TITLE. The
Software's
organization,
structure,
sequence,
logic, and
source code
are
valuable to
the Company.
Any and all
title, ownership
rights, and
intellectual
property rights
in and to
the Software
and Documentation
shall remain
at any and
all
times in DataMatrix
Information
Technolgy,
Inc. and/or
its suppliers.
Title, ownership
rights, and
intellectual
property rights
in and to
the content
accessed through
the Software
is
the property
of the applicable
content owner
and may be
protected
by applicable
DataMatrix
Information
Technolgy,
Inc. or other
law. This
License does
not give Customer
any rights
to
such content.
LIMITED WARRANTY.
DataMatrix
Information
Technolgy,
Inc. warrants
to the Customer,
for a period
of
ninety (90)
days from
the date of
this agreement,
installation
of Software,
or
use of services,
whichever
is earlier,
that it will
replace any
defective
media
on which the
Software is
provided and
that the Software,
if not modified
and if
properly installed
and used,
will substantially
conform to
the material
specifications
set forth
in the documentation,
Such warranties
are for the
Customer's
benefit only
and are not
transferable.
DataMatrix
Information
Technolgy,
Inc. does
not
warrant that
the Software
will operate
error free
or uninterrupted
or will meet
your requirements.
Except for
the express
warranties
stated in
this section,
the
Software are
licensed "as
is" and
DataMatrix
Information
Technolgy,
Inc. specifically
excludes and
disclaims
all warranties
of merchantability,
fitness for
a particular
purpose,
statutory
noninfringement
of third party
intellectual
property rights
and any
warranty that
may arise
by reason
of trade usage,
custom or
course of
dealing
and Customer
hereby expressly
waives any
and all such
warranties.
THIS WARRANTY
GIVES YOU
SPECIFIC LEGAL
RIGHTS, AND
YOU MAY HAVE
OTHER LEGAL
RIGHTS
THAT VARY
FROM STATE
TO STATE OR
BY JURISDICTION.
LIMITATION
OF LIABILITY.
UNDER NO CIRCUMSTANCES
AND UNDER
NO LEGAL THEORY,
TORT,
CONTRACT,
OR OTHERWISE,
SHALL DataMatrix
Information
Technolgy,
Inc. OR ITS
SUPPLIERS
OR RESELLERS
BE
LIABLE TO
YOU OR ANY
OTIER PERSON
FOR ANY INDIRECT,
SPECIAL, INCIDENTAL,
OR
CONSEQUENTIAL
DAMAGES OF
ANY CHARACTER
INCLUDING,
WITHOUT LIMITATION,
DAMAGES
FOR LOSS OF
GOODWILL,
WORK STOPPAGE,
COMPUTER FAILURE
OR MALFUNCTION,
OR ANY AND
ALL OTFER
COMMERCIAL
DAMAGES OR
LOSSES, OR
FOR ANY DAMAGES
IN EXCESS
OF
DataMatrix
Information
Technolgy,
Inc.'S LIST
PRICE FOR
A LICENSE
TO THE SOFTWARE
AND DOCUMENTATION,
EYEN IF DataMatrix
Information
Technolgy,
Inc. SHALL
HAVE BEEN
INFORMED OF
TFE POSSIBILITY
OF SUCH
DAMAGES, OR
FOR ANY CLAIM
BY ANY OTFER
PARTY. THIS
LIMITATION
OF LIABILITY
SHALL
NOT APPLY
TO LIABILITY
FOR DEATH
OR PERSONAL
INJURY TO
THE EXTENT
APPLICABLE
LAW
PROHIBITS
SUCH LIMITATION.
FURTHERMORE,
SOME STATES
DO NOT ALLOW
THE EXCLUSION
OR
LIMITATION
OF INCIDENTAL
OR CONSEQUENTIAL
DAMAGES, SO
THIS LIMITATION
AND EXCLUSION
MAY NOT APPLY
TO YOU.
EXPORT CONTROLS.
You may not
download,
use or otherwise
export the
Software or
any
underlying
information
or technology
except in
full compliance
with all United
States and
other applicable
laws and regulations.
In particular,
but without
limitation,
none of the
Software or
underlying
information
or technology
may be
downloaded,
used or otherwise
exported or
reexported
(i) into (or
to a national
or resident
of) Cuba,
Haiti, Iraq,
Libya, Yugoslavia,
North Korea,
Iran, Syria
or
any other
country to
which the
U.S. has embargoed
goods; or
(ii) to anyone
on the
U.S. Treasury
Department's
list of Specially
Designated
Nationals
or the U.S.
