READ CAREFULLY THIS END USER LICENSE AGREEMENT BEFOREaccessing, receiving, downloading, syncing, using, or possessing ORcontinuing to access, receive, download, sync, use or possessSoftware, Documentation or Data. The Grant of License containsLIMITATIONS and RESTRICTIONS on your right to access and/or use theSoftware,
1. License.
GTBM Inc. ("GTBM") hereby grants to End User, and the EndUser hereby accepts, subject to the terms and conditions set forthin this Agreement, a non-transferable, non-exclusive license to usethe Info-Cop(R) E-Ticket software (the "Software") subject to theterms and conditions of this agreement. The End User acknowledgesthat it has no rights in the Software, except as specificallyprovided in this Agreement. Acceptance of the terms of this Licenseshall extend all of the terms to any Agency through which End Userhas been authorized to use this Software, as though the End User'sAgency was also an End User.
These terms also apply to any GTBM updates or supplements.The Software is licensed on a per copy per device basis. End Usermay install one copy of the Software on one device. That device isthe "licensed device." The Software is licensed, not sold. End Usermay use the Software only as expressly permitted in this agreement.In doing so, End User must comply with any technical limitations inthe Software that only allow End Users to use it in certain ways.
2. Uses Not Permitted.
The End User's use of the Software is subject to each of thefollowing restrictions and limitations. The End User agrees that itshall not:
- Transfer the Software electronically from one centralprocessing unit ("CPU") to another.
- Modify, adapt, translate or create derivative works.
- Make copies of the Software except as provided in Section3, Backup Copies, of this Agreement.
- Remove or modify any software markings or notices ofproprietary rights.
- Grant sub-licenses, leases or other rights to theSoftware.
- Distribute in any fashion the End User's copy of theSoftware.
- Reverse engineer, decompile, disassemble or otherwiseattempt to learn the source code, structure, algorithms or ideasunderlying the Software.
- Work around any technical limitations in the Software.
- Use the Software in any way that is against the law.
- Rent, lease or lend the Software.
3.1 Confidentiality.
a) End User acknowledges that the Software constitutes tradesecrets and Confidential Information of GTBM.
b) GTBM retains the right to seek copyright protection forthe Software or any copyrightable material. End User shall notremove any copyright or proprietary rights notice included in anymaterials furnished in connection with this Agreement.
c) End User will take all necessary actions to protectConfidentiality in relation to the Software.
4. Backup Copies.
The End User may make back-up copies strictly for itsdisaster recovery. All such copies shall be subject to all of theterms and conditions of this Agreement. The End User shall maintaina written record at all times of the location of all back-upcopies.
5. Termination.
GTBM may terminate all licenses granted hereunder in theevent of the failure by the End User to comply with any term orcondition of this Agreement. Termination shall be effective onwritten notice by GTBM to the End User. Upon termination, the EndUser shall destroy all copies of the Software then in itspossession or under its control and certify such destruction withinfive (5) days following receipt of GTBM's termination notice.
6. Warranties.
(a) GTBM warrants that End-User's use of Software has beencertified by the New Jersey Office of the Administrator of Courts(AOC) and shall remain compliant with AOC standards throughout itsuse.
(b) GTBM warrants that the Software shall be free fromdefects in materials or workmanship and errors. GTBM further agreesto furnish, promptly and without additional charge, all labor andparts necessary to remedy any such defect or error, which does notaffect AOC compliance, called to its attention in writing no laterthan six (6) months after installation of the Software.
(c) GTBM's OBLIGATIONS FOR BREACH OF WARRANTY SHALL BELIMITED TO CORRECTION OR REPLACEMENT OF THAT PORTION OF THESOFTWARE WHICH FAILS TO CONFORM TO SUCH WARRANTY. IN NO EVENT SHALLGTBM OR ITS LICENSORS BE LIABLE FOR SPECIAL, INCIDENTAL, ORCONSEQUENTIAL DAMAGES INCLUDING ANY DAMAGES RESULTING FROM LOSS OFUSE, OR LOSS OF DATA ARISING OUT OF OR IN CONNECTION WITH THE USEOF THE SOFTWARE. GTBM SHALL HAVE NO RESPONSIBILITY TO CORRECT ANYDATABASE ERRORS OR ANY ERRORS OR DAMAGES CAUSED BY OR ARISING OUTOF HARDWARE DEFECTS OR INPUT ERRORS OR USE OF THE SOFTWARE IN WAYSFOR WHICH IT WAS NOT DESIGNED. IN NO EVENT SHALL GTBM BE LIABLE FORANY BREACH OF WARRANTY UNLESS WRITTEN NOTICE THEREOF IS GIVEN TOGTBM WITHIN SIX MONTHS AFTER INSTALLATION OF THE SOFTWARE. GTBM'sWARRANTY OBLIGATIONS SHALL BE VOID IF: (I) THE END USER MODIFIESTHE SOFTWARE WITHOUT THE PRIOR WRITTEN CONSENT OF GTBM OR (II) THENON CONFORMANCE OF THE SOFTWARE IS DUE TO ITS MISUSE OR NEGLIGENCEOR OTHERWISE CAUSED BY A BREACH OF END USER'S OBLIGATIONSHEREUNDER; OR (III) THE END USER FAILS TO FOLLOW IN ALL MATERIALRESPECTS WRITTEN INSTRUCTIONS OF GTBM; OR (IV) THE SOFTWARE IS USEDWITH OTHER INCOMPATIBLE PRODUCTS OR SERVICES. THIS WARRANTY DOESNOT COVER PROBLEMS CAUSED BY END USER ACTS (OR FAILURES TO ACT),THE ACTS OF OTHERS, OR EVENTS BEYOND GTBM'S REASONABLE CONTROL.
