PB Software License Agreement

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS
PACKAGE. OPENING THIS PACKAGE CERTIFIES YOUR ACCEPTANCE IF THESE TERMS AND COND
ITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE PACKAGE UN
OPENED ALONG WITH ANY OTHER ITEM THAT WAS INCLUDED FOR FULL CREDIT.
You, as the Customer, agree as follows:
1. Definitions
"Application Software" shall mean those portions of the Licensed Software, in ob
ject code form only, created by PB Software.
"Computer" shall mean one (1) computer device, upon which the Customer shall run
the Licensed Software.
"Licensed Software" shall mean the Licensed Software plus any other software, in
object code form only, supplied by PB Software. The Licensed Software may inclu
de third party software.
2. License
2.1 Except as provided for in section 2.2, You are only granted a non-transf
erable, non-exclusive, license to use one (1) copy of the Licensed Software on a
single Computer. You may also store or install a copy of the Licensed Software
on a storage device, such as a network service, for the sole use of operating th
e Licensed Software over an internal network; however You must acquire and dedic
ate a license for each separate Computer on or from which the Licensed Software
is installed, used accessed, displayed or run. License for the Licensed Software
may not be shared or used concurrently. No other copies may be made unless auth
orized in writing by PB Software. Notwithstanding the foregoing, any number of C
omputers may access or otherwise utilize the file and print services and peer we
b services for the Licensed Software. You may not revise compile, reverse engine
er or disassemble the Licensed Software. The Licensed Software, comprising propr
ietary trade secret information of PB Software and/or its licensors, shall be he
ld in confidence by Customer and protected from disclosure to third parties. No
title to the intellectual property is transferred. You must reproduce and inclu
de all applicable copyright notices on any copy.
2.2 If you are an authorized PB distributor or an Original Equipment Manufacture
r who incorporates the Licensed Software into your equipment for sale to an end
user, you may transfer the Licensed Software to an end user provided that the en
d user agrees to be bound by the provisions of this Agreement.
2.3 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF YOU TRANSFER POSSESSION OF ANY
COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF PB SOF
TWARE, YOUR LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to subli
cense, assign or transfer ; any of the right, duties or obligations hereunder is
void.
3.0 Title
3.1 This Agreement grants You no title or right to ownership of the Licensed Sof
tware. Customer's license to use the Licensed Software may not be assigned, lice
nsed, pledged, or otherwise transferred or encumbered without the prior written
consent of PB Software.
4.0 WARRANTY
THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND ANY EXPRESSED OR IMPLIED WARRANTIE
S, INCLUDING BUT NOT LIMITED TO , THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.
5.0 Limitation of Liability
5.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT, (INCLUDING NEG
LIGENCE) OR SHALL PB SOFTWARE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SP
ECIAL , EXEMPLARY, CONSEQUENTIAL OR PENAL DAMAGES INCLUDED BUT NOT LIMITED TO L
OSS OF PROFIT OR REVENUES, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THER
EOF, OR ANY ASSOCIATED EQUIPMENT, OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL,
COST OF SUBSTITUTE PRODUCTS, FACILITATED, SERVICE OR REPLACEMENT POWER, DOWN TI
ME COSTS OR CLAIMS OF YOUR CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF PB
SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
5.2 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, TORT (IN
CLUDING NEGLIGENCE) OR OTHERWISE SHALL PB SOFTWARE'S LIABILITY TO YOU FOR ANY LO
SS OR DAMAGE ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR FROM ITS PERFORM
ANCE OR BREACH OR FROM ANY SERVICE FURNISHED HEREUNDER EXCEED THE QUOTED CHARGES
FOR THE LICENSED SOFTWARE. ANY SUCH LIABILITY SHALL TERMINATE ONE (1) YEAR FROM
THE DATE OF SHIPMENT OF THE LICENSED SOFTWARE.
5.3 If PB Software furnishes You with advice or other assistance which concerns
the Licensed Software or any portion thereof supplied hereunder or any system or
equipment on which any such Licensed Software may be installed and which is not
required pursuant to this Agreement, the furnishing of such advice or assistanc
e will not subject PB Software to any liability, whether in contract, warranty,
tort, (including negligence) or otherwise.
5.4 The products to be licensed or sold hereunder are not intended for use in an
y nuclear, chemical, or weapons production facility or activity, or other activi
ty where failure of the product could lead directly to death, personal injury or
severe physical or environmental damage. If so used, PB Software disclaims all
liability for any damages arising as a result of the hazardous nature of the bu
siness in question, including but not limited to nuclear, chemical, or environme
ntal damaged, injury or contamination, and You shall indemnify, hold harmless an
d defend PB Software, its officers, directors, employees and agents against all
such liability, whether based on contract, warranty, tort (including negligence)
, or any other legal theory, regardless of whether PB Software had knowledge of
the possibility of such damages.
6.0 Term and Termination
6.1 You may terminate the license the license granted hereunder at any time by d
estroying the Licensed Software together with all copies thereof and notifying P
B Software in writing that all use of the Licensed Software has ceased and that
same has been destroyed.
6.2 PB Software may terminate this Agreement or any license hereunder if You fai
l to perform any obligation or undertaking to be performed by it under this Agre
ement or if Customer attempts to assign this Agreement without the prior written
consent of PB Software. Within twenty (20) days after termination of this Agree
ment, Customer shall certify in writing to PB Software that all use of the Licen
sed Software has ceased, and that same has been returned or destroyed.
6.3 Sections 4, 5 and 6 of this Agreement shall survive any expiration or termin
ation and remain in effect. Termination of this Agreement or any license hereun
der shall not relieve You of any obligation to pay any and all outstanding char
ges hereunder nor entitle You to any refund of such charges previously paid.
6.0 Export
6.1 You agree not to export or re-export the Licensed Software to any country,
person, entity or end user subject to U.S. export restrictions. You specificall
y agree not to export or re-export the Licensed Software: (a) to any country, to
which the U.S. has embargoed or restricted the export of goods or services, whi
ch currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya
, North Korea, Sudan and Syria, or to any national of any such country, wherever
located, who intends to transmit or transport the products back to such country
, (b) to any end-user who You know or have reason to know will utilize the Licen
sed Software or portion thereof in the design, development or production of nucl
ear, chemical or biological weapons, or (c) to any end-user who has been prohibi
ted from participating to U.S. export transaction by any federal agency to the U
.S. government.
7.0 Payment
7.1 You will pay the license fees in full within thirty days from the shipment
of the Licensed Software.