THEREFORE END USER LICENSE AGREEMENT – valid only in the United States of America
Therefore License Agreement
This Therefore License Agreement (this “License”) is a legal agreement between you, the Customer (either an individual or an entity) and Therefore Corporation GmbH, Wiener Strasse 2/2, A-2340 Moedling, Austria, incorporated in Moedling, registered at the Court of Wiener Neustadt under FN 237129 w (“Therefore Corporation”). It applies to one or more of the following software items for which you have paid license fees and completed required license purchase documents: THEREFORE and associated modules and updates to any of the preceding items which are provided under the Maintenance and Support Agreement described in Section 6 below (“Licensed Software”). If Customer does not agree to the terms of this License, do not use the Licensed Software associated with this License and go to the place of purchase, whereany portion of the license fees paid will be refunded; if Licensed Software is used, Customer will be deemed to have accepted and agreed to these terms and conditions.
1. LICENSE. Therefore Corporation hereby grants to Customer a non-exclusive, non-transferable license to use the Licensed Software contained in the downloaded package (“Package”), together with the associated computer program documentation (“Documentation”) included with this Package, all in accordance with the terms and conditions of this License. The Licensed Software is typically used in a network environment in which client desktop computers and other client devices (“Client Computers”) are networked with a server computer (“Server Computer”), acting as an application and data server, connected to a multifunctional print device, scanner or other input-output device (“Licensed Device”) (“Associated Hardware”). The Licensed Software and Documentation are owned by Therefore Corporation or its suppliers and are protected by United States copyright laws, international treaty provisions and the copyright laws of other countries. Therefore Corporation and its suppliers retain title to and all copyright and other intellectual property rights in the Licensed Software and Documentation.
2. USE LIMITATIONS; CUSTOMER OBLIGATIONS. This License authorizes Customer to install the Licensed Software in the Package only on (a) the Licensed Devices for which a license was purchased, (b) as many Client Computers as are authorized by the License you have purchased and (c) the Server Computer configuration for which a license was purchased, in each case as shown in the completed required license purchase documents. This License authorizes Customer to use the Licensed Software only to the extent of the named, concurrent and read-only licenses Customer purchases.
Customer must inform each user of the Licensed Software of the terms and conditions of this License. For the purpose of this License, “use” means loading the Licensed Software into RAM, as well as installation on a hard disk or other storage device and also use of Licensed Software functionality by any of the available component access or execution modes. Customer may not modify, decompile, disassemble, reverse engineer or create derivative works of the Licensed Software. Customer may not make copies of the Licensed Software or Documentation, except that Customer may (a) make copies of components as reasonably needed to exercise the user rights Customer has licensed; (b) make one copy of the Licensed Software solely for backup or archival purposes, or (c) store the Licensed Software as required for customary periodic system backup or archival purposes, in each case including Therefore Corporation’s copyright and other intellectual property rights notices.
3. TERM. This License is effective upon Customer’s acceptance of it and will continue in effect until terminated either (a) by Customer at any time by notifying Therefore Corporation in writing or (b) automatically, upon Customer’s failure to comply with any term or condition of this license or to pay license fees when due. Upon termination, Customer agrees to destroy all copies of the Licensed Software and Documentation in Customer’s possession and to remove all copies of all components of the Licensed Software from the Client Computers and any other storage devices.
4. LIMITATION OF WARRANTIES. Customer assumes responsibility for the selection of the Licensed Software to achieve Customer’s intended results and for the installation and use of, and results obtained from, the Licensed Software. Therefore Corporation does not warrant that the functions contained in the Licensed Software will meet Customer’s requirements or that the operation of the Licensed Software will be uninterrupted or error free. NEITHER THEREFORE, ANY DEALER NOR CANON USA MAKES AND CUSTOMER RECEIVES NO EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE LICENSED SOFTWARE OR THE DOCUMENTATION OR ANY ASSOCIATED HARDWARE THAT MAY BE SOLD WITH THE LICENSED SOFTWARE, ALL OF WHICH ARE PROVIDED “AS IS.”
5. LIMITATION OF LIABILITY. NEITHER THEREFORE, ANY DEALER NOR CANON USA SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) PERTAINING IN ANY WAY TO THE LICENSED SOFTWARE, THE DOCUMENTATION, OR ANY STORAGE MEDIA, OR TO ANY OF THEREFORE’S OBLIGATIONS UNDER THIS LICENSE, EVEN IF THEREFORE, THE DEALER OR CANON USA HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR THEREFORE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF CUSTOMER’S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DEALER OR CANON USA.