(d) GTBM or its licensors shall defend any claim orproceeding brought against the End User to the extent that it isbased on an assertion that the End User's use of the Software underthis Agreement constitutes an infringement of any United Statespatent, copyright, trade secret, trademark, or other propertyinterest rights, and shall indemnify the End User against allcosts, damages and expenses finally awarded against the End Userwhich are attributable to such claim, provided that the End Usernotifies GTBM promptly in writing of any such claim or proceedingand gives GTBM full and complete authority, information andassistance to defend such claim or proceeding and further providedthat GTBM shall have sole control of the defense of any claim orproceeding and all negotiations for its compromise or settlement.In the event that the Software is finally held to be infringing andits use by the End User is enjoined, GTBM or its licensors shall,at its election: (i) procure for the End User the right to continueto use the Software; (ii) modify or replace the Software so that itbecomes non-infringing; or (iii) return to the End User the feepaid under this Agreement, less an allowance for use of theSoftware by the End User, prorating the useful life of the Softwareover a five (5) year period. GTBM shall have no liability hereunderif the End User modifies the Software in any manner and suchmodification is determined by a court of competent jurisdiction tobe a contributing cause of the infringement or if the End User usesthe Software in a manner contrary to the provisions of thisAgreement or in conjunction with unauthorized equipment. Theforegoing states GTBM's and its licensors entire liability, and theEnd User's exclusive remedy, with respect to any claims ofinfringement of any copyright, patent, trade secret, trademark, orother property interest rights by the Software, any part thereof orthe use thereof.
(e) THE WARRANTIES CONTAINED IN THIS SECTION 6 ARE IN LIEU OFALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUTLIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE. GTBM's EXPRESS WARRANTIES SHALL NOT BEENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITYSHALL ARISE OUT OF, GTBM's RENDERING OF TECHNICAL OR OTHER ADVICEOR SERVICE IN CONNECTION WITH THE SOFTWARE.
7. Miscellaneous.
This Agreement shall be governed by the laws of the State ofNew Jersey. This Agreement and any exhibits thereto constitute theentire agreement related to the Software and supersede all prioragreements, understandings, negotiations and discussions betweenthe parties in connection therewith, whether oral or written. EndUser may not assign the Agreement or the license granted by itwithout the express, written consent of GTBM. Except as otherwiseprovided in the Agreement, notices, demands, requests or othercommunications which are given or required pursuant to theAgreement shall be in writing and shall be delivered by firstclass, registered or certified mail, postage prepaid, or by hand(including third-party courier or nationally recognized overnightservice) or facsimile to a party's primary address. Each partyagrees to provide the other notice of any address change. If anyterm of the Agreement is found to be invalid or unenforceable, theremaining provisions will remain effective. If either party failsto require performance by the other party of any provision, itshall not affect the right to require performance at any timethereafter nor shall it be held to be a waiver of the provisionitself. Pursuit of any remedy hereunder or under applicable law byeither party shall not prevent such party from pursuing any otheravailable remedy and shall not operate as an election of remedies.Except for payment obligations, neither party will be responsiblefor performance of its obligations hereunder where delayed orhindered by war, terrorism, riots, embargoes, strikes or acts ofits vendors, suppliers, accidents, acts of God or any other eventbeyond its reasonable control. End User acknowledges and agreesthat, due to the unique nature of the Software there can be noadequate remedy at law for a material breach of the Agreement andthat such breach would cause irreparable harm to GTBM or itslicensors; therefore, GTBM or its licensors shall be entitled toseek immediate equitable relief, in addition to whatever remediesGTBM or its licensors might have at law or under the Agreement.
