P.S. Data Services, Inc. BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF DEFECTS OR FAILURES OF THE SOFTWARE, BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY, EVEN IF P.S. Data Services, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE BUT ARE NOT LIMITED TO: (A) LOSS OF PROFITS; (B) LOSS OF SAVINGS OR REVENUE; (C) LOSS OF USE OF ANY EQUIPMENT; (D) COST OF CAPITAL; (E) COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, OR DOWNTIME; (F) ALL CLAIMS OF THIRD PARTIES; AND (G) DAMAGES OR INJURY TO PROPERTY. THE LIABILITY OF P.S. Data Services, Inc. FOR ANY CLAIM CONCERNING PERFORMANCE OR NONPERFORMANCE BY P.S. Data Services, Inc. PURSUANT TO, OR IN ANY WAY RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT, SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SOFTWARE.


3. PROPRIETARY RIGHTS


3.1. Customer acknowledges that ownership of the Software, including all intellectual property rights therein and all modifications thereof, is and shall remain in P.S. Data Services, Inc.


3.2. Customer agrees to reproduce and include any copyright or other proprietary notices included in the Software on all copies, in whole or in part, of the Software.


3.3. The Software shall be considered confidential in perpetuity. Customer shall not disclose it and shall use it only for the purposes specifically contemplated herein. Customer will hold the Software in confidence and safeguard it from disclosure to third parties, unauthorized reproduction and use and access by third parties.


4. DURATION


This Agreement is effective from the date the Customer receives the Software and shall remain in force until terminated. Customer may terminate this Agreement at any time by destroying all copies of the Software and providing notice thereof to P.S. Data Services, Inc. This Agreement will terminate immediately upon notice from P.S. Data Services, Inc., if Customer fails to comply with the terms of this Agreement. Upon termination, Customer shall immediately destroy all its copies of the Software. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, damages and P.S. Data Services, Inc. proprietary rights shall survive termination of this Agreement.


 


5. INDEMNIFICATION


5.1. As an express condition to the use of the Software, Customer agrees to indemnify and hold P.S. Data Services, Inc. harmless from all claims by third parties arising out of Customer's use of the Software.


5.2. P.S. Data Services, Inc. shall have no liability for any claim of infringement based on use of a superseded or altered release of the Software if such infringement would have been avoided by the use of a current unaltered release previously made available to Customer by P.S. Data Services, Inc.


5.3. In the event that the Software is held to violate the proprietary rights of any third parties, or P.S. Data Services, Inc. reasonably believes such a holding is possible, P.S. Data Services, Inc. shall have the option, at its expense, to: (a) modify the Software to be non-infringing, (b) obtain for Customer a license to continue using the Software, or (c) terminate this license and refund any license fee paid to P.S. Data Services, Inc. for the infringing component of the Software. This Section 5.3 states P.S. Data Services, Inc. entire liability for infringement or other violations of proprietary rights.


6. GENERAL


6.1. This Agreement shall be governed by and construed under the substantive laws of the State of Ohio, United States of America without regard to choose of law provisions and no action involving this Agreement may be brought except in the Circuit Court of Butler county, Ohio or the United States District Court for the Southern District of Ohio, Eastern Division. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affect or impaired thereby.


6.2. The Software may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export, or import the Software as may be required after delivery to Customer.


6.3. If Customer is acquiring the Software on behalf of the U.S. Government, the following provisions apply. If the Software is supplied to the Department of Defence ("DOD"), the Software is subject to "Restricted Rights," as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFAR") in paragraph 252.227-7013(c)(1). If the Software is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in The Software will be as defined in paragraph 52.227-l9(c)(2) of the Federal Acquisition Regulations ("FAR"). Use, duplication, reproduction, or disclosure by the Government is subject to such restrictions or successor provisions.


INSTALLING OR USING THE SOFTWARE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTOOD IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND P.S. Data Services, Inc. RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.




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