Advanced Search
  



OBJECT INSIGHT, INC.
SOFTWARE LICENSE AGREEMENT FOR JVISION 1.4.x

1. Parties. This Software License Agreement ("Agreement") is between
Object Insight, Inc., a Michigan corporation with offices at 506 North
State Street, Ann Arbor, Michigan  48104 ("OI") and the party accepting
the license in the manner set forth below ("User").  This Agreement
outlines the terms and conditions under which OI licenses to User
certain computer software programs downloaded from OI's website, or
otherwise provided to User ("Software").

2. The Software/Intellectual Property Rights. OI is the owner of all
intellectual property rights in the Software, including copyrights,
trade secrets, trademarks, patents, and "knowhow," or has the rights
necessary to license the Software to User. User shall have no rights
with respect to any Software source code and User agrees not to reverse
assemble, decompile, or otherwise attempt to derive such source code
from units of the Software provided to User under this Agreement.

3. Acceptance of License Terms. Upon acceptance of this Agreement by
User in the manner set forth herein, OI shall enable User to load and
execute one copy of the Software.  User agrees to implement software
protection measures to prevent unauthorized use and reproduction of the
Software, including, but not limited to, keeping the Software in a
secure place, under reasonable access and use restrictions not less
strict than those applied by User with respect to its own confidential
information.  User's obligations regarding confidentiality and
intellectual property rights shall survive termination of this
Agreement.  In addition, User shall not provide to any third party the
serial number or other information provided by OI to enable User to use
the Software.  User warrants that the name, email address and other
information about User that User enters in this Agreement or otherwise
provides to OI is legitimate and correct.

4. Grant of Software License. User may download the Software onto its
computer pursuant to the instructions in OI's website.  OI grants User
a nonexclusive, nontransferable, license to load and execute the
Software on one computer for each license, in object code format only,
solely for the purpose of integrating User's own computer software
applications ("User Software") with the Software.  The combination of
the User Software with the Software shall be referred to as the
"Integrated Software."  In addition, User may distribute the Software
solely to end users but only in association with the Integrated
Software as described above.  All rights not expressly granted to User
in this Agreement are reserved by OI.

5. User Obligations. (a) User shall not attempt to break the encryption
and/or other security mechanisms used by the Software or by the
Integrated Software and shall not provide the Software or Integrated
Software to any third party for the purpose of breaking any such
encryption or other security mechanism.  User shall not provide the
Software or Integrated Software to any third party when the User knows
or reasonably should know that such third party intends to attempt to
break any such encryption or other security mechanism.

(b) User shall not:  remove any proprietary rights marks or legends on
or in the Software; modify, enhance, or create derivative works of the
Software; assign, sublicense, or sell the Software;  decompile,
disassemble, or reverse engineer the Software; or make copies of the
Software other than for archival and backup purposes, and in
association with distribution of Integrated Software to end users.

(c) User shall not use the Software with, or distribute in any manner,
any User Software unless User has all rights required for its
distribution of such User Software.

(d) User shall provide OI with reasonably prompt written notification
of any comments or complaints about the Software that are made by end
users, and any problems with the Software or its use of which User
becomes aware.  Such written notification shall be the property of OI.
OI shall reasonably promptly inform User of OI's evaluation and
proposed resolution (if applicable) of such comments and complaints.

6. Fees and Payments. User shall pay OI a one-time, nonrefundable,
software license fee of three hundred ninety-nine U.S. dollars
($399.00) prior to its being given access to the Software.  This
software license fee shall be paid by credit card or check.

7. Exclusion of Warranties. USER ACKNOWLEDGES THAT IT HAS BEEN GIVEN
FIFTEEN (15) DAYS TO TEST AND EVALUATE THE PRODUCT, AND THAT USER HAS
SO TESTED AND EVALUATED THE PRODUCT.  AS SUCH, OI PROVIDES THE PRODUCT
"AS IS" WITH NO WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO,
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.  OI DISCLAIMS, AND USER
HEREBY WAIVES, ALL WARRANTIES INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  OI DOES NOT
WARRANT THAT THE ENCRYPTION AND/OR OTHER SECURITY MECHANISMS USED BY
THE PRODUCT OR BY ANY INTEGRATED SOFTWARE ARE UNBREAKABLE BY THIRD
PARTIES.

8. Updates and Technical Support Services. (a) While User complies with
the terms and conditions of this Agreement, User shall have the right
to receive all error corrections, updates, upgrades, and new releases
of the "1.4.x" Software that OI makes available without charge through
its Web site.  User shall also have the right to submit questions to OI
via OI's Web site at no charge, and OI will make good faith efforts to
respond to such questions by posting answers to the FAQ on the Object
Insight web site.

(b) User may obtain additional technical assistance at OI's hourly
rates, or per diem, as the parties agree.

(c) At any given time, User shall use reasonable efforts to utilize
only the most recently updated or upgraded version of the Software.

