SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR
USING THE SOFTWARE. BY OPENING THE PACKAGE,
DOWNLOADING THE PRODUCT, OR USING THE EQUIPMENT THAT CONTAINS THIS PRODUCT, YOU
ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE
TERMS OF THIS AGREEMENT, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A
FULL REFUND, OR DO NOT DOWNLOAD THE PRODUCT.
Single User License Grant: Superior Marketing Partners, LLC
("Superior Marketing Partners, LLC") and its suppliers grant to Customer
("Customer") a nonexclusive and nontransferable license to use the Superior
Marketing Partners, LLC software ("Software") in object code form solely on a
single central processing unit owned or leased by Customer or otherwise embedded
in equipment provided by Superior Marketing Partners, LLC.
Multiple-Users License Grant: Superior Marketing Partners, LLC Systems, Inc.
("Superior Marketing Partners, LLC") and its suppliers grant to Customer
("Customer") a nonexclusive and nontransferable license to use the Superior
Marketing Partners, LLC software ("Software") in object code form: (i) installed
in a single location on a hard disk or other storage device of up to the number
of computers owned or leased by Customer for which Customer has paid a license
fee ("Permitted Number of Computers"); or (ii) provided the Software is
configured for network use, installed on a single file server for use on a
single local area network for either (but not both) of the following purposes:
(a) permanent installation onto a hard disk or other storage device of up to the
Permitted Number of Computers; or (b) use of the Software over such network,
provided the number of computers connected to the server does not exceed the
Permitted Number of Computers. Customer may only use the programs contained in
the Software (i) for which Customer has paid a license fee (or in the case of an
evaluation copy, those programs Customer is authorized to evaluate) and (ii) for
which Customer has received a product authorization key ("PAK"). Customer grants
to Superior Marketing Partners, LLC or its independent accountants the right to
examine its books, records and accounts during Customer's normal business hours
to verify compliance with the above provisions. In the event such audit
discloses that the Permitted Number of Computers is exceeded, Customer shall
promptly pay to Superior Marketing Partners, LLC the appropriate licensee fee
for the additional computers or users. At Superior Marketing Partners, LLC's
option, Superior Marketing Partners, LLC may terminate this license for failure
to pay the required license fee.
Customer may make one (1) archival copy of the Software provided Customer
affixes to such copy all copyright, confidentiality, and proprietary notices
that appear on the original.
EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN
PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE
ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL,
OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.
Customer agrees that aspects of the licensed materials, including the specific
design and structure of individual programs, constitute trade secrets and/or
copyrighted material of Superior Marketing Partners, LLC. Customer agrees not to
disclose, provide, or otherwise make available such trade secrets or copyrighted
material in any form to any third party without the prior written consent of
Superior Marketing Partners, LLC. Customer agrees to implement reasonable
security measures to protect such trade secrets and copyrighted material. Title
to Software and documentation shall remain solely with Superior Marketing
Partners, LLC.
LIMITED WARRANTY. Superior Marketing Partners, LLC warrants that for a period of
ninety (90) days from the date of shipment from Superior Marketing Partners,
LLC: (i) the media on which the Software is furnished will be free of defects in
materials and workmanship under normal use; and (ii) the Software substantially
conforms to its published specifications. Except for the foregoing, the Software
is provided AS IS. This limited warranty extends only to Customer as the
original licensee. Customer's exclusive remedy and the entire liability of
Superior Marketing Partners, LLC and its suppliers under this limited warranty
will be, at Superior Marketing Partners, LLC or its service center's option,
repair, replacement, or refund of the Software if reported (or, upon request,
returned) to the party supplying the Software to Customer. In no event does
Superior Marketing Partners, LLC warrant that the Software is error free or that
Customer will be able to operate the Software without problems or interruptions.
This warranty does not apply if the software (a) has been altered, except by
Superior Marketing Partners, LLC, (b) has not been installed, operated,
repaired, or maintained in accordance with instructions supplied by Superior
Marketing Partners, LLC, (c) has been subjected to abnormal physical or
electrical stress, misuse, negligence, or accident, or (d) is used in
ultrahazardous activities.
DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE,
ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL Superior Marketing Partners, LLC OR ITS SUPPLIERS BE LIABLE FOR
ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF
LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF
Superior Marketing Partners, LLC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. In no event shall Superior Marketing Partners,
LLC's or its suppliers' liability to Customer, whether in contract, tort
(including negligence), or otherwise, exceed the price paid by Customer. The
foregoing limitations shall apply even if the above-stated warranty fails of its
essential purpose. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
The above warranty DOES NOT apply to any beta software, any software made
available for testing or demonstration purposes, any temporary software modules
or any software for which Superior Marketing Partners, LLC does not receive a
license fee. All such software products are provided AS IS without any warranty
whatsoever.
This License is effective until terminated. Customer may terminate this License
at any time by destroying all copies of Software including any documentation.
This License will terminate immediately without notice from Superior Marketing
Partners, LLC if Customer fails to comply with any provision of this License.
Upon termination, Customer must destroy all copies of Software.
Software, including technical data, is subject to U.S. export control laws,
including the U.S. Export Administration Act and its associated regulations, and
may be subject to export or import regulations in other countries. Customer
agrees to comply strictly with all such regulations and acknowledges that it has
the responsibility to obtain licenses to export, re-export, or import Software.
This License shall be governed by and construed in accordance with the laws of
the State of Florida, United States of America, as if performed wholly within
the state and without giving effect to the principles of conflict of law. If any
portion hereof is found to be void or unenforceable, the remaining provisions of
this License shall remain in full force and effect. This License constitutes the
entire License between the parties with respect to the use of the Software.
Restricted Rights - Superior Marketing Partners, LLC's software is provided to
non-DOD agencies with RESTRICTED RIGHTS and its supporting documentation is
provided with LIMITED RIGHTS. Use, duplication, or disclosure by the Government
is subject to the restrictions as set forth in subparagraph "C" of the
Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. In the
event the sale is to a DOD agency, the government's rights in software,
supporting documentation, and technical data are governed by the restrictions in
the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS
227.7202. Manufacturer is Superior Marketing Partners, LLC Systems, Inc. 1275 Bennett Dr.,
#141, Longwood, FL 32750.