Software License Agreement
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE OPENING, DOWNLOADING OR INSTALLING AND USING SOFTWARE PROVIDED TO YOU BY C&A COMPUTER CONSULTANTS LTD. AS IT CONTAINS THE TERMS AND CONDITIONS BY WHICH C&A COMPUTER CONSULTANTS LTD. OFFERS TO LICENSE THE SOFTWARE. BY OPENING THE SOFTWARE PACKAGE, OR USING THE HARDWARE IN WHICH THE SOFTWARE IS EMBEDDED, YOUR COMPANY AGREES TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THIS SOFTWARE. PROMPTLY RETURN THE PRODUCT TO THE PLACE WHERE YOU OBTAINED IT FOR A FULL REFUND. The Software as supplied by C&A COMPUTER CONSULTANTS LTD. is licensed, not sold to you, on a non-exclusive basis for use only under the terms of this license, and C&A COMPUTER CONSULTANTS LTD. and its third party suppliers reserve all rights not expressly granted to you. You own the disk(s) on which the Software is provided, but the Software is owned and copyrighted by C&A COMPUTER CONSULTANTS LTD. or by third party suppliers. Your license confers no title or ownership and is not a sale of any rights in the Software or its documentation. Third party suppliers may protect their rights in the Software in the event of any infringement. If you are an authorized C&A COMPUTER CONSULTANTS LTD. reseller, you may sublicense the Software to an end-user for its use, provided that any sublicense must incorporate the terms of this Software License Agreement.
1. License. This license allows you to (a) use the Software for internal
purposes only on a single computer system at a time, (b) use this Software
License to control no more than the number of systems for which you have
purchased a license, and (c) make or keep less than three copies of the
Software in machine readable form solely for backup purposes and use a
copy on a backup device, provided that use on the backup device is discontinued
when the original or replacement device becomes available, and (d) transfer
the Software and all rights under this license to another party together
with a copy of this Agreement provided you give C&A COMPUTER CONSULTANTS
LTD. written notice of the transfer and the other party reads and agrees
to accept the terms and conditions of this Agreement and agrees to pay
any applicable fee. You must reproduce on any copy all copyright notices
and any other confidentiality or proprietary legends that are on the original
copy of the Software. You may not use the Software to control more than
the number of systems for which you have purchased a License unless you
purchase a license addition from C&A COMPUTER CONSULTANTS LTD.
2. Restrictions. You may not distribute or transfer (other than in accordance
with section 1(d) above) copies of the Software to others or electronically
transfer the Software from one computer to another over a network, or
copy the Software onto any public or distributed network. Embedded Software
may only be used when operating the associated device in configurations
as sold or subsequently upgraded by C&A COMPUTER CONSULTANTS LTD.
The Software contains trade secrets and in order to protect them you may
not decompile, reverse engineer, disassemble or otherwise reduce the Software
to a human perceivable form or disclose any such trade secrets to any
third party. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN,
RESELL, DISTRIBUTE, NETWORK OR CREATE DERIVATIVE WORKS BASED UPON THE
SOFTWARE, OR ANY PART THEREOF, except as specifically authorized and agreed
in writing by C&A COMPUTER CONSULTANTS LTD. OR THE APPLICABLE THIRD
PARTY SUPPLIER. Notwithstanding the above, you acknowledge that all copyrights
and other proprietary rights in any modification, adaptation, translation
or other derivation will revert to C&A COMPUTER CONSULTANTS LTD. or
the applicable third party supplier and you agree to cause the execution
of an appropriate instrument to perfect or assign such rights except as
expressly agreed in a contract with your company. Upon written request
and on a commercially reasonable basis, C&A COMPUTER CONSULTANTS LTD.
will provide interface information necessary to achieve interoperability
with other products.
3. Your Responsibilities. Except for setup, configuration and networking
as allowed in the Software Documentation, you may not modify, or permit
any person other than C&A COMPUTER CONSULTANTS LTD. or its designated
representatives to modify any portion of the Software. You must assure
the proper use, management and supervision of the Software and any application
programs, audit controls, operating methods and office procedures necessary
for the intended use thereof.
4. Termination. This Software license is effective until terminated and
is expressly for use on the equipment to which it was originally assigned.
This license will terminate immediately without notice from C&A COMPUTER
CONSULTANTS LTD. or applicable third party suppliers or judicial resolution
if you fail to comply with any provision of this Agreement. This license
shall be null and void in the event you or any third party ships the Software
to any country other than that originally specified in your Purchase Order.
Upon termination you must destroy the Software, all accompanying written
materials, and all copies thereof. You may terminate this license at any
time by destroying or returning the Software, written materials and all
5. Limited Warranty and Liability. C&A COMPUTER CONSULTANTS LTD.
warrants that the accompanying media will be free from defects in materials
and workmanship under normal use for a period of ninety (90) days from
date of shipment for Software only products. The physical media warranty
does not apply to defects arising from misuse, theft, vandalism, fire,
water, acts of God or other similar perils. C&A COMPUTER CONSULTANTS
LTD. will not be liable for any damages caused by your failure to fulfill
your responsibilities as stated above.
C&A COMPUTER CONSULTANTS LTD. AND ITS AUTHORIZED RESELLERS DISCLAIM
ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
OF THIRD PARTY RIGHTS. If the media on which the Software is provided
fails to perform as warranted, your sole and exclusive remedy will be
for C&A COMPUTER CONSULTANTS LTD., at its option, to (i) replace the
Software media, (ii) correct the error or (iii) refund the license fee.
In no event will C&A COMPUTER CONSULTANTS LTD. be liable for any incidental,
indirect, special, or consequential damages, (including loss of revenues,
profits, business information or the like), arising out of the use of
or inability to use the Software, even if C&A COMPUTER CONSULTANTS
LTD. or its representatives have been advised of the possibility of such
damages. C&A COMPUTER CONSULTANTS LTD.'s total liability to you for
actual damages for any cause whatsoever and regardless of the form of
the action, will be limited to the amount of the license fee paid for
THE ABOVE LIMITATIONS WILL NOT APPLY IN CASE OF PERSONAL INJURY WHERE
AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. SOME JURISDICTIONS
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY
TO YOU. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITIES
ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN C&A COMPUTER
CONSULTANTS LTD. AND YOU. C&A COMPUTER CONSULTANTS LTD. WOULD NOT
BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.
6. General. C&A COMPUTER CONSULTANTS LTD. is a Hong Kong Company, with principal offices located at 306, Workington Tower, 78 Bonham Strand, Hong Kong. This License shall be governed by and interpreted in accordance with the laws of Hong Kong, without regard to its conflicts of law provisions, unless otherwise stated in a contract with your company. If any provision of this License Agreement is held to be unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect.