Java System Solutions Shrink Wrap Software License
1. This End User License and Maintenance Agreement (“Agreement”) is between J System Solutions Limited (“J SYSTEM SOLUTIONS LIMITED”) and you, whether an individual or business entity, the customer (“Licensee”). This Agreement contemplates that Licensee has submitted a written or electronic document identifying the software to be licensed (“Order”) and that Licensee is acquiring such licenses via electronic distribution. All Software identified on such Orders shall be accepted when the Software is made available for electronic download by J SYSTEM SOLUTIONS LIMITED, or in the event of a physical shipment, on the date of shipment of the Software.
2. Subject to Licensee’s compliance with the terms in this Agreement, J SYSTEM SOLUTIONS LIMITED hereby grants Licensee a non-transferrable, nonexclusive, perpetual license to use, in object code form only, the J SYSTEM SOLUTIONS LIMITED software programs, including updates and new versions delivered by J SYSTEM SOLUTIONS LIMITED to Licensee, if any under Maintenance (the “Software”), along with all accompanying written materials describing the use and operation of the Software (the “Documentation”). All rights not expressly granted herein are retained by J SYSTEM SOLUTIONS LIMITED.
2.1. Licensee agrees to NOT: (a) disassemble, reverse engineer, decompile or otherwise attempt to derive any Software source code from object code; (b) unless permitted expressly by J SYSTEM SOLUTIONS LIMITED in writing, distribute or provide the Software to any third party; (c) provide a third party with the results of any functional evaluation, benchmarking or performance tests, without J SYSTEM SOLUTIONS LIMITED’s prior written approval; (d) attempt to disable or circumvent any of the licensing mechanisms within the Software; (e) use or otherwise burden any Software beyond the type and number of licenses stated in the Order for the Software; (f) violate any other usage restrictions contained in the Software installation instructions or release notes; (g) Licensee may not prepare any derivative work of the Software or Documentation or remove any product identification, copyright, trademark or other notice.
2.2. J SYSTEM SOLUTIONS LIMITED enables the XML Gateway Software on a server through the use of an encrypted alphanumeric string provided separately to Licensee (a “License Key”). Licensee may not install the XML Gateway Software on more than one server for each License Key it acquires from J SYSTEM SOLUTIONS LIMITED. Licensee may not allow access to any individual in excess of the number of individuals contemplated by the licenses purchased pursuant to all applicable Orders. If Licensee desires to move the Software to a different server, J SYSTEM SOLUTIONS LIMITED shall provide a new License Key for a nominal fee unless Licensee is a current Maintenance subscriber.
3. Licensee shall pay for the Software prior to delivery unless J SYSTEM SOLUTIONS LIMITED or Licensee’s direct supplier, if applicable, has separately provided Licensee with credit terms, in which case Licensee shall pay for the Software no later than the last day provided for in such credit terms. Licensee shall pay a late charge equal to the highest amount allowed by law on all amounts not paid when due. Licensee acknowledges that the J SYSTEM SOLUTIONS LIMITED Software detailed in the Order, including but not limited to updates and enhancements that may be provided to Licensee pursuant to this Agreement, may be transmitted to Licensee via an electronic medium. It is the responsibility of Licensee to verify that Software is received via an electronic medium. Licensee agrees to provide J SYSTEM SOLUTIONS LIMITED with documentation reasonably satisfactory to J SYSTEM SOLUTIONS LIMITED supporting that the designated Software was received electronically.
4. Licensee acknowledges that the Software and Documentation are protected by international copyright law. The Software’s design, processes and source code are the property of J SYSTEM SOLUTIONS LIMITED. Except for those rights expressly granted by this Agreement to Licensee, J SYSTEM SOLUTIONS LIMITED retains and owns all rights, title and interests in and to all the Software and Documentation, and Licensee shall have no right, title or interest in or to any of the Software and Documentation, including without limitation, all intellectual property rights. Licensee agrees to use all reasonable efforts to prevent the unauthorized use, copying, publication or dissemination of the Software.
5. J SYSTEM SOLUTIONS LIMITED may: (i) terminate any or all licenses if Licensee fails to pay any applicable fees due under that Order within 30 days of non-payment; and/or (ii) terminate this Agreement in whole or in part and all licenses if Customer commits any other material breach of this Agreement and fails to correct the breach within 30 days after J SYSTEM SOLUTIONS LIMITED notifies the Customer. Upon any termination, the Licensee will immediately uninstall and stop using the Software, and upon J SYSTEM SOLUTIONS LIMITED’s request, the Licensee will immediately return such Software together with all related Documentation and copies, or certify its destruction in writing.
6. With the exception for evaluation and beta test licenses, J SYSTEM SOLUTIONS LIMITED warrants that the Software will perform in general accordance with its Documentation for a period of one (1) year from the Order date. The warranty will not apply to problems caused by software other than J SYSTEM SOLUTIONS LIMITED Software, hardware not supplied by J SYSTEM SOLUTIONS LIMITED, or misuse of the Software. J SYSTEM SOLUTIONS LIMITED’s entire liability for breach of this warranty is: J SYSTEM SOLUTIONS LIMITED’s use of commercially reasonable efforts to resolve defects covered by the warranty or replacement of the defective Software within a reasonable time, or if J SYSTEM SOLUTIONS LIMITED cannot resolve or replace such defective Software, then J SYSTEM SOLUTIONS LIMITED will refund the amount paid by Licensee for that SoftwJ SYSTEM SOLUTIONS LIMITEDare. J SYSTEM SOLUTIONS LIMITED’s obligations are conditioned upon Licensee’s providing J SYSTEM SOLUTIONS LIMITED written notice during the warranty period describing the nature of such claim and full cooperation including access to the Software in resolving any claim. Except for the stated warranties within this agreement, J SYSTEM SOLUTIONS LIMITED disclaims all other warranties, including without limitation, the implied warranties of merchantability, fitness for purpose and non-infringement. J SYSTEM SOLUTIONS LIMITED does not warrant that the operation of the software will be uninterrupted or error free, or that all defects can be corrected.
7. “Maintenance” is available through J SYSTEM SOLUTIONS LIMITED for an additional fee on an annual basis. J SYSTEM SOLUTIONS LIMITED will use commercially reasonable efforts to provide Maintenance for the most current releases and version of the Software as follows: (i) for malfunctions, J SYSTEM SOLUTIONS LIMITED provides bug fixes, patches or workarounds in order to cause the Software to operate in substantial conformity with its then-current operating Documentation that are commercially reasonable and (ii) J SYSTEM SOLUTIONS LIMITED provides new releases or versions, to the extent they are furnished to all other enrolled Maintenance customers without additional charge.
7.1. Once enrolled in Maintenance, Licensee will then be invoiced annually for Maintenance services. Licensee may cancel its enrolment in Maintenance by giving notice of such cancellation at least thirty (30) days prior to the anniversary date of Maintenance. If Maintenance is terminated by the Licensee, they may re-enroll in Maintenance by paying a reinstatement fee to be agreed in negotiation with J SYSTEM SOLUTIONS LIMITED. J SYSTEM SOLUTIONS LIMITED reserves the right to discontinue Maintenance services for the Software.
8. Under no circumstances may J SYSTEM SOLUTIONS LIMITED be liable for any indirect, incidental, punitive or consequential damages arising out of this Agreement or the Software, even if J SYSTEM SOLUTIONS LIMITED has been advised of the possibility of such damages. J SYSTEM SOLUTIONS LIMITED’s sole liability under or in relation to this agreement (whether for negligence, breach of contract or otherwise) shall be limited to an amount equal to one hundred percent (100%) of the fee paid to J SYSTEM SOLUTIONS LIMITED for the Software. J SYSTEM SOLUTIONS LIMITED shall not be liable (whether for breach of contract, negligence or for any other reason) for any loss of profits, loss of sales, loss of revenue, loss of any software or data, loss of bargain, loss of opportunity, loss of use of computer equipment, software or data, loss of or waste of management or other staff time, failure to meet anticipated savings, or for any indirect, consequential or special loss (however arising).
9. Annually, upon J SYSTEM SOLUTIONS LIMITED’s request with 10 days notice, Licensee shall cooperate with, and allow, J SYSTEM SOLUTIONS LIMITED to audit the usage of J SYSTEM SOLUTIONS LIMITED Software installed to ensure compliance with applicable license restrictions. Licensee shall promptly pay J SYSTEM SOLUTIONS LIMITED at current list price for all licenses required for compliance.
10. This proposal, together with each Purchase Order, constitute the entire agreement between Licensee and J SYSTEM SOLUTIONS LIMITED and supersede any prior or parallel negotiations or agreements, whether oral or written, concerning this subject matter. The terms of any Licensee Purchase Order, other than product, price, and quantity information, are rejected.