Commerce Department's
Table of Deny
Orders. By
downloading
or using the
Software,
you are agreeing
to the foregoing
and you are
representing
and warranting
that you
are not located
in, under
the control
of, or a national
or resident
of any such
country or
on any such
list.
TERMINATION.
This Agreement
is effective
until terminated.
DataMatrix
Information
Technolgy,
Inc.
may terminate
this Agreement
immediately
if Customer
attempts to
reverse engineer
the Software
or otherwise
violate any
of the restrictive
uses as described
herein.
Otherwise,
this Agreement
may be terminated
by either
party for
a breach of
any of
its material
terms, provided
the non-breaching
party provides
to the breaching
party
30 days written
notice describing
such breach
and offering
the breaching
party an
opportunity
to cure. Failure
to cure a
material breach
within the
notice period
shall result
in automatic
termination
of this Agreement.
Should this
Agreement
be
terminated
for your material
breach, Customer
agrees to
remove all
copies of
the
Software or
any part of
the Software
from any and
all computer
storage devices,
and destroy
the Software
and all Documentation.
At DataMatrix
Information
Technolgy,
Inc.'s request,
Customer or
any of Customer's
authorized
signatory
on the account,
shall certify
in writing
to DataMatrix
Information
Technolgy,
Inc. that
all complete
and partial
copies of
the
Software and
the Documentation
have been
destroyed
and that none
remain in
Customer's
possession
or under its
control. The
provisions
of this Agreement
except
for the Section
1, "License
Grant,"
shall survive.
In
the event
the customer
terminates
and uses another
developer.
The customer
must notify
DatMatrix
Information
Technology,
Inc. prior
to the new
development.
All files,
pages, databases
etc. created
by DataMatrix
can and
will not be
used by another
developer
without express
written consent
of DataMatrix
Information
Technology,
Inc.
If the customer
wishes to
retain the
same design
that DataMatrix
has provided,
the link to
DataMatrix
must
reamain visible
on the page(s).
MISCELLANEOUS.
This Agreement
represents
the complete
and exclusive
statement
of the agreements
concerning
this license
between the
parties and
supersedes
all prior
agreements
and representations
between them.
It may be
amended only
by a writing
executed by
both parties.
THE ACCEPTANCE
OF ANY PURCHASE
ORDER
PLACED BY
YOU IS EXPRESSLY
MADE CONDITIONAL
ON YOUR ASSENT
TO TIE TFRMS
SET
FORTH HEREIN,
AND DataMatrix
Information
Technolgy,
Inc. AGREES
TO FURNISH
TFE SOFTWARE
AND
DOCUMENTATION
ONLY UPON
THESE TERMS
AND NOT THOSE
CONTAINED
IN YOUR PURCHASE
ORDER. If
any provision
of this Agreement
is held to
be unenforceable
for any
reason, such
provision
shall be reformed
only to the
extent necessary
to make.
It enforceable,
and such decision
shall not
affect the
enforceability
(i) of such
provision
under other
circumstances
or
(ii) of the
remaining
provisions
hereof under
all circumstances.
Headings shall
not be considered
in interpreting
this Agreement.
This Agreement
shall be
governed by
and construed
under the
law of DataMatrix
Information
Technolgy,
Inc. <state>
as such law
applies
to agreements
between DataMatrix
Information
Technolgy,
Inc. <state>
residents
entered into
and to be
performed
entirely within
DataMatrix
Information
Technolgy,
Inc. <state>,
except as
governed by
Federal Law.
This
Agreement
will not be
governed by
the United
Nations Convention
of Contracts
for
the International
Sale of Goods,
the application
of which is
hereby expressly
excluded.
U.S. GOVERNMENT
RESTRICTED
RIGHTS. Use,
duplication
or disclosure
by the
Government
is subject
to restrictions
set forth
in subparagraphs
(a) through
(d) of the
Commercial
Computer-Restricted
Rights clause
at FAR 52.227-19
when
applicable,
or in subparagraph
(c)(l)(ii)
of the Rights
in Technical
Data and
Computer Software
clause at
DFARS 252.227-7013,
and in similar
clauses in
the
NASA FAR Supplement.
Contractor
/ manufacturer
is DataMatrix
Information
Technolgy,
Inc..
237 Parkway
Circle S.,
Atlanta, GA
30340