BRODERICK DATA SYSTEMS
Broderick Data Systems (referred to hereafter as “Broderick”) hereby grants to the Customer, and the Customer hereby accepts, a non-transferable and non-exclusive license to use in perpetuity the software system(s) subject of this Agreement (referred to hereafter as the “System”). For the purpose of this Agreement, “use” shall include the copying of any portion of the System’s instructions, printouts, and reports generated by use of the System or any data or other type of media from the storage units used in connection with the System. For such license, the Customer shall pay the License Fee in the amount in accordance with the current payment schedule. There shall be added to the License Fee any taxes which may be levied on the System.
Responsibilities of the Customer
The Customer agrees that he will take appropriate action by instruction, agreement, or other wise with his employees or other persons permitted access to licensed programs to satisfy his obligation under this Agreement with respect to use, copying, modification, and protection and security of licensed programs. It is the responsibility of the Customer to test each software system for quality and performance. Customer agrees to bear risk of quality and performance.
Each licensed program hereunder will be distributed on an “as is” basis without warranty implied or expressed. Broderick does not warrant that the functions contained in the system will meet your requirements or that the operation of the system will be uninterrupted or error free.
Protection and Security
The System is and shall remain the sole and exclusive property of Broderick. All changes or modification to the System, whether performed at the Customer’s place of business or otherwise, shall become and remain the sole exclusive property of Broderick.
The Customer agrees not to provide or otherwise make available any licensed program or related material, including, but not limited to, flow charts, logic diagrams and source code, in any form, to any person without prior written consent from Broderick.
Limitation of Liability
The foregoing warranty is in lieu of other warranties express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purchase.
Customer hereby agrees to limit any claim for damages, including lost profits, savings or any consequential damages, arising out of the License Agreement to the charges paid by Customers of the problem subject of the agreement.
In no event will Broderick be liable for consequential damage even if Broderick has been advised of the possibility of such damage.
The Customer is aware that the name or names set forth in this Agreement are or may be trademarked, and the Customer shall not in any manner use or permit such name or names to be used in violation of Broderick’s trademark.
In event the Customer shall fail to make payment due hereunder within thirty (30) days of the date due, Broderick and/or the Customer shall have the right, at it’s option, to terminate the Agreement, and any license fees paid up to the date of such termination shall constitute payment for the License provided for hereunder up to the date of termination. Upon termination of this agreement, the Customer shall cease using the System and destroy all copies of the documentation for the System which have been provided to it. Broderick shall have no further liability or responsibility with respect to the System after termination.
This Agreement sets forth the entire agreement between the parties with respect to the licensing of the System and supercedes all proposals, oral or written, and all other communication between the parties with respect of the subject matter hereof.
Broderick has not made, and the Customer is not relying upon, any warranty or representation except as specifically set forth herein.
The invalidity of any portion of this Agreement shall not affect or invalidate the remainder thereof. This Agreement shall be governed by the laws of Ohio.
No waiver by Broderick of any performance of the Customer required hereunder or any default of the Customer under the terms hereof shall constitute or imply, whether by passage of time or otherwise, and further waiver of any future performance or default.
Subject to the limitations on transfer and assignment set forth, this Agreement is binding upon and shall inure the benefit of the parties hereto and their respective heirs, representatives, successors and assigns.
Installation of the product indicates Customer’s acceptance of this Agreement. You should carefully read all the provisions of the above Agreement