9. Limitation of Liability. OI SHALL NOT BE LIABLE FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR
FOR LOST PROFITS OR BUSINESS INTERRUPTION LOSSES, IN CONNECTION WITH
THE PRODUCT, REGARDLESS OF WHETHER OI HAS BEEN MADE AWARE OF THEIR
POSSIBILITY.  IN NO EVENT SHALL OI BE LIABLE TO USER, UNDER ANY THEORY
OF RECOVERY, INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY, WARRANTY
OR PRODUCTS LIABILITY, IN AN AMOUNT IN EXCESS OF THE LICENSE FEES PAID
BY USER IN CONNECTION WITH THIS AGREEMENT.  ANY CLAIMS RELATING TO THIS
AGREEMENT SHALL BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF
THE EVENT GIVING RISE TO THE CAUSE OF ACTION. USER SHALL ENSURE THAT OI
IS NOT LIABLE TO ANY PURCHASERS, LICENSEES OR OTHER END USERS OF
INTEGRATED SOFTWARE FOR ANY SUBSTITUTE PRODUCTS OR SERVICES,  LOST
PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.

10. Term and Termination. This Agreement shall become effective on the
date on which this Agreement is accepted by User in the manner set
forth herein, and shall continue in effect thereafter until: (a) there
is a material breach by either party which is not cured within thirty
(30) days after receipt of written notice of such breach; (b) the
Software is disabled as a result of User's failure or refusal to pay
the Software license fees described above; or (c) User elects to
discontinue its use of the Software.  Upon termination of this
Agreement, User shall immediately discontinue use of the Software and
shall return the Software and all authorized copies of the Software to
OI.  Except as otherwise set forth in this Agreement, the parties'
rights and obligations regarding ownership, limitations of liability,
and audits shall survive any termination of this Agreement.

11. General Provisions. (a) Choice of Law:  This Agreement is entered
into and performed in Ann Arbor, Michigan, and shall be governed by the
laws of the State of Michigan and the federal laws of the U.S.A.

(b) Choice of Forum:  Any action brought by either party related to
this Agreement, shall be initiated and maintained in Washtenaw County,
Michigan, or in the U.S. District Court of the Eastern District of
Michigan, Southern Division, and the parties expressly submit to the
exclusive personal jurisdiction and venues of these courts.

(c) Compliance with Law:  User will comply with all applicable laws and
regulations governing the use of the Software and the distribution of
Integrated Software.  User understands and acknowledges that OI's
obligations to provide the Software or other products or services
hereunder shall be subject to U.S. export administration regulations
and other applicable laws and/or regulations.  Upon request by User, OI
shall notify User of the then-current limitations, if any, on OI's
ability to comply with its obligations hereunder which are imposed by
such laws and/or regulations.

(d) Severability:  If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, such
provision will be deemed modified so as to make it valid in a manner
consistent with the intent of the parties expressed in that section.

(e) Waiver:  OI's failure to enforce at any time any of the provisions
of this Agreement shall not be construed to be a present or future
waiver of such provisions.

(f) Assignment:  User shall not assign any of its rights, obligations
or privileges under this Agreement without OI's prior written consent.
OI shall have the right to assign its rights, obligations, and
privileges under this Agreement to an assignee that agrees in writing
to be bound by the terms and conditions of this Agreement.

(g) OI's Remedies:  The remedies accorded OI are cumulative and in
addition to those provided by law.

(h) Survival of Obligations:  All provisions of this Agreement relating
to confidentiality, ownership, limitations of liability and any other
subject that would, by its nature, be deemed to survive termination of
this Agreement, shall survive the termination of this Agreement.

(i) Entire Agreement:  This Agreement contains the entire understanding
of the parties, supersedes prior oral agreements and writings, and can
only be modified in writing by authorized representatives.

(j) Notice: Any notice required to be given by either party under this
Agreement shall be in writing and shall be delivered to the recipient
in person or by certified or registered letter.  Such delivery will be
made at the recipient's address as set forth above.  Each party has the
duty to inform the other in writing of any changes of address.


BY PROVIDING THE USER INFORMATION ABOVE, COMPLETING THE VERIFICATION
STEPS BELOW, AND DOWNLOADING THE PRODUCT, USER ACKNOWLEDGES AND AGREES
THAT USER HAS READ THIS AGREEMENT, THAT USER IS THE INDIVIDUAL LISTED
ABOVE, THAT USER IS OF THE AGE OF MAJORITY, THAT USER IS AUTHORIZED TO
ENTER INTO THIS AGREEMENT, THAT THE STEPS USER IS FOLLOWING CONSTITUTE
USER'S SIGNATURE ON THIS DOCUMENT, THAT THIS AGREEMENT IS A LEGALLY
BINDING DOCUMENT SUPPORTED BY ADEQUATE CONSIDERATION, AND THAT USER
AGREES TO BE BOUND BY, AND COMPLY WITH, ALL TERMS OF THIS AGREEMENT.