End User License Agreement
IMPORTANT: CAREFULLY READ THIS LICENSE AGREEMENT ("LICENSE")
BEFORE USING THIS PRODUCT. THIS LICENSE IS AN INTEGRAL
PART OF THE SALES AGREEMENT UNDER WHICH YOU HAVE PURCHASED
A LICENSE TO USE ROUTXPRESS a SOFTWARE PRODUCT from
American PrintWare, Inc. (APWI).
YOUR INSTALLATION, COPYING, OR USE OF THE APWI PRODUCTS
INDICATE YOUR ACCEPTANCE OF THIS LICENSE, AND THAT YOU
AGREE TO BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS.
IF YOU HAVE PURCHASED THE PRODUCT ON BEHALF OF ANY
ORGANIZATION, COMPANY OR OTHER ENTITY, YOU REPRESENT
AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ENTER
INTO THIS LICENSE AND THE SALE AGREEMENT ON BEHALF
OF SUCH ENTITY. ALL REFERENCES HEREIN TO "YOU"
SHALL APPLY TO SUCH ENTITY.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS
OF THIS LICENSE, THEN: (A) DO NOT COPY, INSTALL, OR
USE THIS PRODUCT, AND (B) RETURN THE COMPLETE PRODUCT
TO RoutXpress.com IMMEDIATELY FOR A REFUND OF THE
LICENSE FEES THAT YOU HAVE PAID.
A. DEFINITIONS
RoutXpress and American PrintWare, Inc. or (APWI)
are also referred to in this License as "we"
or "us." The "Product" consists
of: (1) all materials with which this License is packaged
or otherwise supplied through RoutXpress.com, which
may include, but are not limited to, computer program(s),
software, and code; accompanying printed materials;
and "online" or electronic documentation,
and (2) any Maintenance Releases (as defined below)
and any other supplemental software code and supporting
materials which may be provided to you as part of
support services provided or authorized by RoutXpress.com
for the Product.
An "Upgrade" is a new version of the Product,
and is identified by the numeral to the left of the
decimal point following the name of the Product. A
"Maintenance Release" is a software update
to an existing version of the Product that is identified
by the numeral to the right of the decimal point following
the name of the Product. For example, in "Product
2.1", "1" is the Maintenance Release
number and "2" is the Upgrade number. RoutXpress.com
has the right, its sole discretion, to determine whether
a particular change or addition to the Product is
an Upgrade or a Maintenance Release.
B. SCOPE OF LICENSE
APWI hereby grants you a non-exclusive, non-transferable
license (without the right to sublicense) to use the
Product in accordance with all of the terms and conditions
of this License and the Sales Agreement. APWI offers
several different types of licenses for the Product:
Monthly Rental License. If you purchased a monthly
rental license, you may install and use one copy of
the Product on a single computer with the number of
printer attached as stated in the sales agreement.
Your right to use the Product is for the period of
rental you have purchased. You have the right to receive,
free of charge, all Maintenance Releases for the version
of the Product that you originally purchased under
the rental.
Annual Perpetual License. If you purchased an annual
perpetual license, you may install the Product on
one computer with the number of printers attached
per your sales agreement. This license is for a period
of one year and a renewal must be purchased to use
the product beyond twelve months. Your right to use
the Product is perpetual (provided that this License
is not terminated as specified elsewhere herein and
is renewed annually). You have the right to receive,
free of charge, all Maintenance Releases for the version
of the Product that you originally purchased.
State License..If you purchased a site license, you
may install the Product on network servers, any where
within the company or entity. The number of printers
attached to the servers is unlimited by this license.
Where the number of Printers attached does not exceed
the boundaries of the company or entity your right
to use the Product is perpetual (provided that this
License is not terminated as specified elsewhere herein
and the annual renewal is paid). You have the right
to receive, free of charge, all Maintenance Releases
for the version of the Product that you originally
purchased.
Backup Copy . Regardless of the type of license that
you have purchased, you may make one (1) copy of the
Product for archive or backup purposes.C. YOU MAY
NOT
install, use, distribute or copy the Product except
as expressly permitted in this License.
translate, reverse engineer, decompile, or disassemble
the Product, except to the extent, if any, that such
activities are clearly and expressly permitted by
applicable law despite such restrictions.
sell, transfer, rent, lease or assign the Product,
or allow any third party to benefit from or access
the Product on a "service bureau," hosted
application, or similar basis.
modify the Product, merge the Product as part of any
other product or collection of products, or create
derivative works derived from the Product or any component
thereof, without the prior written consent of American
PrintWare, Inc. (APWI)
use the Product, or any of its components, to create
any product that competes with the Product or any
of its components.
transfer the Product or your rights under this License
to someone else.
permit others to perform any of the activities restricted
by this Paragraph C.
