SOFTWARE LICENSE AGREEMENT
IMPORTANT NOTICE: READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO OPENING THIS CD-ROM PACKAGE.
The enclosed programs, documentation (“the Documentation”) and any hardware are offered by you by Honeywell, for use only on the terms specified in the End User License Agreement (“the Agreement”) below, This offer includes a license authorizing limited use of the enclosed programs and imposes restrictions affecting their use and the use of the related documentation and any hardware.
OPENING THIS CD-ROM PACKAGE for this program or by using this program, you acknowledge that you have received and read this Software License Agreement and that you agree to be bound by its terms and conditions. Should you be unable or unwilling to accept these terms, do not open the CD-ROM package. You may return the unopened package to your point of purchase together with your invoice within thirty (30) days of purchase for a full refund of the purchase price up to, but not exceeding, the product list price published by Honeywell. You should contact Honeywell at the above noted address, or Honeywell’s authorized VAR if you wish to raise any questions regarding the terms of the Agreement below before you open this package.
Honeywell hereby grants to you a paid-up, non-transferable, non-exclusive license to use the enclosed Software (the “Software”) and related Documentation subject to the terms and conditions of this Agreement.
a. SINGLE LICENSE.
You may use the Software on a single computer at a single location at a given time. You may install the Software on up to two computers provided both instances of the Software are not used at the same time.
If the Software is an upgrade to a Honeywell product, you may use that upgraded product only in accordance with this license, except that if the Software is an upgrade to a component of a package of software programs which were licensed to you as a single product, the Software may be used only as part of that single product package, and according to the License Agreement provided earlier with that single product.
You may only make one copy of the Software, and it must be in machine-readable form for backup purposes or to replace defective storage media only; provided that the backup copy must include this Agreement and all copyright or other proprietary notices contained on the original. You agree to retain the Software and all such copies in your possession. You shall not, either directly or indirectly, copy or reproduce the Documentation in any manner or medium.
You may not modify, decompile, reverse engineer or disassemble the Software or otherwise attempt to discover any source code. You may not network, sublicense, lease, provide remote access to, rent, lend, disclose, create derivative works or distribute, the Software or any copies thereof, grant a security interest in, in whole or in part, or otherwise transfer any of your rights under this Agreement. You shall take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no actions prohibited by this section shall occur.
The Agreement is effective until terminated. You may terminate the Agreement at any time by destroying the Software and Documentation together with all copies thereof. Your rights under this Agreement are automatically terminated if you violate any portion of this Agreement. Upon any such termination, you will destroy the Software and Documentation together with all copies thereof. Upon termination, there will be no refund of any monies paid by you except as provided by the 30-day return policy described above.
You acknowledge and agree that the Software and Documentation contains proprietary and confidential information of Honeywell that is protected by applicable intellectual property and other laws. The Software and Documentation, whether on disk, in read only memory, on any other media or in any other form, is licensed, not sold, to you by Honeywell for use only under the terms of this Agreement, and Honeywell reserves all rights not expressly granted to you. You own the media on which the Honeywell Software and Documentation is recorded but Honeywell retains the title, ownership and intellectual property rights in and to the Software and Documentation and all subsequent copies regardless of the form or media. ANY USE OF THE SOFTWARE, EXCEPT AS EXPRESSLY PERMITTED IN THIS LICENSE AGREEMENT IS A SERIOUS VIOLATION THAT MAY SUBJECT YOU TO DAMAGES AND LEGAL FEES.
You shall not, without the prior written consent of Honeywell or as required by law, directly or indirectly, disclose, allow access to, transmit, transfer or make available to any person, for any use whatsoever, any Documentation or Software, other than to a person who is an officer, director or employee of your organization for the purpose of using the Software in accordance with this Agreement.
4. LIMITED WARRANTY.
HONEYWELL WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE IS RECORDED IS FREE FROM DEFECTS (THE CD-ROM THAT THE SOFTWARE IS RECORDED ON) UNDER NORMAL USE FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF ITS ORIGINAL PURCHASE. YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE REPLACEMENT OF THE DEFECTIVE MEDIA WHICH IS RETURNED TO HONEYWELL OR A HONEYWELL AUTHORIZED REPRESENTATIVE WITH A COPY OF THE RECEIPT. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
5. DISCLAIMERS OF WARRANTY.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND DOCUMENTATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND. HONEYWELL AND HONEYWELL"S" LICENSORS (COLLECTIVELY REFERRED TO AS "HONEYWELL" FOR THE PURPOSES OF THIS AND THE FOLLOWING SECTION) HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR NOT CONTAINED HEREIN, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, DURABILITY, QUALITY, PERFORMANCE, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ALL WITH REGARD TO THE SOFTWARE AND DOCUMENTATION. HONEYWELL DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE IS COMPATIBLE WITH YOUR HARDWARE AND/OR SOFTWARE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE DOCUMENTATION IS ACCURATE, RELIABLE OR SUITABLE FOR ANY PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HONEYWELL OR A HONEYWELL AUTHORIZED REPRESENTATIVE SHALL CREATE A CONDITION OR WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
6. YOUR EXCLUSIVE REMEDY AND HONEYWELL’S ENTIRE LIABILITY.
EVEN IF ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE OR IF HONEYWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL HONEYWELL BE LIABLE FOR PROPERTY DAMAGE, PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, OR FOR CLAIMS OF A THIRD PARTY FOR ANY SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ECONOMIC LOSS, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL HONEYWELL'S TOTAL LIABILITY FOR ANY DAMAGES TO YOU OR ANY OTHER PERSON IN CONNECTION WITH THIS AGREEMENT EXCEED THE LOWER OF THE SUGGESTED LIST PRICE OR THE ACTUAL PRICE PAID FOR THE SOFTWARE, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, CONDITION, OR ANY OTHER FORM OF CLAIM. NO OBLIGATION OR LIABILITY WILL ARISE OR GROW OUT OF THE RENDERING OF TECHNICAL, PROGRAMMING, OR OTHER ADVICE OR SERVICE OR THE PROVISION OF SUPPORT FOR THE SOFTWARE BY HONEYWELL.
If any provision of this Agreement is found to be void, invalid, or unenforceable, that finding shall not affect the remaining provisions, all of which shall be enforced to the full extent permitted by law.
8. ENTIRE AGREEMENT.
This Agreement contains the entire Agreement between you and Honeywell with respect to the subject matter herein. The standard terms and conditions of your purchase order, if any, are null and void.
9. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of New York without regard to the conflict of laws principles. The United Nations Convention On Contracts For The International Sale Of Goods, 1980 and any successor thereto, shall not apply. The Federal and State courts within the State of New York shall have exclusive jurisdiction to adjudicate all disputes and claims arising out of or related to this Agreement.