6. REQUIREMENTS; DATABASE SOFTWARE. Customer is responsible for (i) acquiring, all hardware necessary to implement and operate the Licensed Software, including devices that meet the minimum memory, processor speed or type or other requirements published from time to time by Therefore Corporation or by the licensor of any third party software that is part of the Package; (ii) implementing not less than industry standard security procedures for privacy and other data protection required by law or good practices; and (iii) implementing adequate data back-up and disaster recovery procedures. The Licensed Software also requires database software. When Customer downloads the Licensed Software, the download routine checks for the presence of a database program that meets the database software requirements published from time to time by Therefore Corporation. If no database software is present, the download routine will supply a copy of Microsoft SQL Server 2005 Express. This copy is made available by Therefore Corporation pursuant to the attached Microsoft Corporation End-User License Agreement, which includes a right for Therefore Corporation to copy and distribute the object code form of the software, subject to certain requirements. In particular, Customer must agree to terms that protect this Microsoft software at least as much as the terms of the attached Microsoft Corporation End-User License Agreement. Accordingly, as part of this agreement for Licensed Software, as to the Microsoft SQL Server 2005 Express software, Customer agrees that the license terms of Sections 3 through 13 of the attached Microsoft Corporation End-User License Agreement and any other applicable terms of that agreement that protect the Microsoft SQL Server 2005 Express software made available to Customer shall govern in place of terms of this agreement that address the same subject; provided that, if this agreement has more protective terms, then those more protective terms shall govern. Microsoft is not granting Customer directly a license. However, warranty disclaimers and limits and limitations of liability set forth in the attached Microsoft Corporation End-User License Agreement shall protect Microsoft, as a third party beneficiary, and also protect Therefore Corporation and Canon USA and its dealers.
7. SEPARATE AGREEMENT FOR SUPPORT OR MAINTENANCE. This License does not include any support or maintenance for the Licensed Software, which is provided separately under the Therefore Licensed Software Support and Maintenance Agreement included in the Package (“Support Agreement”). If Customer complies with the registration requirements of the Support Agreement as specified therein, Customer will receive the first year of support and maintenance at no additional charge. Additional years of support and maintenance are available for purchase as described in the Support Agreement.
8. GENERAL. This License is the complete and exclusive statement of the agreement between Customer and Therefore Corporation, and this License supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter of this License. This License shall be governed by the laws of the State of New York and of the United States of America. All questions concerning the terms and conditions of this License should be directed in writing to Therefore Corporation GmbH, Wiener Strasse 2/2, A-2340 Moedling, Austria.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Licensed Software and the Documentation are provided to any Government licensee under subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Licensed Software with Restricted Rights. Use, duplication, or disclosure by the Government is set forth in clause of DFARS 252.227-7013 or subparagraphs (c)(I) and (2) of the Commercial Computer Licensed Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable. The contractor/manufacturer is Therefore Corporation GmbH, Wiener Strasse 2/2, A-2340 Moedling, Austria.
Customer acknowledges that Customer has read all of the above terms and conditions, understands them, and agree to be bound by them. Customer understands that Canon USA is not and Dealer is not Therefore Corporation’s agent and is neither authorized to make any representations or warranties on Therefore Corporation’s behalf nor to vary any of the terms or conditions of this License.
SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
This software support and maintenance agreement (“Agreement”) by and between the Customer whose name and address appear in the registration described in Section 1 below (“Customer”) and Therefore Corporation GmbH (“Therefore Corporation”), sets forth the terms and conditions under which Therefore Corporation will furnish updates to and technical support for the licensed software products listed on this Agreement (“Licensed Software”).
1. ELIGIBILITY. In order for Customer to be eligible for maintenance and support services, Customer must register online by completing the requested information when prompted during installation. Once Customer activates the support services, Therefore Corporation’s support and maintenance database will determine eligibility and the effective term (including the initial term and any extended terms purchased with the initial purchase of Licensed Software) and send confirmation to Customer. In case an online registration is not possible, the registration may be completed via e-mail to the e-mail address displayed in the registration procedure.
2. TERM. This Agreement shall commence on the date (“Commencement Date”) which is the initial date of license of the Licensed Software. Unless terminated pursuant to Section 9 below, this Agreement shall be in effect for one (1) year from the Commencement Date, and is included at no additional charge in the price of the Licensed Software purchased from Canon U.S.A., Inc. (“Canon USA”) or an authorized office imaging retail dealer of Canon USA (“Dealer”). At the original purchase or prior to the expiration of this one (1) year term, Customer may purchase extended maintenance and support solely from Canon USA or a Dealer. For current extended support prices, please contact Canon USA or a Dealer. Such prices may be changed at any time without notice. No matter when purchased, the term of extended maintenance and support starts upon the expiration date of the term that you have previously purchased. To ensure continued maintenance and support, the extension must be purchased by Customer prior to the expiration of this Agreement. If additional Licensed Software is purchased, this may result in adjustment of the effective term for all supported Licensed Software. Customer may contact the purchase source for the Licensed Software (Canon USA or Dealer) for information about the effective term of support and maintenance. Support outside the scope or term of this Agreement may be provided at the published rates of Therefore Corporation, Canon USA or its Dealers, as the case may be, for time and materials and with Customer assuming all costs, including shipping.
