Subject to the terms of this Agreement, SyferLock Technology Corporation (STC) grants to User a nonexclusive, nontransferable license to use the software solely for the purpose it is intended. User will not modify, reverse engineer, disassemble, transfer, sublicense or distribute the Software. User will not copy the Software except as necessary to use the Software in accordance with the terms of this Agreement and/or the Master Software License Agreement, and will reproduce all of STC's copyright notices and any other proprietary rights notices on all copies of the Software that User makes hereunder. User may use the Software and only on computers owned or controlled by User.
(a) STC owns all right, title, and interest in and to the Software, including all copyrights, patents, trade secrets, and other intellectual property rights therein (collectively, "Intellectual Property Rights"). User will not earn or acquire any rights or licenses in the Software or in any Intellectual Property Rights on account of this Agreement or User's performance hereunder. User hereby assigns to STC all of User's right, title, and interest in and to any suggestions for improvements to the Software provided by User to STC, including all Intellectual Property Rights therein. At STC's request, User will assist STC in obtaining Intellectual Property Rights protection for such improvements, as STC may reasonably direct.
(b) User agrees and acknowledges that the Software is Commercial software, and that any use, duplication, or disclosure of the Software by the U.S government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. SyferLock Technology Corporation, 917 Bridgeport Avenue, Shelton, Connecticut, USA 06484.
3. CONFIDENTIAL INFORMATION
User will hold the Software any features, results or output produced by the Software, and the terms of this Agreement and/or the Master Software License Agreement (collectively, "Confidential Information") in strict confidence and not use or disclose any Confidential Information except as expressly permitted in this Agreement. User will employ all reasonable steps to protect such Confidential Information from unauthorized disclosure or use, including but not limited to all steps that it takes to protect its own information of like importance. User shall have no obligation to maintain the confidentiality of any information which
(a) is or becomes publicly available without breach of this Agreement;
(b) is rightfully received by User from a third party without an obligation of confidentiality and without breach of this Agreement;
(c) is developed independently by User without access to or use of the Confidential Information; or
(d) has been approved for release by written authorization of STC.
4. DISCLAIMER OF WARRANTIES
(a) THE SOFTWARE IS SUPPLIED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. STC DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF NONINFRINGEMENT.
(b) Notwithstanding the terms of Section 4(a), STC will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from:
(i) modifications to the Software made by a party other than STC, if a claim would not have occurred but for such modifications;
(ii) the combination, operation or use of the Software with equipment, devices, software or data not supplied by STC, if a claim would not have occurred but for such combination, operation or use;
(iii) User's failure to use updated or modified Software provided by STC;or
(iv) STC's compliance with any designs or specifications provided by User in accordance with this Agreement.
THE FOREGOING PROVISIONS OF THIS SECTION SET FORTH STC'S SOLE AND EXCLUSIVE LIABILITY AND USER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
5. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL STC BE LIABLE TO USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM USE OF THE SOFTWARE, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
6. TERM AND TERMINATION
This Agreement will begin upon User's acceptance and installation of the STC application and remain in effect while software is installed on computers owned and controlled by User. Either party may terminate this Agreement, at any time, in the event that the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following notice thereof from the non-breaching party. STC may terminate this Agreement immediately if User breaches any provision of this Agreement regarding STC's Intellectual Property Rights or Confidential Information. Upon any termination of this Agreement:
(a) the license rights granted to User under this Agreement will automatically terminate; and
(b) User will promptly uninstall, at User's expense, all copies of the Software and any other Confidential Information in User's possession or control and provide STC with written certification that all such Software and Confidential Information have been returned.
The rights and obligation of the parties under Sections 2, 3, 4(a), 5, 6, and 7 will survive the termination of this Agreement.
User may not assign this Agreement without STC's prior written consent, and any attempted assignment without such consent will be void.User acknowledges that any breach of its obligations under this Agreement with respect to STC's Intellectual Property Rights or Confidential Information will cause STC irreparable injury for which there are inadequate remedies at law, and, therefore, STC will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or equity. This Agreement shall be governed by and construed in accordance with the laws of Connecticut,
without regard to or application of conflict of law rules or principles. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. This Agreement (including its exhibits, if any) constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes any and all prior agreements and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by STC.