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SOFTWARE LICENSE AGREEMENT FOR CARDSCAN: Please read the following terms before continuing with this installation. This document is a legal agreement between the purchaser and/or end user (“You”), and CardScan ("CardScan") a United States company, located at 25 First Street, Suite 107, Cambridge MA 02141, USA. Where the purchaser and/or end user is entering into this Agreement and the License granted hereunder (“License") for the benefit of and/ or as agent for an employer or third party, You shall mean such employer or third party principal. By completing the installation process, You acknowledge that You have read, understood and agree to the terms and conditions of this Agreement with CardScan. If You are unwilling to accept the terms and conditions of this Agreement, You may not use the product but instead must abort the installation and return within ten (10) days the entire product with all components to the place of purchase with a receipt and You will receive a full refund of your purchase price. If You purchased the product on-line and do not accept these terms and conditions, You may not use the product and should go to www.cardscan.com/returns regarding return provisions. 1. License. CardScan hereby grants You a non-exclusive, non-transferable License to use the software in connection with the CardScan scanner ("Software") in machine-readable object code form only and its documentation ("Documentation”) for personal, non-commercial use (i.e., for Your own third party contact information) under the terms and conditions of this License. Unless terminated pursuant to Section 10 below, this License is granted for the duration of the intellectual property rights contained in the Software. Any services that CardScan may provide that are ancillary to the Software (for example, but not limited to CardScan.net and AccuCard) may be modified or terminated pursuant to separate Licenses that pertain to those services. Optional add-ons to the basic Software are NOT part of this License and are covered by separate Licenses that pertain to those add-ons. You own the diskette(s) or CD-ROM on which the Software is recorded and the Documentation, but CardScan retains title to the Software and the intellectual property rights contained within the Documentation. This License provides for the use of the Software by You (pursuant to a single user License, a multiple users License for which add-on licenses have been purchased as shall be designated on the order form). "User" means an individual natural person whose third party contact information is to be processed by the Software or an individual acting on behalf of the licensed individual or entity. The Software may not be used by anyone not associated with You. 2. Restrictions. This License allows You to exercise the rights granted herein. No other rights are granted. You may not use the Software for anything other than Your own third party contact information and save as expressly provided hereunder You may not rent, assign, lease, copy, share, resell or otherwise transfer any part of the Software or the Documentation to a third party. You may make a reasonable number of back-up copies of the Software as necessary for Your lawful use of the same. The Software contains CardScan's copyrighted material, confidential information and other proprietary material. You must reproduce the CardScan copyright notice and any other proprietary notices found on the original Software on all permitted copies of the Software. You shall not remove any notices, warnings or disclaimers from the Software. You shall not, without prior written permission from CardScan, nor permit anyone else, to decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, or to rent, lease, modify, network, distribute, loan, or create derivative works based upon the Software or the Documentation in whole or in part save to the extent any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary to achieve interoperability of independently created software with the Software as permitted under any applicable mandatory national laws. You undertake to treat as confidential and keep secret all information contained or embodied in the Software and the Documentation, save to the extent that the information (a) is or comes within the public domain through no action of Yours; (b) was already in the possession of either party prior to receipt of the information; and/or (c) is received from a third party free of restriction. Any and all information obtained during any unlawful reverse engineering and/or decompiling activities, including but not limited to, the organisation, logic, algorithms and processes of the Software, shall be deemed to be confidential and proprietary information of CardScan. Except to the extent permitted by applicable law You shall not make copies of the Documentation without prior written permission of CardScan. You shall not redistribute copies of the Documentation without the prior written permission of CardScan. If You receive the first copy of the Software electronically and a second copy on media, the second copy may be used for backup and archive purposes only. This License does not grant You any right to receive enhancements or updates to the Software or the Documentation, except those described in the original purchase offer. Enhancements and updates, if available, may be obtained by You at CardScan's then-current standard pricing, terms, and conditions. Title, ownership rights, and intellectual property rights to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives You no rights to such content. CardScan may furnish the Software and On-Line Help to You electronically or on media in machine-readable object code form. 3. Technical Support. For a period of ninety (90) days commencing on the date of CardScan's receipt of registration of this License, You will have access to technical support via telephone or electronic mail. 4. Limited Warranty of Diskettes and CD-ROM. If CardScan provides the Software on diskettes or CD-ROM, it will warrant the software diskettes or CD-ROM to be free from defects in materials and workmanship under normal use as permitted hereunder for a period of ninety (90) days from the date of purchase unless this License is terminated in accordance with Section 10 below in which case this warranty is terminated with immediate effect. CardScan's entire liability and Your exclusive remedy will be limited to replacement or repair of the defective diskettes or CD-ROM upon return to the place of purchase within the warranty period. CardScan will not be responsible for replacement of any diskette or CD-ROM damaged by accident, abuse or misapplication. