OBJACCT SOFTWARE END-USER LICENSE AGREEMENT

(NON-EXCLUSIVE, COMPILED CODE ONLY)

 

READ THIS LICENSE AGREEMENT BEFORE INSTALLING THIS SOFTWARE.  THIS LICENSE AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND OBJACCT, INC. ("OBJACCT") GOVERNING YOUR USE OF THIS SOFTWARE. OBJACCT IS UNWILLING TO LICENSE THIS SOFTWARE EXCEPT ON THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. THE ACT OF INSTALLING THIS SOFTWARE SHALL CONSTITUTE AN ACCEPTANCE BY YOU OF THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT WISH TO AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY EXIT THE INSTALLATION NOW AND REMOVE IT FROM YOUR SYSTEM.

 

THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF OBJACCT'S OBLIGATIONS AND RESPONSIBILITIES TO YOU AS LICENSEE, AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF OBJACCT RELATING TO THE SUBJECT.

 

THE USE OF the Software IS RESTRICTED TO A LIMITED NUMBER OF COMPANIES AND USERS. IN THE CASE OF EVALUATION PACKAGES, THE SOFTWARE MAY ONLY BE USED FOR 30 DAYS AFTER INSTALLATION.

 

                1.  GRANT OF LICENSE. 

 

                End-User:  ObjAcct grants to you (the end-user only), as licensee, a non-transfer­able and non-exclusive license to use, for internal purposes only, on a single server, the modules of ObjAcct software purchased from ObjAcct, in machine-readable form (the "Software"), and related user documentation (the “Documentation”) under the terms and conditions stated in this License Agreement. 

 

                Use:  Use of the Software depends on the modules and package that you have licensed.  The Software is furnished for the number of companies, users, and modules at a time as you have licensed.

 

Demonstration and evaluation packages are furnished for the use in evaluating the Software for use by you.  Demonstration and evaluation packages may be used for no other purpose. Notwithstanding anything in this License Agreement to the contrary, demonstration and evaluation packages are provided "AS IS".

 

                Limitations on Use of the Software:   You may not provide or otherwise make the Software or any portion thereof, available in any form to any other person or entity without the prior written consent of ObjAcct. 

 

                Your rights may not be assigned or otherwise transferred without the prior written consent of ObjAcct.

 

                You may not copy the “server” portion of the Software, except as necessary to run the Software on the single server upon which it is installed.  You may copy the “client” portion of the Software to any workstation for the purpose of connecting to the server containing the Software.

 

                You may not modify the Software.

 

                If you use, modify or copy the Software, or if you transfer possession of any copy or portion of the Software to any other party, in any way not expressly authorized by this License Agreement, your license is automatically terminated.

 

                2.  MICROSOFT DATABASE.  The terms and conditions of your license for your Microsoft database software product(s), which are integrated with the Software, are exclusively subject to the Microsoft End-User License Agreement (including, without limitation, DISCLAIMER OF WARRANTIES, EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES, and LIMITATION OF LIABILITY AND REMEDIES) for your Microsoft database software product(s). The Microsoft database software product(s) included with the Software may be used only in conjunction with the Software and for no other purpose. 

 

                3.  PROPRIETARY PROTECTION OF SOFTWARE.  ObjAcct shall have sole and exclusive ownership of all right, title and interest in and to the Software and the Documentation (including ownership of all trade secrets, copyrights and patents pertaining thereto), regardless of the form or media in or on which the original and other copies may exist, subject only to the rights and privileges expressly granted herein by ObjAcct.  This Agreement does not provide you with title or ownership of the Software or the Documentation, but only a right of limited use.  You must keep the Software free and clear of all claims, liens and encumbrances.

 

                You acknowledge and agree that the Software and the Documentation consists of proprietary, unpublished products of ObjAcct, protected under United States copyright law and trade secret laws generally.  You further agree that under no circumstances may you reverse engineer, decompile or disassemble the Software or any portion thereof.  Unless approved by ObjAcct, in writing, you may not use the Software for the purpose of comparative speed performance testing (benchmarking) where such test results are to be published or disseminated outside of your organization.  You will devote your best efforts to ensure that all your personnel and all other persons afforded access to the Software shall protect it against improper use or dissemination.

 

                You agree not to remove any confidential or proprietary legends from the Software or the Documentation.

