Quality Vision International

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1. ACCEPTANCE OF LICENSE AGREEMENT.  By using the software product named above ("Software"), the end user ("Licensee") agrees to be bound by this End User License Agreement between the Licensee and Quality Vision International, Inc. of 850 Hudson Avenue, Rochester, NY, 14621 ("Provider"), thus establishing the start of the Agreement ("Effective Date").

2. GRANT.  Provider hereby grants Licensee a nonexclusive, nontransferable license to install and use the Software named above on a computer system controlled by the Licensee and any written materials and documentation that accompany the Software that the Provider generally provides to licensees of the Software ("Documentation").

3. SCOPE OF LICENSE AND USE.
(a) Internal Use.  Licensee may use the Software and the Documentation only for its own internal use at Licensee's premises and to process its own data. Licensee has no right to sublicense or sell the Software, or to use it in an application service provider or service bureau mode.
(b) Copies.  Licensee may not copy or otherwise reproduce the Software or Documentation except for one back-up copy of the Software for archival, testing and back-up purposes.

4. WARRANTY.
(a) Provider warrants that the software will operate in accordance with the specifications described in its manual and be free from known defects in material or workmanship for a period of one year from date of shipment. During this warranty period Provider will, at its option, repair, replace or provide a work-around solution to any items that prove to be defective. In order to qualify for such warranty service, a complete description of the problem, with appropriate documentation (such as results, program listings, sample part and program) should be forwarded to Provider for our inspection. Such items will be returned to the customer if requested.
(b) Provider does not warrant that the operation of the software will be uninterrupted or error free. This warranty does not apply to defects resulting from customer-supplied or configured computer equipment, operating systems or software, unauthorized alteration or misuse, or operation outside the environmental specifications for the product.
(c) THESE WARRANTIES AND PROVIDER'S LIABILITY HEREUNDER, ARE THE SOLE AND EXCLUSIVE WARRANTIES AND ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. INTELLECTUAL PROPERTY INDEMNIFICATION.  Provider will indemnify and hold Licensee harmless against any action brought against Licensee to the extent that such action is based on a claim that the unmodified Software, when used in accordance with the Documentation and terms and conditions herein, infringes any United States patent or registered copyright and Provider shall pay all costs, expenses, settlements and damages finally awarded, incurred by Licensee, or related to such claim. However, Provider will not be obligated to indemnify or hold Licensee harmless from any such action unless Licensee notifies Provider in writing of any claim within 10 days after it learns of such a claim, gives Provider sole control of the defense and settlement thereof, and provides all reasonable assistance in connection therewith. If the Software is finally adjudged to so infringe, or in Provider's opinion is likely to become the subject of such a claim, Provider may, at its option and expense and in addition to paying any costs, expenses and other amounts contemplated above, either: (i) procure for Licensee the right to continue using the Software; (ii) modify or replace the Software to make it noninfringing; or (iii) refund the license fees paid upon return of the Software, subject to depreciation of such fees over a period of five years from the Effective Date. Provider shall have no liability regarding any infringement claim arising out of: (w) use of other than a current, unaltered release of the Software unless the infringing portion is also in the then current release; (x) use of the Software in combination with non-Provider software, data or equipment if the infringement was caused by such use or combination; (y) any modification or derivation of the Software not specifically authorized in writing by Provider; or (z) use of third party software. THE FOREGOING STATES PROVIDER'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT, PATENT AND OTHER PROPRIETARY RIGHTS BY THE SOFTWARE.

6. TITLE.  Title to all specifications remains in Provider, and such specifications or any substantial portion thereof or description thereof are not to be produced or reproduced in any material form without due authority in writing from Provider. Licensee acknowledges that the Software, the Documentation and any and all enhancements, modifications, additions or new releases of or to the Software or the Documentation (collectively, the "Proprietary Materials") contain confidential information of, are trade secrets of, and are proprietary to Provider. All applicable rights to patents, copyrights, trademarks and trade secrets in the Proprietary Materials are and shall remain in Provider and its licensors. Licensee shall not assert any right, title or interest in the Proprietary Materials provided to Licensee herein, except for the non exclusive, limited right of use granted to Licensee hereunder. Licensee shall not remove any copyright or other proprietary notice or legend contained on or included in any Proprietary Materials and Licensee shall reproduce all such information on all copies made hereunder. Licensee will not reverse engineer, disassemble, decompile or unlock the Software in whole or in part for any reason. Licensee will keep the Software free of all claims, liens and encumbrances.

7. GENERAL TERMS.
(a) LIMITATION OF LIABILITY.  IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES INCLUDING, AND NOT BY WAY OF LIMITATION, LOSS OF PROFITS AND WITHOUT REGARD TO THE FORM OF THE ACTION OR THE NATURE OF THE CLAIM THAT IS MADE. THE AGGREGATE LIABILITY OF PROVIDER, ITS SUPPLIERS AND AGENTS FOR ALL CLAIMS (EXCLUDING CLAIMS FOR PHYSICAL INJURY OR PROPERTY DAMAGE RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE SUM OF THE LICENSE FEES PAID BY LICENSEE TO PROVIDER DURING THE PREVIOUS TWELVE-MONTH (12) PERIOD FOR THE SOFTWARE THAT IS THE SUBJECT MATTER OF THE CLAIM.
(b) Governing Law and Dispute Resolution.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. In the event that any legal proceedings are commenced with respect to any matter arising under this Agreement, the parties specifically consent and agree that the courts of the State of New York and/or the Federal Courts located in the State of New York will have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action will be in Monroe County, New York and/or the U.S. District Court for the Western District of New York. Additionally, the party that loses any such proceeding will pay all costs and expenses incurred by the other party(s) in connection therewith, including all attorneys' and other professional fees and expenses.
(c) Assignment.  This Agreement is to Licensee and may not be assigned in whole or in part without the prior written consent of Provider, which consent shall not be required for an assignment in connection with a sale of all or substantially all of the assets of Licensee or in connection with any assignment to a company under common control with Licensee.
(d) Partial Invalidity.  Should any one or more provisions of this Agreement be determined to be illegal or unenforceable by a court of competent jurisdiction, all other provisions shall remain effective.
(e) Construction.  The headings of the various sections and paragraphs of this Agreement have been inserted only for the purpose of convenience and are not part of this Agreement and shall not be deemed to nullify, explain or restrict any provision of this Agreement.