North Carolina License
Agreement
CYBERDYNE INDUSTRIES, INC. LICENSE AGREEMENT
North Carolina Industrial Commission Forms on Disc
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY:
This Agreement is a legal agreement between you, either an individual
or single entity, ("Recipient") and CyberDyne Industries,
Inc. ("CII") for the software product identified above.
CII may elect, at CII’s sole discretion, to provide Recipient
with a copy of the CII product North Carolina Industrial Commission
Forms on Disc, and related documentation and information (collectively
the "Product"). CII may, in its sole discretion, also
provide further releases of the Product or related information to
Recipient hereunder, in which case such further releases and related
information shall also be covered hereunder as "Product".
1) GRANT OF LICENSE.
(a) CII grants to Recipient a limited, non-exclusive, nontransferable,
license to reproduce and use one copy of the Product software on
a single CPU residing on Recipient’s premises, solely to be
use as designed. Product may not be installed on any CPU that also
acts as a network server unless such license is specifically granted
by CII. Product may never be installed on a publicly available CPU.
All other rights are reserved to CII. Recipient shall not rent,
lease, sell, sublicense, assign, or otherwise transfer the Product,
including any accompanying printed materials. Recipient may not
reverse engineer, decompile or disassemble the Product except to
the extent that this restriction is expressly prohibited by applicable
law. CII and its suppliers shall retain title and all ownership
rights to the Product.
(b) Recipient may disclose the Product only to its employees who
have a need to know in order to accomplish the purposes identified
in Section 1(a), and such employees’ use of the Product shall
take place solely at Recipient’s site. Recipient will have
executed appropriate written agreements with its employees sufficient
to enable it to comply with the terms of this Agreement.
2) TERM OF AGREEMENT. The term of this Agreement shall commence
on the date that you indicate your acceptance of the terms, as indicated
in Section 3, and shall continue indefinitely or until written notice
by CII terminating this agreement is received. Upon the termination
of this Agreement, Recipient shall promptly return to CII, or certify
destruction of, all full or partial copies of the Product and related
materials provided by CII. Section 5 shall survive termination or
expiration of this Agreement with respect to any information that
has not been made public by CII as of the commercial release of
the Product.
3) ACCEPTANCE OF THE TERMS. The Recipient accepts the terms of this
agreement upon opening the packaging of the Product.
4) COST. Recipient shall bear all expenses relating to the creation
and shipment of the Product to Recipient’s place of business.
Recipient will also pay any return transportation expenses.
5) PRODUCT MAINTENANCE. CII is not obligated to provide maintenance
or updates to Recipient for the Product.
6) CONFIDENTIALITY. The Product and related information is proprietary
and confidential information to CII and its suppliers. Recipient
agrees not to disclose or provide the Product, documentation, or
any related information (including the Product features or the results
of use or testing) to any third party or use the Product for any
purpose other than as provided in this Agreement. However, Recipient
may disclose confidential information in accordance with judicial
or other governmental order, provided Recipient shall give CII reasonable
written notice prior to such disclosure and shall comply with any
applicable protective order or equivalent. Further, Recipient shall
not be obligated to maintain the confidentiality of information
which Recipient can prove (1) is already known to Recipient without
an obligation to maintain the same as confidential; (2) becomes
publicly known through no wrongful act of Recipient; (3) is rightfully
received from a third party without breach of an obligation of confidentiality
owed to CII; or (4) is independently developed by Recipient. This
provision shall survive the termination or expiration of this Agreement
with respect to any information that has not been made public by
CII as of the commercial release of the Product.
7) DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient.
The PRODUCT is provided "AS IS" WITHOUT WARRANTY OF ANY
KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYBERDYNE
INDUSTRIES, INC. FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING
OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS
WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL CYBERDYNE INDUSTRIES, INC. OR ITS SUPPLIERS BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL,
PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS
OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF
THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN
IF CYBERDYNE INDUSTRIES, INC. HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO RECIPIENT.
8) GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be governed
by the laws of the State of Georgia and Recipient further consents
to jurisdiction by the state and federal courts sitting in the State
of Georgia. If either CII or Recipient employs attorneys to enforce
any rights arising out of or relating to this Agreement, the burden
of all attorneys’ fees falls on the Recipient.
9) U.S. GOVERNMENT RESTRICTED RIGHTS. The Product is provided with
RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government
is subject to restrictions as set forth in subparagraph (c)(1)(ii)
of The Rights in Technical Data and Computer Software clause of
DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of the Commercial
Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable.
Manufacturer is CyberDyne Industries, Inc., P.O. Box 2009, Suwanee,
Georgia 30024.
10) EXPORT RESTRICTIONS. Recipient acknowledges that the Product
licensed hereunder is subject to the export control laws and regulations
of the U.S.A., and any amendments thereof. Recipient confirms that
with respect to the Product, it will not export or re-export it,
directly or indirectly, either to (i) any countries that are subject
to U.S.A export restrictions (currently including, but not necessarily
limited to, Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria);
(ii) any end user who Recipient knows or has reason to know will
utilize them in the design, development or production of nuclear,
chemical or biological weapons; or (iii) any end user who has been
prohibited from participating in the U.S.A. export transactions
by any federal agency of the U.S.A. government. Recipient further
acknowledges that the Product may include technical data subject
to export and re-export restrictions imposed by U.S.A. law.
11) ENTIRE AGREEMENT. This Agreement constitutes the complete and
exclusive agreement between CII and Recipient with respect to the
subject matter hereof, and supersedes all prior oral or written
understandings, communications or agreements not specifically incorporated
herein. This Agreement may not be modified except in writing signed
by both the president of CII and Recipient.
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