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End User License Agreement

Biscom Software End User License Agreement

This Software End User License Agreement (“License Agreement” or “EULA”) is a legal agreement between you (either an individual or entity) and Biscom, Inc., a Massachusetts corporation (“Biscom”), with its mailing address at 321 Billerica Rd., Chelmsford, Massachusetts 01824. Please read this License Agreement carefully before you install or use this software. The client software, services and websites that you are now preparing to access, use or install (hereinafter the “Software” or “Service”) is subject to the following license terms and conditions. When using our Software, BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE ON ANY SYSTEM, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. If you do not agree to the terms and conditions of this license agreement, DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY OR USE THE SOFTWARE.

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This license is granted by Biscom.

  1. Once you have paid for the product, Biscom grants to you a non-exclusive, non-transferable, non-assignable license to use the Software as contained herein. You may use the Software in accordance with this agreement for the period specified in your order.
  2. In the event that you have obtained this product for the purposes of evaluation or development, Biscom grants to you a temporary, non-exclusive, non-transferable, non-assignable license to use the Software as contained herein. You may use the Software in accordance with this agreement for the duration of the evaluation or development period, as approved by Biscom. Biscom retains the right to revoke this temporary license at any time at its sole discretion.
  3. You may use the Software only on the computer systems for which you paid license fees. Any additional systems on which you access the Software may require additional license fees and license agreements. User licenses are to be used for a single individual. Sharing user licenses among two or more individuals is strictly prohibited.
  4. You may not make any changes or modifications whatsoever to the Software. Without limiting the foregoing you may not decompile, disassemble, or otherwise reverse engineer the Software. You may not rent or lease it to others without prior written permission from Biscom.
  5. Biscom, the Biscom logo, and all other Biscom trademarks, service marks, product names, and trade names of Biscom are owned by Biscom. All other trademarks, service marks, product names, and logos appearing with the Biscom software is the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Biscom service without the Biscom’s prior written consent. Biscom retains all trademark, patent, copyright, intellectual property rights and all rights not expressly granted. Under no circumstances will you be deemed an owner of a copy of the Software within the meaning of Section 117 of the Copyright Act of 1976 (as amended).
  6. This Software is Commercial Computer Software under Federal Government Acquisition Regulations and Agency supplements to them. Furthermore, the export of this product is governed by the U.S. Department of Commerce under its export administration regulations. You may not remove or export from the United States or allow the export or re-export of any part of the Software or applicable documentation incorporated in the Software, if any, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury, Office of Foreign Assets Control, or any other United States or foreign agency or authority.
  7. You hereby agree to, at your own expense, indemnify, defend and hold Biscom and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to :(a) any violation, fraud or breach of this Agreement by you;
    (b) your violation of any law or the rights of a third party; or
    (c) your use, or use by any third party that uses the Software on any system that you own, lease or control.

    Biscom will have the right to participate in its defense and hire counsel of its choice, at its own expense. You will not settle any action or claims on Biscom’s behalf without the prior written consent of Biscom.

  8. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
  9. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Biscom in any respect whatsoever.
  10. In any action or proceeding to enforce its rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
  11. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
  12. Biscom warrants that the Software, as delivered by Biscom and when used in accordance with the user documentation accompanying the Software and the terms of this License Agreement, will substantially perform in accordance with such documentation for a period of one (1) year from the date of delivery of the Software; provided, however, that Biscom shall not be liable under this warranty if the Software has been modified or altered by anyone other than Biscom, if the Software has been abused or misapplied, or if you have failed to incorporate all upgrades provided to you by Biscom. In the event of a breach of this warranty, you may return the defective Software to Biscom for either: (i) a refund of the licensee fee paid to Biscom by you hereunder; or (ii) Biscom’s replacement of the Software without charge. Refund or replacement of defective Software are your exclusive remedies for breach of this warranty. Any other software and any hardware furnished with or accompanying the Software and not provided by Biscom is not warranted by Biscom.
  13. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND BISCOM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR ITS OBLIGATIONS HEREUNDER, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BISCOM DOES NOT WARRANT THAT THE SOFTWARE OR THE OPERATION THEREOF IS OR WILL BE ACCURATE OR ERROR-FREE OR MEETS OR WILL MEET YOUR REQUIREMENTS.
  14. BISCOM SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, WARRANTY, INDEMNIFICATION, STRICT LIABILITY, OR OTHER TORT. IN NO EVENT SHALL BISCOM’S LIABILITY EXCEED THE LICENSE FEES PAID TO BISCOM UNDER THIS AGREEMENT.
  15. It is expressly agreed that the validity, performance and construction of this Agreement and all claims arising directly or indirectly hereunder shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to its principles regarding conflicts of laws. The state and federal courts in Massachusetts shall have exclusive venue and jurisdiction for such disputes, and the parties hereto submit to personal jurisdiction in such courts.
  16. Customer is solely responsible for satisfying its own compliance requirements with respect to security, confidentiality, and other compliance rules and regulations.
  17. You may not assign this License Agreement or any of its rights or obligations here under without the prior written consent of Biscom. Neither this Agreement, nor any License which it grants, nor any of the Products may be assigned, sublicensed, resold, sold, rented, mortgaged, pledged by End-User, offered as service, or used as part of a service offering without the prior written consent of Biscom.
  18. Biscom may revise this Agreement from time to time and the most current version will be posted on the Software’s website or Biscom website (collectively, “Website”) at https://www.biscom.com/eula.
  19. This license constitutes the entire agreement and understanding between you and Biscom relating to this License. This agreement may only be modified by a written agreement signed by Biscom.

April 2018
Copyright © 2018 BISCOM, Inc. All rights reserved.

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