THOMSON
IMPORTANT-READ CAREFULLY:
Before using the SOFTWARE, please read
all clauses of this Software Site License Agreement ("AGREEMENT")
carefully. Subject to acceptance of all the terms and conditions of this
AGREEMENT, Thomson Canopus Co., Ltd. ("Thomson
1.DEFINITIONS.
1.1 "SOFTWARE" means the Thomson
Canopus software product provided to You along with
this AGREEMENT, which includes computer software and may include associated
media, printed materials, "online" or electronic documentation, and
copy protection technology, collectively.
1.2 "Authorized Users" means (a)
Your employees and contractors (permanent or temporary) at Site, and (b) if You are an educational institution, Your currently enrolled
students, faculty members and administrators at Site.
1.3 "Computer(s)" means computers
or workstations located on the Site, either owned or leased by You. This, however,
does not include computers and workstations used as network servers.
1.4 "Site" means single street
addresses, buildings, or other single geographic locations at which You conduct Your daily operations.
1.5 "Upgrade" means any new version
of the SOFTWARE which bears the same product name, but with a version number
change immediately to either the right or left of the decimal.
1.6 "Educational Edition" means a
version of the SOFTWARE for use by students and faculty of educational
institutions only, and not for any commercial purposes.
2.GRANT OF LICENSE.
As long as You comply with the terms and conditions of this AGREEMENT,
Thomson Canopus grants You a non-exclusive and non-transferable right and
license to use the Thomson Canopus software product provided to You along with
this AGREEMENT, which includes computer software program and may include
associated media, printed materials, "online" or electric
documentation, and copy protection technology (collectively
"SOFTWARE").
3. USER REGISTRATION
You shall register
as an Authorized User of the SOFTWARE with Thomson Canopus. The registration
shall be made by way of "online" registration or by filling in the
attached "User Registration Card" and returning it to us.
4. TERM AND TERMINATION
This AGREEMENT shall be in force when You click
electrically on the ACCEPT button or the YES button or similar button and shall
be remain in force until terminated by either Thomson Canopus or You as set
forth herein. You may terminate this AGREEMENT with immediate effect at any
time, with or without cause and without recourse to the courts, providing that You submit Thomson Canopus with a one (1) month prior
written notice. Thomson Canopus may terminate this AGREEMENT with immediate
effect upon your breach of this AGREEMENT.
5. LICENSE AND INSTALLATION
5.1 You may install the SOFTWARE, for use by
the Authorized Users, on multiple Computers.
5.2 You may run the SOFTWARE on only one (1)
Computer at a given time, even though You installed
the SOFTWARE on as many Computers as the numbers pursuant to Article 5.1 above.
5.3 You may also make copies of the SOFTWARE
in machine-readable form solely for backup and archival purposes.
5.4 The SOFTWARE may be accompanied by a
separate end user license agreement ("EULA"), which shall be
incorporated into this AGREEMENT. If
there is any conflict between the terms of the EULA and those of this AGREEMENT,
this AGREEMENT shall govern.
6. LICENSE RESTRICTIONS.
6.1 You may not sell, assign, sent, rent, lease, distribute, export, import or sublicense
the SOFTWARE.
6.2 Other than as set forth herein, You may not make or distribute copies of the SOFTWARE or
electronically transfer the SOFTWARE from one computer to another or over a
network.
6.3 You may not modify or translate the
SOFTWARE without the written consent of Thomson Canopus.
6.4 You may not reverse engineer, decompile,
disassemble or otherwise reduce the Software to a human-perceivable form the
SOFTWARE.
6.5 You may not use the SOFTWARE to infringe
the copyright or other intellectual property rights of Thomson Canopus or any
third party in anyway.
6.6 You may not use, or distribute to any
party, an Educational Edition for any commercial purposes.
6.7 You may not use, or distribute to any
party, any final products made by assistance of the Educational Edition for any
commercial purposes.
7. UPGRADES.
7.1 If You are installing the SOFTWARE as an
Upgrade of a prior release of the same SOFTWARE which was installed on the same
computer, Your rights under the prior license agreement for the SOFTWARE shall
be automatically terminated, and all or any of Your use of the SOFTWARE
(including its prior versions) are solely under the terms of this AGREEMENT.
7.2 Nothing in this AGREEMENT will be
construed to warrant or imply that any Upgrades shall be produced for the
SOFTWARE.
8. OWNERSHIP.
Except as
otherwise expressly provided herein, nothing in this AGREEMENT intends to
transfer any rights to, or to vest any such rights in, You.
You are only entitled to the limited use of the SOFTWARE granted to You herein. You acknowledge and agree that any unauthorized
use of the SOFTWARE is a violation of this AGREEMENT as well as a violation of
intellectual property laws, including but not limited to, copyright laws and
trademark laws. You also acknowledge and understand that the SOFTWARE is
protected by copyright laws of the signatory countries to "the Universal
Copyright Convention" and/or "the Berne Convention for the Protection
of Library and Artistic Works" as well as other intellectual property
rights laws and treaties. You acknowledge and agree that any and all
intellectual property rights, titles and interests, to or arising from the
SOFTWARE are and shall remain the exclusive property of Thomson Canopus and its
suppliers.
9. WARRANTY AND LIABILITY.
9.1 LIMITED WARRANTY: Thomson
9.2 NO OTHER WARRANTIES: To the maximum
extent permitted by applicable law, THOMSON CANOPUS DISCLAIMS ALL OTHER
WARRANTIES FOR THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
9.3 LIMITATION OF LIABILITY: To the maximum
extent permitted by applicable law, in no event shall Thomson Canopus or its
suppliers be liable to You or any third party for any special, consequential,
indirect or similar damages, including any lost profits or lost data arising
out of the use or inability to use the software, even if Thomson Canopus has
been advised of the possibility of such damages.
9.4 THOMSON
The limitations or
exclusions of warranties, remedies or liability contained in this AGREEMENT
shall apply to You only to the extent such limitations
or exclusions are permitted under the laws of the jurisdiction where You are
located.
10.TERMINATION.
10.1 If You exceed
or violate the use limitations of this AGREEMENT in any manner, Thomson Canopus
shall have the right, among other rights and remedies it may have, to immediately
terminate all of Your rights hereunder, including, without limitation,
disabling the SOFTWARE and terminating this AGREEMENT.
10.2 Within thirty
(30) days after the date of termination of this AGREEMENT, You must destroy the
SOFTWARE and all copies thereof and certify in writing to Thomson Canopus that
they have been destroyed.
11.GENERAL.
11.1 This AGREEMENT shall be governed by, and
construed and interpreted under the laws (without reference to its conflict of
laws rules) of
11.2 You acknowledge and agree that You shall not import, export, or re-export directly or
indirectly the SOFTWARE, to any country in violation of the laws and
regulations of any applicable jurisdiction.
11.3 If any provision of this AGREEMENT is
subsequently held invalid or unenforceable by any court or authority agent,
such invalidity or unenforceability shall in no way affect the validity or
enforceability of any other provisions thereof.
All questions
concerning this AGREEMENT shall be directed to:
Thomson Canopus
Co., Ltd., 1-2-4 Murotani, Nishi-ku,
Attention: Product
Manager.
06/23/2009