 

                You acknowledge that, in the event of your breach of any of the foregoing provisions, ObjAcct will not have an adequate remedy in money or damages.  ObjAcct shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request.  ObjAcct's right to obtain injunctive relief shall not limit its right to seek further remedies.

 

                Your obligations hereunder shall remain in effect for as long as you continue to possess or use the Software, the Documentation, or any proprietary interests therein.

 

4.  LIMITED WARRANTY; EXCLUSIVE REMEDIES. 

 

Limited Warranty:  ObjAcct warrants that (i) for a period of ninety (90) days from the date the Software is delivered to you, the Software will substantially conform to the Documentation, provided that it is properly used with the operating system for which it was designed; (ii) the Software will be properly copied onto diskettes or other media and that the diskettes and media will be free from defects in materials and workmanship under normal use and services for a period of ninety (90) days from the date the Software is delivered to Licensee; (iii) ObjAcct is the owner or authorized licensee of the Software and the Documentation, or has the rights to license the Software and the Documentation to you; and (iv) the Software, as delivered by ObjAcct, is free from any virus, time bomb or similar disabling device.

 

No reseller, consultant or any person other than ObjAcct is authorized to make any representation or warranty to you regarding the Software.

 

Limitations on Limited Warranty:  (i) ObjAcct does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted. (ii) In order to receive and maintain the limited warranties, you must (1) use the Software in accordance with the Documentation; (2) use the Software on the hardware and with the operating system for which it was designed; and (3) use only personnel trained on the Software to operate the Software.  (iii) The limited warranties are null and void if you or any third party modifies or changes the Software in any way beyond the scope of the customization options contained in the Software, or if failure of the Software has resulted from accident, abuse or misapplication. (iv) The warranties do not apply to errors or malfunctions caused by (1) machine malfunction; (2) equipment or software not licensed in this Agreement; (3) use of procedures or data by you not in accordance with the Documentation; or (4) any other cause not attributable to ObjAcct.  (v) You acknowledge that ObjAcct is not required to maintain compatibility between the Software and software not specified in this Agreement.

 

Duty to Inform: If you believe that the Software is not substantially performing in accordance with the Documentation, you agree to promptly notify ObjAcct in writing regarding any such non-performance and will provide a listing of output and such other data as may be required by ObjAcct to reproduce operating conditions as existed when the non-performance occurred.

 

                Exclusive Remedy:  In the event of a breach of the limited warranty above, your exclusive remedy relative to the Software shall be for ObjAcct, at ObjAcct’s option, to either: (i) replace the Software that does not meet the limited warranty; or (ii) attempt to correct any errors which you find in the Software during the warranty period and which prevent the Software from substantially performing as described in the Documentation.  In the event ObjAcct determines, in its sole discretion, that the remedies under subsections (i) and (ii) are impracticable during the warranty period, ObjAcct shall refund to you the Software license fees (and no other fees) paid by you for the Software which fails to comply with the limited warranties. Any replacement Software will be warranted for a period of ninety (90) days from the date such replacement Software is delivered to you.

 

5.             DISCLAIMER; LIMITATION ON LIABILITY. THE LIMITED WARRANTY ABOVE IS THE SOLE WARRANTY MADE BY OBJACCT.  OBJACCT MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED.  ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND EXCLUDED BY OBJACCT.

 

IN NO EVENT SHALL OBJACCT BE LIABLE TO YOU, AS LICENSEE, OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR SIMILAR LOSSES) EVEN IF OBJACCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

The cumulative liability of ObjAcct to you for all claims related to the Software and this Agreement, including any cause of action sounding in contract, tort, or strict liability shall not exceed the total amount of all license fees (and no other fees) paid to ObjAcct for the Software during the twelve (12) month period immediately preceding the initial event giving rise to the claim.

 

All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.

 

                6.  TERMINATION.  The license granted herein is effective until terminated.  The license will automatically terminate, without notice, if you fail to comply with any provision of this Agreement.

 

                Upon termination of this Agreement, all rights granted to you will terminate and revert to ObjAcct.  Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your possession or use of the Software, you must return, or certify the destruction of, all copies of the Software in your possession and all other materials pertain­ing to the Software.

 

                7.  GENERAL.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

 

                No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized representative of the party against whom enforcement of the modification is sought.

 

                Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed.

 

                In the event that any term of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term shall be null and void and shall be deemed severed from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect.