1. Agreement. This Software License Agreement ("Agreement") is a legal agreement between you (the undersigned end user licensee) and Anand Systems Inc., a Delaware Corporation ("Anand Systems"). By clicking on the I accept the agreement, by using Anand Systems, as applicable, you agree to be bound by the terms and conditions of this Agreement. As used herein, "Software" means Anand Systems Software and related modules that you obtain from time to time.
This license is available only to persons who intend to use Anand Systems as an end user and for such person's own internal business purposes. If you enter into this Agreement on behalf of your employer, you hereby represent and warrant to Anand Systems that you have the authority to bind your employer and any reference to "you" herein will also include your employer.
2. Evaluation License. Anand Systems grants to you a personal, non-transferable, non-exclusive license, without right to sublicense, to use the evaluation copy of Anand Systems in machine-readable form only and only for purposes of evaluating the use of Anand Systems software in your, or your employer's, internal business. If you decide to purchase a regular license to Anand Systems software, you must pay the license fee to Anand Systems. Thereupon Anand Systems will send you a key. Without the key, the software will stop working in 45 days, at the end of the evaluation period. The evaluation license is granted for one user only and only for use on the specific machine designated by you to Anand Systems.
3. Security Code. You understand that only Anand Systems can provide security codes to you for the Software and that the security codes are dependent upon and limited to the licensed configurations from time to time. You further understand that Anand Systems has no obligation to provide any security code for the Software to you, unless (i) Anand Systems has received this Software License Agreement completed and signed by you, (ii) Anand Systems has been paid for the Software, and (iii) the Software can be provided to you without violating applicable US export laws and regulations or any other laws or regulations.
4. Regular License. Upon your payment of the license fee for the Software, Anand Systems hereby grants to you (the undersigned) a personal, non-transferable, non-exclusive, perpetual license (except as set forth in Section 9 hereof), without right to sublicense, to use the Software in machine-readable form only and only in your internal business and for your own business purposes at the site set forth in Exhibit A and for the number of users and on the local area network(s) set forth in Exhibit A. You can order additional user and network licenses for the Software from time to time, which licenses will also be governed by the terms and conditions of this Agreement. The license fees for the Software do not include sales tax or other applicable taxes, duties or governmental charges (which may be separately set forth on the applicable invoice), all of which shall be paid by you.
5. Limitations. You may NOT copy, reproduce, modify, rent, lease, distribute, sell or transfer any Software. You agree not to make any Software available to any person except only to those of your employees whose job performance requires access to such Software for the permitted purpose. Except for the limited use license granted herein, all ownership of and rights in and to the Software, and all copies thereof, including without limitation all copyright, patent rights, trade secret rights, trademark rights and other intellectual property rights in and to the Software, are owned and retained by Anand Systems. You understand that the Software is copyrighted and protected by US copyright law and international treaties. You agree not to remove or alter any copyright or other proprietary rights notices of Anand Systems in or on the Software.
You agree not to reverse-assemble, reverse-compile, or otherwise reverse-engineer The Software, in whole or in part, or permit others to do so, except only to the extent required by applicable law.
6. No Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. ANAND SYSTEMS SPECIFICALLY EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ABSENCE OF HIDDEN DEFECTS, ANY WARRANTY OF NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE BY REASON OF USAGE OF TRADE, CUSTOM OR COURSE OF DEALING.
7. No Liability. IN NO EVENT SHALL ANAND SYSTEMS OR ANY OF ITS DISTRIBUTORS BE LIABLE FOR ANY CLAIMS AGAINST YOU BY ANY THIRD PARTY RELATING TO ANY SOFTWARE OR YOUR USE OF ANY SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.
IN NO EVENT SHALL ANAND SYSTEMS OR ANY OF ITS DISTRIBUTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR LOSS OF OTHER SOFTWARE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ANAND SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN ADDITION, IN NO EVENT SHALL ANAND SYSTEMS OR ANY OF ITS DISTRIBUTORS BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
8. Support. Support for the Software is available from Anand Systems or its distributors under a separate maintenance and support agreement upon payment of applicable annual maintenance and support fees.
9. Government Licensee. If you are a government entity, then pursuant to the policy stated at 48 CFR 227.7202-1, as a U.S. Government user, you acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by Anand Systems for licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government (including you), except to the extent which such licenses are inconsistent with Federal procurement law. Contractor/ manufacturer is Anand Systems INC, 828 Iberis Way, Tracy, CA 94043".
10. Termination. Anand Systems may terminate this Agreement immediately upon written notice to you if (i) you breach any material term of this Agreement and fail to cure such breach within twenty one (21) days following written notice to you, (ii) you violate any intellectual property right of Anand Systems in any Software. Upon termination of this Agreement, for whatever reason, you will immediately return to Anand Systems, or at Anand Systems' request destroy, all copies of the Software in you possession or under you control, and you (if you are an entity, signed by one of your officers) shall certify to Anand Systems in writing that you have done so.
11. Applicable Law. This Agreement shall be deemed entered into in the State of California, USA, and the laws of the State of California, USA, excluding conflict of law rules and principles, shall exclusively govern this Agreement, its interpretation and enforcement and the relations between the parties. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
12. Miscellaneous. If any provision hereof is held invalid or unenforceable it shall be reformed only to the extent necessary to make it enforceable. This Agreement (including Exhibit A) sets forth the entire agreement between the parties relating to the subject matter hereof and may be amended only by a writing executed by both parties. The terms of this Agreement will govern and supersede all pre-printed terms and conditions of purchase order or other business forms of either party.
13. Verification. You understand that Anand Systems may verify the information provided by you and may contact you. Anand Systems has no obligation to provide any security code for the Software to you, unless, among other things, Anand Systems is satisfied, in its discretion, that you are a bona fide end user customer, and that the information provided by you to Anand Systems is accurate.