License Agreement

1. GRANT OF LICENSE
In consideration of payment of the License fee(s) (or other agreement) which may be part of the purchase, lease, rental, or pay-per-use contract price you paid (or are paying) for this product, and your agreement to abide by the terms and conditions of this License and the Limited Warranty, API, as Licensor, grants to you, the LICENSEE, a nonexclusive right to use and display this API software program (herein called “API SOFTWARE” or the “SOFTWARE”) subject to the following restrictions:
a) LICENSEE may install the SOFTWARE on a number of computers which corresponds to the number of valid Licenses that API has granted to LICENSEE, unless,
b) The SOFTWARE is supplied by API with protection hardware device(s) or similar mechanism(s) which limit the number of simultaneous users of the SOFTWARE, in which case the LICENSEE can install the SOFTWARE on their own computers without restriction, provided that
c) The number of simultaneous users of the SOFTWARE does not exceed the number of valid Licenses that API has granted to LICENSEE, and
d) There has been no attempt by LICENSEE to modify, alter, duplicate, deactivate or bypass the copy protection hardware device(s) or similar mechanism(s) to permit more than the licensed number of simultaneous users.

This License covers all forms of computer installations, including, but not limited to, free standing computer workstations, computers joined within a common network, multi- user computer systems and computers connected to the Internet. API reserves all rights not expressly granted to the LICENSEE.

2. OWNERSHIP OF SOFTWARE
An express condition of this License is that API retains title and ownership of the SOFTWARE regardless of the form or media in or on which the original and any other copies may exist. This License is not a sale of the original SOFTWARE or any copy thereof.API's third party suppliers may protect their rights in the event of any violation of these License Terms.

3. COPY RESTRICTIONS
This SOFTWARE and the accompanying written materials are copyrighted. Unauthorized copying of the SOFTWARE, including SOFTWARE which has been modified, merged, or included with other software, or of the written materials, is expressly forbidden. You may be held legally responsible for any copyright infringement which is caused or encouraged by your failure to abide by the terms of this License. Subject to the restrictions above, you may copy the SOFTWARE solely for your own use and backup purposes, provided that the number of simultaneous users of the SOFTWARE does not exceed the number of valid Licenses that API has granted to you.

4. NO DISSASEMBLY OR DECRYPTION
You may not disassemble or decompile the Software unless API's prior written consent is obtained. In some jurisdictions, API's consent may not be required for disassembly or decompilation. Upon request, you will provide API with reasonably detailed information regarding any disassembly or decompilation. You may not decrypt the Software unless decryption is a necessary part of the operation of the Software.

5. USE RESTRICTIONS
As the LICENSEE, you may physically transfer the SOFTWARE from one computer to another provided that the number of simultaneous users of the SOFTWARE does not exceed the number of valid Licenses that API has granted to you. You may not distribute copies of the SOFTWARE or accompanying written materials to others. You may not modify, adapt, reverse engineer decompile, disassemble, or create derivative works based on the SOFTWARE, without the prior written consent of API. You may not modify, adapt, transfer, or create derivative works based on the written materials without prior written consent of API.

6. TRANSFER RESTRICTIONS
This SOFTWARE is licensed only to you, the LICENSEE. API SOFTWARE Licenses may not be transferred to anyone without the prior written consent of API. Any authorized transferee of the SOFTWARE shall be bound by the terms and conditions of this License and Limited Warranty. In no event may you transfer, assign, rent, lease, sell or otherwise dispose of the SOFTWARE on a temporary or permanent basis except as expressly provided herein.

7. TERMINATION
This License is effective until terminated. This License will terminate automatically without notice from API if you fail to comply with any provision of this License. Upon termination you shall destroy the written materials and all copies of the SOFTWARE, in whatever form, including modified copies (if any) and return any copy protection devices promptly to API.

8. UPDATE POLICY
API may create, from time to time, updated versions of the SOFTWARE. Updates will be provided to the LICENSEE and transferees who are covered by a current support agreement issued by API or its authorized distributors, or made available to those who are licensed users of the SOFTWARE.

