The Axiohm Download Agreement
1) Software
Axiohm Transaction
Solutions, Inc. and Axiohm's Suppliers, Affiliates and Representatives
("Axiohm") provide certain software drivers on Axiohm's website
or which is made available to You or Your company ("You"), and which
may be downloaded from Axiohm's website, or which may come into Your possession
through any other means. These software drivers and all other accompanying or
adjunct software are hereinafter referred to as "Software." Software
includes the software components, media, all copies made by You and any
upgrades, modified versions, updates, additions and copies of Software.
2) Software License
Axiohm hereby grants to You a personal,
nonexclusive, limited license to download, install and use the Software. You may
also make copies of the Software as necessary and these shall only be used for
archival/backup purposes. Axiohm reserves all
rights in the Software not licensed or granted to You by
Axiohm.
3) Other Rights and Limitations
Software is licensed to You as a single unit, and its individual component
programs may not be separated. You shall not modify, adapt or translate the
Software. You shall not attempt to reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code of Software. You shall not rent,
lease, distribute, sublicense or lend Software to third parties. It is permitted
that You may transfer all Your rights to use Software to another person or legal
entity. This is only allowed if You transfer this Agreement along with the
Software including all of Your copies and updates to such person or entity, and
that You retain no copies stored on any computers or other media. Further, You
shall not place Software onto a server in order to distribute the Software to
You or to any third parties via a public network such as the Internet.
4) Ownership
The Software is protected by United States Copyright Law and international
copyright treaties, as well as other intellectual property laws and treaties.
The title, ownership rights, benefits and intellectual property rights in and to
Software remain the sole property of Axiohm.
There is no transfer to You or any third party of any title to or ownership of
Software. The License shall not be construed as a sale of any rights in
Software. The copyright, trademark, registered mark remain the sole property of Axiohm
and You shall not remove or alter these (including proprietary notices) in any
way.
5) Warranty Disclaimers
THIS SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY
KIND. AXIOHM DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY
OBTAIN BY USING SOFTWARE. The use of the Software is at your own risk and You
acknowledge and agree to this.
6) Limitation of Liability
IN NO EVENT WILL AXIOHM BE LIABLE TO YOU, WHETHER ARISING UNDER CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OR WARRANTY, MISREPRESENTATION
OR OTHERWISE, FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES,
INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AXIOHM HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. In no
event shall Axiohm's liability for any damages,
regardless of the nature of the claim, exceed the amount paid by You for
Software or ten dollars ($20.00) whichever is greater.
7) Termination
This Agreement shall automatically terminate upon failure by You to comply with
the terms of this Agreement, without prejudice to any other rights Axiohm
has. You may also terminate this Agreement at any time by destroying Software
and all copies, including backups on your computer or other media.
8) U.S. Government Restricted
Rights
Axiohm provides this Software with restricted
rights, as follows. Use, duplication, or disclosure by the Government is subject
to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical
Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1)
and (2) of the Commercial Computer Software - Restricted Rights 48 CFR
52.227-19, as applicable, and any amendments thereto.
9) Export Restriction
You shall not ship, transfer, sell or export Software into any country or use
Software in any manner prohibited by the United States Export Administration Act
or any other export laws, restrictions or regulations.
10) Governing Law and General
Provisions
This Agreement is governed and construed under the laws of the State of New
York, U.S.A. This Agreement is not governed by the United Nations Convention on
Contracts for the International Sale of Goods, the application of which is
expressly excluded. This Agreement is the entire agreement between Axiohm
and You (the "Parties") related to Software, and supersedes any
purchase order, communication, advertisement, or representation concerning
Software. This Agreement is binding upon, and inures to the benefit of, the
Parties and their respective successors, assigns and legal representatives. If
any provision herein is found void or unenforceable, such provision will not
affect the validity of the balance of this Agreement, which shall remain valid
and enforceable according to its terms. This Agreement may only be modified in
writing signed by an authorized officer of Axiohm.
11) Canadian Provisions
The Parties confirm that it is their wish that this Agreement shall be drawn up
in the English language only. Les parties aux présentes confirment leur volenté
que cette convention de même que tous les documents, y compris tous avis, qui
s'y rattache, soient rédigés en langue anglaise seulement.