NECS entrée V4 SQL and RELATED ADD-ON MODULES

SOFTWARE END USER LICENSE AGREEMENT

 

THIS SOFTWARE END USER LICENSE AGREEMENT (“THIS AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOUR COMPANY (LICENSEE) AND NECS, INC., A CONNECTICUT "CLASS C" CORPORATION WITH ITS OFFICE LOCATED AT 322 EAST MAIN STREET, 3RD FLOOR, BRANFORD, CT 06405 (NECS).

THIS AGREEMENT GIVES YOU THE RIGHT TO USE entrée V4 SQL (THE “SOFTWARE”). BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.

1. Grant of License. This Agreement grants you a non-exclusive, nontransferable, non-sub licensable license to install and use one (1) copy of the specified version of the Software to be installed on your server and designated workstations based upon the user license count purchased.

2. Ownership. The Software is licensed and not sold to you. This Agreement grants you only the right to use the Software, but you do not acquire any rights, express or implied, in the Software other than those specified in this Agreement. NECS retains all rights, title, and ownership to the Software, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. The Software is protected by copyright laws, international treaty provisions, and other intellectual property laws. Therefore, other than as expressly set forth herein, you may not copy the Software without prior written authorization of NECS, except that you may make one (1) copy of the Software for your back-up purposes only. You may not edit any printed or electronic materials accompanying the Software.

3. License Restrictions. Except as provided otherwise herein, you shall not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Software. You shall not, and you shall not permit any third party, to reverse engineer, decompile, or disassemble the Software. You may not remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions from the Software. You may not modify or adapt the Software, merge the Software into another program or create derivative works based upon the Software. You may not copy the Software onto a greater number of workstations than your purchased user license count.

4. Termination. This Agreement shall be effective upon installation or first use of the Software and shall terminate (i) at the discretion of NECS, due to your failure to comply with any term of this Agreement; (ii) failure to pay Software Maintenance fees; or (iii) upon destruction of all copies of the Software and related materials provided to you by NECS hereunder. NECS rights and your obligations shall survive the termination of this Agreement.

5. Upgrades. NECS may, at its sole option, make upgrades to the Software available by general posting on a website or by any other means or methods. Such upgrades may be made available pursuant to the terms of this Agreement or the release of such upgrades to you may be subject to your acceptance of another agreement.

6. Support Services. Your license for the Software does not include any technical or other support ("Support Services") for the Software. Support Services are provided through a separate, paid agreement known as the "NECS Software Maintenance Agreement". Your continued use of the Software requires that you both maintain a current Software Maintenance Agreement with NECS and that you be current on the scheduled payments which are specified in that Agreement. Per Section 4 above, failure to comply with this requirement can result in termination of your license to use the Software.

7. Limited Software Warranty. The Software, Software maintenance services and Software updates, are provided "AS IS", without warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, or fitness for a particular purpose. NECS does not warrant that the functions contained in this Software will be uninterrupted or error-free. The entire risk as to the quality and performance of the Software is with the Licensee. SHOULD THE SOFTWARE PROVIDED BE DEFECTIVE, YOU (NOT NECS) ASSUME THE ENTIRE COST OF ALL-NECESSARY SERVICING, REPAIR, OR CORRECTION. WHILE EVERY PRECAUTION HAS BEEN TAKEN IN THE PREPARATION OF THIS SOFTWARE, NECS ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS, OR FOR DAMAGES RESULTING FROM ITS USE OR MISUSE. IN NO EVENT SHALL NECS BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY BY THIS SOFTWARE. IN NO EVENT WILL NECS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF NECS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

8. Notwithstanding the foregoing, NECS IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF THIS SOFTWARE.

9. Licensee agrees to defend and indemnify NECS and hold NECS harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee's business operations.

10. Refund Policy. We have a no refund policy on the Software and related software modules. We do this because we offer free, fully functional demonstration versions which allow you to use the Software before your decision to purchase. These demonstration versions allow you to trial test the Software risk-free. Also our software is provided without any copy restrictions, meaning that once it is installed, NECS has no means to ensure it is no longer being used.

11. Governing law. This License Agreement is governed by the law of the State of Connecticut applicable to Connecticut contracts.

Updated September 2016

This document covers system features of entrée V4 SQL. No part of this document may be reproduced in any form or by any means - graphic, electronic, or mechanical, including photocopying, recording, taping, or information storage and retrieval systems - without the written permission of NECS, Inc.

 

Please visit our website at www.necs.com to learn about our other add-on modules, products and services. Contact the NECS Sales Department at sales@necs.com or call 800.766.6327 (NECS) for more information.

 

NECS, Inc. 322 East Main St. 3rd Floor, Branford, CT 06405

Office Hours: Monday - Friday from 8:30AM EST - 5:30PM EST

Toll Free: 800.766.6327 (NECS) Phone: 475.221.8200   Fax: 203.208.0889

 

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