9. U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and documentation have been developed entirely at private expense and are provided as "Commercial Computer Software" or "restricted computer software". They are delivered and licensed as "commercial computer software" as defined in DFARS 252.227-7013(Oct 1998), DFARS 252.211-7015(May 1991) or DFARS 252.227-7014 (Jun 1995), as a "commercial item" as defined in FAR 2.101(a), or as "Restricted commercial software" as defined in FAR 52.227-19(Jun 1998) (or any equivalent agency regulation or contract clause), whichever is applicable. You have only those rights provided for such Software and Documentation by the applicable FAR or DFARS clause or the API standard software agreement for the product.

10. MISCELLANEOUS
This License is governed by the laws of the State of Georgia, USA and shall benefit American Process Inc., its successors and assigns. LICENSEE consents to jurisdiction in the State and Federal courts located in the State of Georgia, USA.

LIMITED WARRANTY

The software and accompanying written materials (including instructions for use) are provided “as is” without warranties of any kind including, but not limited to, any implied warranties of merchantability or fitness for any particular purpose. Further, API does not warrant, guarantee or make any representations regarding the use, or the result of the use of software. Any and all liability arising from the results and performance of the software is assumed by you. If the software or written materials are defective you, and not API or its dealers, distributors, agents, or employees, assume the entire cost of all necessary servicing, repair, or corrections. The software may include processes, methods, components, formulae, codes, and/or other items of such nature that were developed by API. API hereby disclaims any warranties of any kind, including, but not limited to, any implied warranties of merchantability or fitness for any particular purpose regarding such processes, methods, components, formulas, codes and/or other items of such nature that were developed by API. The software may include processes, methods, components, formulae, codes, and/or other items of such nature that were developed by parties other than API. API hereby disclaims any warranties of any kind, including, but not limited to, any implied warranties of merchantability or fitness for any particular purpose regarding such processes, methods, components, formulas, codes and/or other items of such nature that were developed by parties other than API. API warrants to their original LICENSEE that the disk(s) (if any) on which the SOFTWARE is recorded is free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery. API warrants to the original LICENSEE that any hardware accompanying the SOFTWARE is free from defects in materials and workmanship under normal use and service for a period of one year from the date of delivery. API’s entire liability and your exclusive remedy as to the disk(s) or hardware shall be the replacement of the disk or hardware which does not meet API’s Limited Warranty and which is returned to API postage prepaid. If failure of the disk or hardware has resulted from accident, abuse, or misapplication, API shall have no responsibility to replace the disk or hardware. In the event of replacement of the disk or hardware, the replacement disk or hardware will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is the longer.
- No oral or written information or advice given by API, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of this warranty and you may not rely on any such information or advice.
-Neither API nor anyone else who has been involved in the creation, production, distribution or delivery of this product shall be liable for any direct, indirect, consequential or incidental damages (including, but not limited to, damages for loss of business profits, business interruption, loss or damage to person and/or property, loss of life, loss of business information, and the like) arising out of the use or inability to use such product even if API has been advised of the possibility of such damages.
- In the event that any court or arbitration tribunal should find any of the preceding parts of this limited warranty to be non-binding on the licensee, then in such event the aggregate liability of API, its officers, directors, employees, distributors, dealers and agents under this agreement, whether arising in the contract, tort, statute, or otherwise, shall be limited to the total fees paid by the licensee for the software license.
- This warranty gives you specific rights, you may have other rights which vary from province to province or from country to country and certain limitations contained in this limited warranty may not apply to you.
- In the event of any conflict between any provisions in this limited warranty any applicable provincial or federal legislation, the applicable provincial or federal legislation takes precedence over the contravening provision.
- This Limited Warranty is governed by the laws of the State Of Georgia, USA and shall benefit American Process Inc., its successors and assigns.


 
© 2007 American Process Inc. All rights reserved.