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS ALL IMPLIED WARRANTIES ON THE SOFTWARE DISKETTES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, USE OF REASONABLE CARE AND SKILL AND FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF PURCHASE. THIS LIMITED WARRANTY DOES NOT CREATE ANY OBSTACLE TO ANY APPLICABLE LEGAL WARRANTY. If You purchased the CardScan scanner in France the following provisions apply. In accordance with Article L. 211-15 of the French Consumer Code, CardScan hereby draws Your attention to the following provisions of the law relating to the guarantee of products: Article L. 211-4 of the French Consumer Code:"The seller is required to deliver a product which conforms to the contract and is held liable for any lack of conformity existing upon delivery. The Seller is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if the Seller assumed responsibility therefor or had it carried out under its responsibility". Article L. 211-5 of the French Consumer Code: "To conform to the contract, the product must: 1. Be suitable for the purpose usually associated with such a product and, if applicable: - correspond to the description given by the seller and have the features that the seller presented to the buyer in the form of a sample or model; - have the features that a buyer might reasonably expect it to have considering the public statements made by the seller, the producer or his representative, including advertising and labelling; or 2. Have the features defined by mutual agreement between the parties or be suitable for any special requirement of the buyer which was made known to the seller and which the latter agreed to". Article L. 211-12 of the French Consumer Code: "Action resulting from lack of conformity lapses two years after delivery of the product". Article 1641 of the French Civil Code: "A seller is bound to a warranty on account of the latent defects of the thing sold which render it unfit for the use for which it was intended, or which so impair that use that the buyer would not have acquired it, or would only have paid a reduced price for it, had he known of them". Article 1648 of the French Civil Code: "The action resulting from the defects giving rise to the right to cancellation must be brought by the buyer within a period of two years following the discovery of such defect". 5. Limited Warranty for the Software. The following limited warranty extends only to the original end user of the Software and is effective for a period of ninety (90) days from the date of delivery (the “Limited Warranty Period”) as evidenced by a copy of the original purchase receipt. CardScan warrants that, during the Limited Warranty Period, the Software will perform in all material respects with the Documentation provided to You . You must report all defects and return the Software to the seller with a copy of the sales receipt or proof of purchase within such period to be eligible for warranty service. There is no warranty after the expiration of the Limited Warranty Period. If the Software fails to comply with this warranty, CardScan will, at its sole option and cost, either correct the deficiencies, replace the Software, or refund the fee paid for the Software. THE FOREGOING STATES CARDSCAN’S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR CARDSCAN’S BREACH OF WARRANTY. SUBJECT TO SECTIONS 4 & 5 ABOVE AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, THE STATED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS AND TERMS, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION THERETO, THE WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, USE OF REASONABLE CARE AND SKILL AND NONINFRINGEMENT. CARDSCAN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR FREE OF ERRORS OR BUGS. THE WARRANTIES ARE NON-TRANSFERABLE AND DO NOT APPLY INSOFAR AS THE SOFTWARE OR DOCUMENTATION IS SUBJECT TO MISUSE, NEGLECT OR ACCIDENT, IS COMBINED TO MATERIALS OR SOFTWARE NOT PROVIDED BY CARDSCAN OR THE SOFTWARE IS SUBJECT TO THIRD PARTY MODIFICATIONS. 6. Limitation of Liability. EXCEPT FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION CAUSING DEATH OR PERSONAL INJURY THROUGH NEGLIGENCE, LIABILITY FOR FRAUD OR THAT CARDSCAN HAS GOOD TITLE TO THE SOFTWARE) , UNDER NO CIRCUMSTANCES, SHALL CARDSCAN OR ITS SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, TURNOVER, ANTICIPATED SAVINGS, DATA OR INFORMATION, BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, EVEN IF CARDSCAN OR ITS AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS in no event shall CardScan's total liability to You for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid for the Software and the Documentation. 7. Assignment. This License may not be assigned, sublicensed or otherwise transferred by You, without CardScan's prior written consent. CardScan may sub-license, assign, charge or otherwise transfer any of its rights or obligations under this Agreement. 8. U.S. Government Restricted Rights. The Software and the Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the US Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is CardScan, 25 First Street, Suite 107, Cambridge, MA 02141, USA. 9. Export Controls. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was purchased. In particular, but without limitation, the Software may not be exported or re-exported (a) into any US embargoed countries or (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or the US Department of Commerce Denied Person’s List or Entity List. By using the Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Software and/or Documentation for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons. 10. Termination. This License may be terminated immediately by either party in the event of a breach of a material term by the other party that is not cured within thirty (30) days of written notice of the default. If this License is terminated, You and any permitted Users will immediately discontinue use of the Software and shall return all copies of the Software and its Documentation to CardScan within fourteen (14) days. You may also terminate this License at any time by destroying all copies of the Software and the Documentation. In no circumstances will You be entitled to a refund of the fees paid pursuant to this License. The provisions of Sections 4, 5 and 6, as well as Licensee's obligations to pay the agreed upon charges and fees shall survive the termination of this License. 11. General. The person accepting this License on Your behalf hereby acknowledges that he/she is authorised to do so and has read and understands it. This License represents the only statement of the terms relative to this License between the parties and supersedes any previous agreements or representations. To the extent that it pertains to the Software, this License may only be amended in writing, and must be executed by both parties. CARDSCAN IS NOT BOUND BY ANY PROVISION OF ANY PURCHASE ORDER OR ORDER FORM, UNLESS CARDSCAN SPECIFICALLY AGREES TO SUCH PROVISION IN WRITING. If any section of this License is held to be unenforceable for any reason, the section shall be reformed only to the extent necessary to make it enforceable. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. No term of this License is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this License. The section titles in the License are for convenience only and have no legal or contractual effect. 12. Governing Law and Statutory Rights This License shall be governed by the laws of the United States and the Commonwealth of Massachusetts, without regard for its conflicts of laws rules. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You may have statutory rights relating to the sale of consumer products. This License does not affect Your statutory rights, which You may assert in Your sole discretion.
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