PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU ARE NOT AUTHORIZED TO INSTALL THE SOFTWARE. REDISTRIBUTION IS NOT PERMITTED.
BASIS INTERNATIONAL LTD. DIRECTLY OR THROUGH ONE OF ITS AFFILIATED DIVISIONS OR COMPANIES (see footnote 1) ("BASIS" or "LICENSOR") IS WILLING TO LICENSE THE SOFTWARE TO YOU ("LICENSEE") ONLY IF YOU ACCEPT ALL TERMS IN THIS LICENSE AGREEMENT.
This is a limited-use software license agreement ("Agreement") from BASIS to you and describes your rights and obligations regarding the use of any software product(s) developed and offered by BASIS (the "Software"). Installing, downloading, or using the Software shall constitute your acceptance of the terms and conditions of this Agreement and this Agreement shall be effective on such date. If you are a distributor or reseller of the Software, you agree to ensure that the end user of the Software has notice of and consents to this license agreement.
The Software is licensed from BASIS on one of the following bases: a "per named user," a "concurrent user," a "site license," or a "connection based license." BASIS hereby grants to you and you accept a non-exclusive, non-transferable license to use the Software in accordance with the license type, provided that you do not exceed the scope of the license granted (e.g. for a named user license, use on a single computer, network, client/server arrangement, or any computer configuration provided that software is used only by the named users; for a concurrent user license, use on a single computer, network, client/server arrangement or any computer configuration provided that the number of concurrent users with access to the Software never exceeds the number of concurrent users licensed from BASIS; for a site license, the software is only used on the described single computer, network, client/server arrangement or other computer configuration; for a connection based license the software is concurrently accessed by no more than the specified number of users). If purchasing a limited term license, your license to use the Software shall not exceed the term specified at the time of purchase and as may be indicated on the invoice issued by BASIS. If the Software Asset Management (SAM) Plan is required as a condition of licensing, your license to use the Software may be terminated if you fail to timely pay the SAM Plan fees due.
You agree that BASIS retains the right to audit your use of the Software and shall have access to your computer system and applicable electronic and written records to confirm that your use is within the scope of your license rights. If you have exceeded the permissible scope of your license, you will be responsible to pay for BASIS’ costs of the audit.
You acknowledge that the Software is the sole and exclusive property of BASIS, including all copyrights therein, even if such Software is modified or merged or incorporated into another program. BASIS retains all title to and ownership of the Software and reserves all rights in and to the Software not expressly granted to you. You acknowledge that the Software is a trade secret of BASIS. You agree that you will neither transfer possession or use of the Software, in any form, to any person without the prior written consent of BASIS. You agree not to copy or otherwise reproduce the Software, in whole or in part, except for your own personal use, for archival or backup purposes, within the limits of this License.
You agree not to reverse engineer, decompile, or disassemble the Software.
The Software and all related technical information or materials are subject to export controls and are licensable under the U.S. Government export regulations. Licensee will comply strictly with all legal requirements established under these controls and will not export, re-export, divert, transfer or disclose, directly or indirectly the Software and any related technical information or materials without the prior approval of the U.S. Department of Commerce.
TERM
This Agreement shall continue until one of the following:
1. The expiration of the term for the use of the Software if you purchased a limited term license;
2 . Such time as all copies of the Software are returned to BASIS;
3. Such time as you violate this Agreement in any respect, including failure to pay appropriate licensing or SAM (Software Asset Management) fees due.
Upon termination of this Agreement for any reason, the use license shall automatically terminate and be null and void, and you shall return all copies of the Software to BASIS, and shall retain no copies of the Software. Failure to pay any amounts due for the license fee, for the SAM program, if applicable, or otherwise, terminates your right to use the Software immediately, and your continued use of the Software in such event is a violation of BASIS' intellectual property rights. BASIS shall also be entitled to pursue its other available remedies if any of the foregoing occur, including canceling your rights, if any, to receive updates, technical support, or any modification to licenses.
If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.
WARRANTY
BASIS Software and Documentation are licensed "as is," and without any express warranty of any nature.
LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION.
LICENSOR'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SOFTWARE AND DOCUMENTATION SHALL BE, AT LICENSOR'S CHOICE, EITHER
(A) RETURN OF LICENSE MONIES PAID, OR
(B) REPLACEMENT OF THE SOFTWARE RETURNED TO LICENSOR. HOWEVER, IN THE EVENT YOU HAVE ENTERED INTO A SAM AGREEMENT OR OTHER SUPPORT AGREEMENT WITH BASIS, YOUR RIGHTS AND BASIS' RIGHTS AND LIABILITY REGARDING UPGRADES AND SUPPORT SERVICES SHALL BE GOVERNED BYTHE TERMS OF THAT AGREEMENT.
IN NO EVENT WILL LICENSOR BE LIABLE FOR DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE.
This license is governed by the laws of the State of New Mexico, USA, and any legal action brought with respect to this license, or to enforce any rights or obligations hereunder may, at BASIS' option, be brought in New Mexico State or United States Federal Court located in Bernalillo County, New Mexico, USA, and you consent to jurisdiction in said courts.
This agreement constitutes the entire agreement between the parties and supersedes and replaces all prior agreements regarding your use of the Software. BASIS reserves the right to amend this Agreement in the future and all such amendments will be posted on the BASIS Web site at www.basis.com and will be effective thirty days after posting on the Web site.
If you have any questions concerning this Agreement or wish to contact LICENSOR for any reason, please
contact:
BASIS International Ltd., 5901 Jefferson Street NE, Albuquerque, NM 87109-3432
Phone +1.505.345.5232 / Fax +1.505.345.5082 / E-mail: info@basis.com.
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FOOTNOTE 1 Audev B.V., Audev International Ltd., Audev de Mexico, BASIS Europe Distribution GmbH, AddonSoftware
