| TrilogyCo Software License Agreement
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PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU ARE NOT AUTHORIZED TO INSTALL THE SOFTWARE. REDISTRIBUTION IS NOT PERMITTED. Billcomm INTERNATIONAL LTD. (“Billcomm” or “LICENSOR”) IS WILLING TO LICENSE THE SOFTWARE TO YOU (“LICENSEE”) ONLY IF YOU ACCEPT ALL TERMS IN THIS LICENSE AGREEMENT.
This is a limited-use software license agreement (“Agreement”) from Billcomm to you and describes your rights and obligations regarding the use of any software product(s) developed and offered by Billcomm (the “Software”).
Installing, downloading, or using the Software shall constitute your acceptance of the terms and conditions of this Agreement and this Agreement shall be effective on such date.
The Software is licensed from Billcomm on a “per user” Billcomm. Billcomm hereby grants to you and you accept a non-exclusive, non-transferable license to use the Software on a single computer, network, client/server arrangement, or any computer configuration provided that the number of users with access to the Software never exceeds the number of users licensed from Billcomm. If purchasing a limited term license, your license to use the Software shall not exceed the term specified at the time of purchase and as may be indicated on the invoice issued by Billcomm. If the Software Asset Management (SAM) Plan is required as a condition of licensing, your license to use the Software may be terminated if you fail to pay the SAM Plan fees due.
You acknowledge that the Software is the sole and exclusive property of Billcomm, including all copyrights therein, even if such Software is modified or merged into another program. Billcomm retains all title to and ownership of the Software and reserves all rights in and to the Software not expressly granted to you. You acknowledge that the Software is a trade secret of Billcomm. You agree that you will neither transfer possession or use of the Software, in any form, to any person without the prior written consent of Billcomm. You agree not to copy or otherwise reproduce the Software, in whole or in part, except for your own personal use.
You agree not to reverse engineer, decompile, or disassemble the Software.
TERM: This Agreement shall continue until one of the following:
Upon termination of this Agreement for any reason, the use license shall automatically terminate and be null and void, and you shall return all copies of the Software to Billcomm, and shall retain no copies of the Software. Failure to pay any amounts due for the license fee, for the SAM program, if applicable, or otherwise, terminates your right to use the Software immediately, and your continued use of the Software in such event is a violation of Billcomm' intellectual property rights. Billcomm shall also be entitled to pursue its other available remedies if any of the foregoing occur, including canceling your rights, if any, to receive updates, technical support, or any modification to licenses.
If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessay to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.
Billcomm Software and Documentation are licensed “as is,” and without any express warranty of any nature. LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION. LICENSOR'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM USE OF THE SOFTWARE AND DOCUMENTATION SHALL BE, AT LICENSOR'S CHOICE, EITHER (A) RETURN OF LICENSE MONIES PAID, OR (B) REPLACEMENT OF THE SOFTWARE RETURNED TO LICENSOR. HOWEVER, IN THE EVENT YOU HAVE ENTERED INTO A SAM AGREEMENT OR OTHER SUPPORT AGREEMENT WITH Billcomm, YOUR RIGHTS AND Billcomm' RIGHTS AND LIABILITY REGARDING UPGRADES AND SUPPORT SERVICES SHALL BE GOVERNED BYTHE TERMS OF THAT AGREEMENT.
IN NO EVENT WILL LICENSOR BE LIABLE FOR DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE.
This license is governed by the laws of the state of California, USA, and any legal action brought with respect to this license, or to enforce any rights or obligations hereunder may, at Billcomm' option, be brought in California state or United States federal court located in Ventura County, California, USA , and you consent to jurisdiction in said courts.
This agreement constitutes the entire agreement between the parties and supersedes and replaces all prior agreements regarding your use of the Software. Billcomm reserves the right to amend this Agreement in the future and all such amendments will be posted on Billcomm' Web site at www.Billcomm.com and will be effective thirty days after posting on the Web site. If you have any questions concerning this Agreement or wish to contact LICENSOR for any reason, please contact: