NOTICE TO USER: THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Cartesian Products, Inc. ("Cartesian") end user license agreement (the "Agreement") accompanies a Cartesian software product incorporating proprietary image compression technology (hereinafter referred to as the "Software"), which technology has applications for image storage and transmission. This copy of the Software is licensed to you as the end user, under the following legally binding agreement, as of the date on which you retrieve or otherwise acquire the Software (the "Effective Date").
1. GRANT OF LICENSE. Cartesian grants you a non-exclusive license to use, but not to sell or otherwise distribute, the Software on a single computer residing on your premises. Cartesian retains all title and ownership of the Software. When the Software is loaded into the computer's temporary memory (e.g., RAM) it shall be considered to be in use.
The Software provides for image format conversion ("IFC"), allowing the user to save the currently displayed image document in a number of different ways. Each IFC operation must be initiated directly by a human being, using the user interface of the Software. In particular, you may not use automated program execution, such as scripts, to access the IFC capabilities of the Software.
2. TERMINATION. The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must cease use of the Software. The following provisions shall survive the termination of this Agreement: 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11.
3. COPYRIGHTS. You acknowledge that the Software is owned by Cartesian or its suppliers and is protected by United States copyright laws and international treaty provisions. You agree not to make any copies of the Software, except as is necessary to use the Software in accordance with Section 1 and as Cartesian is required to allow you to make under applicable law.
4. RESTRICTIONS. You may not modify or change the Software in any manner. You may not reverse engineer, decompile, or disassemble the Software. You may not tamper with any metering or disabling procedures used by the Software.
5. LIMITED WARRANTY. Cartesian warrants that for a period of ninety (90) days from the date of acquisition, the Software, if operated as directed, will substantially achieve the functionality described in the associated written documentation made available by Cartesian (the "Documentation"). Cartesian also warrants that the media containing the Software, if provided by Cartesian, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. Cartesian's sole liability for any breach of this warranty shall be, in Cartesian's sole discretion: (i) to replace your defective media; or (ii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of shipment to you of the repaired or replaced Software, or (b) Cartesian advised you how to operate the Software so as to achieve the functionality described in the Documentation. Only if you inform Cartesian of your problem with the Software during the applicable warranty period and provide evidence of the date you purchased a license to the Software will Cartesian be obligated to honor this warranty. Cartesian will use reasonable commercial efforts to repair, replace, advise or refund pursuant to the foregoing warranty within 30 days of being so notified.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY CARTESIAN. CARTESIAN MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE DURATION OF IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SUCH LIMITATIONS MAY NOT APPLY TO YOU. NO CARTESIAN DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used as described in the Documentation.
6. LIMITATION OF LIABILITIES. CARTESIAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF CARTESIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. SEVERABILITY. If any provision of this Agreement shall be held to be void, invalid, or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
8. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. You shall not have the right to assign your interests in this Agreement to any other party, unless the prior written consent of Cartesian is obtained.
9. ENTIRE AGREEMENT. This instrument contains the entire Agreement between the parties hereto. No verbal agreement, conversation, or representation between any officers, agents, or employees of the parties hereto, either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained.
10. WAIVER OF COMPLIANCE. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
11. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Massachusetts.