3. UPDATES TO LICENSED SOFTWARE. During the effective term of this Agreement Therefore Corporation will provide updates to the Licensed Software from time to time as these become available. Therefore will distribute such Updates (a) by on-line download offered to Customer’s support liaison designated under this Agreement, or, (b) upon written request of Customer’s support liaison and payment of the costs of media and shipping, by delivery of Licensed Software in suitable tangible media, in each case after Customer’s provision of license serial number or other required license and support entitlement verification. Therefore Corporation reserves the right to discontinue support for connections to versions of third party applications that are no longer supported by the manufacturer. New versions of the Licensed Software, such as versions for new operating systems or which feature new functionality, are not within the scope of this Agreement. Any open source software and certain other third party software components that are included in the Licensed Software will be supported solely to the extent that the relevant developer makes support available to Therefore Corporation, and Therefore Corporation reserves the right to replace such third party software at any time, including if technical updates or compatibility upgrades deemed necessary by Therefore Corporation are not forthcoming from any such developer. Any updates or modified version of the Licensed Software provided under this Agreement shall be subject to the same End-User License Agreement as is applicable to the Licensed Software, and shall be subject to its terms.
4. OBTAINING TECHNICAL SUPPORT. Customer shall contact the purchasing source (Dealer or Canon USA) for Level 1 support on Licensed Software. Level 1 support consists of providing help-line telephone assistance in operating Licensed Software and identifying service problems, escalating issues as needed to rectify such problems and maintaining a log of such problems to assist in tracking the same. If Customer still requires technical support after Level 1 support has been provided by Dealer or Canon USA, as the case may be, then, at Customer’s request, Canon USA shall escalate the issue in coordination with Therefore Corporation. Customer must specify a designated individual who will act for Customer as the sole support liaison to Dealer or Canon USA. Therefore Corporation will support every software release for the Licensed Software for a period of time of at least eighteen (18) months. Thus, Customer is advised to install promptly all updates produced by Therefore Corporation under Section 3 and made available to Customer by its Dealer or Canon USA under Section 3 to ensure that Therefore Corporation will support Customer’s versions of the Licensed Software throughout the term of this Agreement and any extension of this Agreement. In making a request for technical support, the Customer representative must identify Customer and provide (where applicable) the serial number(s) of its Licensed Software to ensure that it is entitled to support.
5. ASSIGNMENT. Therefore Corporation is entitled to assign, sub-contract or sub-let this Agreement or any part thereof. Customer is not entitled to assign this Agreement or any part thereof without the prior written consent of Therefore Corporation.
6. LIMITATION OF LIABILITY. NEITHER THEREFORE, CANON USA NOR ANY DEALER SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DEGRADATION OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS) ARISING FROM THE MAINTENANCE AND SUPPORT OF THE THEREFORE SYSTEM, INCLUDING LICENSED SOFTWARE AND UPDATES THEREFOR, OR FROM ANY OF THEREFORE’S OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF THEREFORE, CANON USA OR DEALER HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CUSTOMER ACKNOWLEDGES THAT THE LIABILITY OF DEALER, CANON USA AND/OR THEREFORE (INDIVIDUALLY AND IN THE AGGREGATE) FOR DIRECT DAMAGES ARISING OUT OF CUSTOMER’S OPERATION OR USE OF THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ACTION (I.E., WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OR STRICT LIABILITY), SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DEALER OR CANON USA.
7. GENERAL. This Agreement is the complete and exclusive statement of the terms and conditions under which Therefore Corporation will produce Updates to be made available to Customer through Canon USA and its Dealers with maintenance and certain technical support services for Licensed Software, including updates to Licensed Software. This Agreement supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter contained herein. This Agreement shall be governed by the laws of the State of New York. All questions concerning the terms and conditions of this Agreement should be directed in writing to Therefore Corporation GmbH at Wiener Strasse 2/2, A-2340 Moedling, Austria.
8. U.S. GOVERNMENT RESTRICTED RIGHTS. Any new releases, upgrades or versions of the Licensed Software are provided to any Government licensee with Restricted Rights. Licensed Software provided under this Agreement is “commercial computer software” as defined in DFARS 252.227-7014(a)(1)(June 1995) and accompanying Documentation is subject to Restricted Rights. Contracting Officer and Government End User agree to the inclusion of third party copyrighted computer software and documentation for all Licensed Software provided under this Agreement. Use, duplication, or disclosure by the Government is set forth in subparagraph (b)(3) of Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation, DFARS 252.227-7014 (June 1995) or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19(June 1987), as applicable. Contractor/manufacturer is Therefore Corporation GmbH, Wiener Strasse 2/2, A-2340 Moedling, Austria. Contracting Officer and Government End User acknowledge that they have read all of the above terms and conditions, understand them, agree to be bound by them and further that neither Canon USA nor Dealer is a Therefore Corporation’s agent, nor are they authorized to make representations or warranties on Therefore Corporation’s behalf, or to vary any of the terms or conditions of this Agreement.
9. TERMINATION. This Agreement shall terminate automatically without notice to Customer upon failure to comply with any term or condition set herein or upon the termination of the license agreement for any Licensed Software. Upon such termination, Customer acknowledges that no refunds of any maintenance fees shall be made.