ProCLIPS® LICENSE AGREEMENT
Copyright © 1990-1998, AOTR, Inc.
(See end of license to download ProCLIPS®)
WARRANTY
ProCLIPS is provided "AS IS" without warranty
of any kind. AOTR hereby disclaims all warranties relating to this software,
whether express or implied, including without limitation any implied warranties
of merchantability or fitness for a particular purpose.
Liability
AOTR will not be liable for any special, incidental, consequential,
indirect or similar damages due to loss of data or any other reason, even
if AOTR or an agent of AOTR has been advised of the possibility of such
damages. In no event shall AOTR's liability for any damages ever exceed
the price paid for the license to use the software, regardless of the form
of the claim. The person using the software bears all risk as to the quality
and performance of the software.
This is a perpetual license for use of the software within your company,
and is not transferable. This allows internal use of the software for as
many sites / computers as contracted for. Distributing, repackaging, or
reselling of the software to third parties is not allowed. All licenses
are prepaid.
AOTR, INC. hereby grants a site license for 1 CPU for the use of the
following software programs: [ProCLIPS].
The LICENSOR warrants that it is owner of the software and has full
power and authority to grant this license herein without consent of any
other party.
NO REVERSE COMPILATION
You may not modify, translate, disassemble, or decompile the software
or any copy, in whole or in part.
Renegotiation
LICENSEE may use its current version of ProCLIPS indefinitely.
GENERAL
You agree to pay any tax assessed upon ProCLIPS, this license or the
use of same.
Availability of Source Code
It is the policy of AOTR, Inc. not to release source code of its products.
This contract allows LICENSEE to use the program developed by LICENSOR
referred to as ProCLIPS. This perpetual license of the ProCLIPS software
by LICENSOR TO LICENSEE IS NON-EXCLUSIVE AND NON-TRANSFERABLE.
This agreement can only be modified by mutual written consent of both
parties.
ProCLIPS CONFIDENTIALITY AGREEMENT
Terms
For good and valuable consideration and intending to be legally bound,
the parties agree as follows:
- Definition. The licensee will have access to and may obtain,
develop or learn of "Confidential Information" of the Company
(licensor). "Confidential Information" shall mean all information
of or about the Company including without limitation all information relating
to plans, products, intellectual property, trade secrets, software, analyses,
projects, processes, marketing, price lists, customer lists, patent rights,
research or development activities, and all financial, technical, scientific
or other information and know how of or about the Company whether oral
or in diagram, written or other recorded form, which is not:
- already know to the Licensee prior to the date of this Agreement and
documented in written records prior to such date,
- already publicly available or which becomes publicly available other
than through a breach of this Agreement by the Licensee, or
- rightfully received by the Licensee from a third party without similar
restriction from such party and the disclosure of which by such third party
does not constitute a violation of an obligation or duty owed by such third
party to the company.
- obligations. The Licensee will hold in strict confidence the
Confidential Information and will not, without the prior written consent
of the Company, either directly or indirectly:
- make any use, for his own benefit or otherwise, of any portion of the
confidential Information, including without limitation any commercial or
potentially commercial use thereof , or
- duplicate, transcribe, or otherwise reproduce the confidential information,
or store it any information retrieval system, or
- disseminate, disclose, or transfer any portion thereof, or the fact
that such confidential information has been disclosed, to any person or
entity including without limitation any of the Licensee's affiliates or
employees unless the Company shall have entered into a written confidentiality
agreement with such person or entity relating to the confidential information.
- Notes. The Licensee will not make or use any notes or memoranda
relating to any confidential information except for the benefit of the
Company, and will, at the Company's request, return each original and every
copy of any and all notes, memoranda, correspondence, diagrams or other
records, in written or other form, that he may at any time have within
his possession or control that contains any confidential information.
- No License. No right or license, express or implied, is granted
to the licensee in connection with any Confidential Information disclosed
to the licensee.
- Security Measures. The Licensee shall institute and maintain
appropriate security measures in order to carry out the purpose and intent
of this Agreement.
- Proprietary Rights of Company: Inventions. The Licensee acknowledges
that the confidential information is proprietary to the Company and as
between the Company and the Licensee is solely and exclusively the property
of the Company. All inventions, ideas, discoveries, techniques, developments,
methods and improvements ("inventions") which the Licensee, either
alone or in conjunction with others, conceives, makes or obtains after
the date hereof and which relate to or are based upon the Confidential
Information, will be solely and exclusively the property of the Company.
The Licensee will make full and prompt disclosure to the Company of all
such inventions.
- Assignment to Company. At the Company's request and expense,
but without any additional compensation, the Licensee will sign such patent
applications, assignments and other papers and documents and take such
other action as may be reasonably necessary to vest, perfect, or maintain
the Company's rights in inventions or any other Confidential Information.
- Presumption. In any dispute concerning whether any information
is confidential information, the Company shall have the benefit of a presumption
that such information was not known to the Licensee prior to the date of
this Agreement, and is not publicly available and, if disclosed to the
Licensee by a third party, that such disclosure was wrongful to the Company.
- Entire Agreement. This Agreement contains the entire understanding
between the parties with respect to the subject matter hereof and supersedes
any prior written or oral understandings between them respecting such matters.
- Binding Effect; Amendments. The rights and obligations of the
Licensee under this Agreement will continue after the expiration or termination
of this Agreement. This Agreement will bind and endure to the benefit of
the heirs, personal representatives, successors and assigns of the parties
and may be modified and varied only in writing signed by the parties hereto.
- Governing Law. This Agreement shall be governed by and its provisions
construed in accordance with the substantive law of the Commonwealth of
Pennsylvania, exclusive of the application of any rules with respect to
conflict of law.
I agree to the terms of the license above. I understand that this fully-functional,
single-user version of ProCLIPS® is provided
for FREE but without support. (Over 500 Downloads)
-Revision History
NOTE: We ask that all users register by sending
their email address, comments and success stories or problem reports to
sales@proclips.com. While
registration is optional, it will facilitate the further development and
enhancement of this product.