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You should carefully read the following terms and conditions. If you do not
consent to be bound by this License Agreement, you must promptly return
the unopened package to the person from whom you purchased it within
fifteen (15) days from date of purchase and your money will be refunded to
you by that person. If the person from whom you purchased this Software
fails to refund your money, contact HONEYWELL immediately at the
address shown above.
Important: This Software is security related. Access should be limited to
authorized individuals.
1. GRANT OF LICENSE. Subject to all terms and conditions hereof of Honeywell
International Inc. acting through its Security group ("HONEYWELL") does hereby
grant to the purchaser (the "Licensee") upon payment in full of the published
license fee, or other license fee agreed to in writing (the "License Fee") a
nontransferable, non exclusive license to use the enclosed software ("Licensed
Programs") provided herewith in Licensee's own business on a single computer
for a term commencing on the date of payment in full of the License Fee and
continuing in perpetuity unless terminated in accordance with the terms hereof.
2. PROPRIETARY RIGHTS. License hereby acknowledges that the Licensed
Programs including the algorithms contained therein are proprietary to
HONEYWELL. Licensee shall not sell, transfer, disclose, display or otherwise
make available any Licensed Programs or copies or portions thereof to any other
entity. Licensee agrees to secure and protect the Licensed Programs so as to
maintain the proprietary rights of HONEYWELL therein, including appropriate
instructions to and agreements with its employees.
3. DOCUMENTATION. The documentation supplied with the Licensed Programs
is the copyright property of HONEYWELL.
circumstances divulge or permit to be divulged such documentation to any other
entity.
4. COPIES. Licensee shall not copy in whole or in part the Licensed Programs
or documentation provided however that Licensee shall be permitted to make one
(1) copy of the Licensed Programs solely for backup purposes provided that all
proprietary notices are reproduced thereon. Any such copy shall remain part of
the Licensed Programs and shall be subject to this agreement.
5. OBJECT CODE. Licensee understands and acknowledges that the Licensed
Programs consist of object code only and that HONEYWELL shall not supply
source code versions of the Licensed Programs. Licensee shall not create or
attempt to create by de-compilation or otherwise, the source code for the
Licensed Programs, or any part thereof.
6. SECURITY. Licensee acknowledges that the Licensed Programs are security
related and access to the Licensed Software should be limited to authorized
individuals.
Licensee assumes full responsibility for use of the Licensed
Programs whether by authorized or unauthorized individuals. Licensee agrees
that the License Fee has been set in reliance upon the limitation on liability
contained herein and that such provisions are fair and not unconscionable.
HONEYWELL does not represent that the Licensed Programs may not be
compromised or circumvented, that the Licensed Programs will prevent any
personal injury or property loss by burglary, robbery, fire or otherwise, or that the
Licensed Programs will in all cases provide adequate warning or protection.
Licensee understands that a properly installed and maintained alarm may only
reduce the risk of burglary, robbery or fire without warning, but is not insurance or
a guarantee that such will not occur or that there will be no personal injury or
property loss as a result.
7.
DISCLAIMER OF WARRANTIES. HONEYWELL does not warrant that the
Licensed Programs will meet your requirements, that operation of the Licensed
Programs will be uninterrupted or error-free, or that all Licensed Programs' errors
will be corrected.
The entire risk as to the quality and performance of the
Licensed Programs is with you.
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT
ARE
DISCLAIMED.
INFORMATION OR ADVICE GIVEN BY HONEYWELL, ITS EMPLOYEES,
DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF
THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. SOME
JURISDICTIONS
DO
NOT
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN
THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO
NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE LICENSED
PROGRAMS. This warranty gives you specific legal rights. You may have other
rights, which vary from state to state.
Rev. B
SOFTWARE LICENSE AGREEMENT
Honeywell International Inc.
165 Eileen Way, Syosset, NY 11791
Licensee shall not under any
THE IMPLIED WARRANTIES OF
NO
ORAL
OR
ALLOW
THE
EXCLUSION
8. LIMITATION OF REMEDIES. Licensee's exclusive remedy shall be either the
replacement of any diskette or other media not meeting the limited warranty set
forth above and which is returned to HONEYWELL with a copy of Licensee's paid
invoice or, if HONEYWELL is unable to deliver a replacement that is free of
defects, Licensee may terminate this Agreement by returning the Licensed
Programs and thereupon the License Fee shall be refunded. HONEYWELL shall
have no obligation under this Agreement if the Licensed Programs are altered or
improperly repaired or serviced by anyone other than HONEYWELL factory
service. For warranty service, return Licensed Programs transportation prepaid,
to HONEYWELL Factory Service, 165 Eileen Way, Syosset, New York 11791.
9. LIMITATION OF LIABILITY. REGARDLESS OF WHETHER ANY REMEDY
SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN
NO EVENT WILL HONEYWELL OR ITS SUPPLIERS BE LIABLE TO YOU 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 LICENSED PROGRAMS OR ANY DATA
SUPPLIED THEREWITH EVEN IF HONEYWELL OR ANYONE ELSE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
CLAIM BY ANY OTHER PARTY. THIS PROVISION IS INCLUDED FOR THE
BENEFIT OF HONEYWELL AND ITS LOCAL REPRESENTATIVES, AND IS
ENFORCEABLE BY EACH OF THEM.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION
OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE
ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IN NO CASE SHALL THE LIABILITY OF THE LICENSED PROGRAMS'
PROVIDERS OR OF HONEYWELL EXCEED THE PURCHASE PRICE PAID
FOR THE PRODUCT.
10. REGISTRATION. In order to qualify to receive notification of HONEYWELL
updates to the Licensed Programs,
Registration Form to HONEYWELL within twenty (20) days from date of
purchase.
Notwithstanding, HONEYWELL is under no obligation to release
updates to the Licensed Programs.
11.
TERMINATION.
provision of this agreement, HONEYWELL shall have the right to terminate the
license granted hereby by written notice to Licensee. Upon such termination
Licensee shall immediately turn over to HONEYWELL all copies of the Licensed
Programs and any documentation supplied in connection therewith.
remedy shall be in addition to and cumulative to any other remedies
HONEYWELL may have at law or in equity with respect to such breach or non-
compliance.
12. GENERAL. This agreement is the complete and exclusive statement of the
understanding of the parties hereto with respect to the transaction contemplated
hereby and supersedes any and all prior proposals, understandings and
agreements. This Agreement may not be modified or altered except by a written
instrument
signed
HONEYWELL, its rights, duties or obligations under this Agreement to any person
or entity, in whole or in part. If any provision of this Agreement is invalid under
any applicable stature or rule of law it is to that shall be governed by the laws of
the State of New York and the sole venue for suit shall be in an appropriate state
or federal court located in the State and City of New York.
HONEYWELL to exercise in any respect any rights provided for herein shall not
be deemed a waiver of such right or any further Agreement may be brought more
than two (2) years after the date such cause of action shall have arisen.
HONEYWELL shall have the right to collect from Licensee any expensed incurred
including attorneys' fees in enforcing its right under this agreement.
WRITTEN
OF
IMPLIED
vii
Licensee must complete and return a
Upon the breach or non-compliance with any term or
by
Licensee
and
an
authorized
HMXMC001013
Such
representative
of
The failure of
31-Mar-06
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