TOSHIBA AMERICA INFORMATION SYSTEMS, INC. (
“
TAIS
”
)
Telecommunication Systems Division License Agreement
IMPORTANT: THIS LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND TAIS. CAREFULLY READ THIS LICENSE AGREEMENT. USE OF ANY
SOFTWARE OR ANY RELATED INFORMATION (COLLECTIVELY, “SOFTWARE”) INSTALLED ON OR SHIPPED WITH A TAIS DIGITAL SOLUTIONS PRODUCT OR OTHERWISE MADE AVAILABLE TO
YOU BY TAIS IN WHATEVER FORM OR MEDIA, WILL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS, UNLESS SEPARATE TERMS ARE PROVIDED BY THE SOFTWARE SUPPLIER. IF
YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, COPY OR USE THE SOFTWARE AND PROMPTLY RETURN IT TO THE LOCATION FROM WHICH YOU
OBTAINED IT IN ACCORDANCE WITH APPLICABLE RETURN POLICIES. EXCEPT AS OTHERWISE AUTHORIZED IN WRITING BY TAIS, THIS SOFTWARE IS LICENSED FOR DISTRIBUTION
THROUGH TAIS AUTHORIZED CHANNELS ONLY TO END-USERS PURSUANT TO THIS LICENSE AGREEMENT.
1. License Grant. The Software is not sold; it is licensed upon payment of applicable charges. TAIS grants to you a personal, non-transferable and non-exclusive right to use the copy of the Software
provided under this License Agreement. You agree you will not copy the Software except as necessary to use it on one TAIS system at a time at one location. Modifying, translating, renting, copying,
distributing, printing, sublicensing, transferring or assigning all or part of the Software, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the
Software is strictly prohibited except as permitted by applicable law; you agree violation of such restrictions will cause irreparable harm to TAIS and provide grounds for injunctive relief, without notice,
against you or any other person in possession of the Software. You and any other person whose possession of the software violates this License Agreement shall promptly surrender possession of the
Software to TAIS, upon demand. Furthermore, you hereby agree not to create derivative works based on the Software. TAIS reserves the right to terminate this license and to immediately repossess the
software in the event that you or any other person violates this License Agreement. Execution of the Software for any additional capabilities require a valid run-time license.
2. Intellectual Property. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain
the exclusive property of TAIS and/or its suppliers, and you will not acquire any rights to the Software, except the license expressly set forth above. You will not remove or change any proprietary notices
contained in or on the Software. The Software is protected under US patent, copyright, trade secret, and/or other proprietary laws, as well as international treaties. Any transfer, use, or copying of the
software in violation of the License Agreement constitutes copyright infringement. You are hereby on notice that any transfer, use, or copying of the Software in violation of this License Agreement constitutes
a willful infringement of copyright.
3. No Reverse Engineering. You agree that you will not attempt, and if you employ employees or engage contractors, you will use your best efforts to prevent your employees and contractors from
attempting to reverse compile, reverse engineer, modify, translate or disassemble the Software in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein
will result in the automatic termination of this license and the reversion of the rights granted hereunder back to TAIS.
4. Limited Warranty. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAIS AND ITS SUPPLIERS
DISCLAIM ALL WARRANTIES WITH REGARD TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, THE WARRANTY OF YEAR 2000 COMPLIANCE, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS
TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. NEITHER TAIS NOR ITS SUPPLIERS WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET
YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. HOWEVER, TAIS WARRANTS THAT ANY MEDIA ON WHICH THE
SOFTWARE IS FURNISHED IS FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF DELIVERY TO
YOU.
5. Limitation Of Liability. TAIS’ ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS LICENSE AGREEMENT SHALL BE AT TAIS’ OPTION REPLACEMENT OF THE MEDIA OR
REFUND OF THE PRICE PAID. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TAIS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR INDIRECT DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION/DATA, OR ANY
OTHER PECUNIARY LOSS OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF TAIS OR ITS SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL TAIS OR ITS SUPPLIERS BE LIABLE FOR ANY CLAIM BY A THIRD PARTY.
6. State/Jurisdiction Laws. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR
THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU
SPECIFIC RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
7. Export Laws. This License Agreement involves products and/or technical data that may be controlled under the United States Export Administration Regulations and may be subject to the approval of the
United States Department of Commerce prior to export. Any export, directly or indirectly, in contravention of the United States Export Administration Regulations, or any other applicable law, regulation or
order, is prohibited.
8. Governing Law. This License Agreement will be governed by the laws of the State of California, United States of America, excluding its conflict of law provisions.
9. United States Government Restricted Rights. The Software is provided with Restricted Rights. The Software and other materials provided hereunder constitute Commercial Computer Software and
Software Documentation and Technical Data related to Commercial Items. Consistent with F.A.R. 12.211 and 12.212 they are licensed to the U.S. Government under, and the U.S. Government’s rights
therein are restricted pursuant to, the vendor’s commercial license.
10. Severability. If any provision of this License Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way
be affected or impaired.
11. No Waiver. No waiver of any breach of any provision of this License Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no
waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
12. Supplier Software. The Software may include certain software provided by TAIS suppliers. In such event, you agree that such supplier may be designated by TAIS as a third party beneficiary of TAIS with
rights to enforce the Agreement with respect to supplier’s software.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND THAT YOU UNDERSTAND ITS PROVISIONS. YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU
FURTHER AGREE THAT THIS LICENSE AGREEMENT CONTAINS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN YOU AND TAIS AND SUPERSEDES ANY PROPOSAL OR PRIOR
AGREEMENT, ORAL OR WRITTEN, OR ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.
Toshiba America Information Systems, Inc.
Telecommunication Systems Division
9740 Irvine Boulevard
Irvine, California 92618-1697
United States of America
DSD 020905
5932