In addition, in no event do we authorize you or anyone
else to use the Product in applications or systems
where the Product's failure to perform can reasonably
be expected to result in significant physical injury,
property damage, or loss of life, including but not
limited to use in hazardous environments requiring
fail-safe performance, such as in the operation of
nuclear facilities, aircraft navigation or communication
systems, air traffic control, direct life support
machines, or weapons systems. The Product is not fault-tolerant
and is not designed, manufactured or intended for
any such use. Any such use is entirely at your own
risk, and you agree to defend, indemnify and hold
American PrintWare, Inc. and its principals, shareholders,
officers, employees, affiliates, contractors, affiliates,
and licensors, harmless from any and all claims or
losses relating to such unauthorized use.
D. TERM
If you purchased a Monthly Rental License, Annual
Perpetual License or site license, your license to
use the Product is for a limited time period, as specified
on your Sales Agreement. In all events, your rights
regarding the Product under this License shall remain
in effect only as long as you are in full compliance
with the terms and conditions of this License and
the Sales Agreement, and shall terminate automatically
if you fail to comply with any such terms or conditions.
You agree, upon termination, to destroy all copies
of the Product received, made or used by you in connection
with this License. Paragraphs D, E, F, G and H and
your indemnity obligations hereunder shall survive
the expiration or termination for any reason of this
Agreement.E. OWNERSHIP
All patents, copyrights, trademarks, trade secrets
and other intellectual property and other proprietary
rights in the Product are and shall remain in APWI
or its licensors. The source code of the Product and
all information regarding the design, structure or
internal operation of the Product are valuable trade
secrets of APWI or its licensors ("Confidential
Information"). To the extent, if any, to which
you learn any Confidential Information, you shall
not sell, transfer, publish, disclose, display, or
otherwise permit access by any third party to, the
Confidential Information. The restrictions set forth
in this Paragraph E do not apply to information that
was publicly known prior to the time you received
it, or which becomes known to you through no violation
of any obligation of confidentiality on the part of
you or any third party.
You shall ensure that any copies of the Product that
you make or have made pursuant to this License bear
all copyright and other proprietary notices contained
in or affixed to the copy or copies of the Product
as created and packaged by us. All rights of any kind
in the Product that are not expressly granted in this
License are entirely and exclusively reserved to APWI
or its licensors. F. Serial Number
This License has a unique serial number, which is
Confidential Information. Publishing this serial number
or disclosing it to any third party will be deemed
a material breach of this License.
G. LIMITED WARRANTY; EXCLUSIONS OF LIABILITY
THE PROVISIONS OF THIS PARAGRAPH G APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE OTHER
RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY
TO COUNTRY.
FOR A PERIOD OF 30 DAYS FOLLOWING YOUR PURCHASE OF
THE PRODUCT (THE "WARRANTY PERIOD"), APWI
WARRANTS THAT THE PRODUCT SHALL COMPLY IN ALL MATERIAL
RESPECTS WITH ITS WRITTEN SPECIFICATIONS AND THAT
ANY MEDIA UPON WHICH THE PRODUCT IS PROVIDED SHALL
BE FREE OF MATERIAL DEFECTS. APWI SOLE LIABILITY,
AND YOUR SOLE REMEDY, FOR ANY BREACH OF THE FOREGOING
WARRANTY SHALL BE THE REPAIR OR REPLACEMENT OF THE
PRODUCT OR MEDIA, AS APPLICABLE, OR THE REFUND OF
ANY AMOUNTS PAID BY YOU FOR THE PURCHASE OF THE PRODUCT
LICENSE. ALL WARRANTY CLAIMS MUST BE MADE DURING THE
WARRANTY PERIOD.
EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH G(2), THE
PRODUCT IS PROVIDED TO YOU "AS IS" WITHOUT
WARRANTY OF ANY KIND. APWI DOES NOT WARRANT THAT THE
PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION
OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE
OF THE PRODUCT IS ASSUMED BY YOU. APWI DOES NOT MAKE,
AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
APWI, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES
SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THE WARRANTY SET FORTH IN PARAGRAPH G(2),
AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
H. GENERAL
This License, together with the Sales Agreement, forms
the entire agreement between you and us regarding
the subject matter set forth herein, superseding any
other agreement or discussions, oral or written, and
may not be changed except by a signed agreement. This
License shall be governed by and construed in accordance
with the laws of the State of California, excluding
that body of law applicable to choice of law and excluding
the United Nations Convention on Contracts for the
International Sale of Goods and any legislation implementing
such Convention. If any provision of this License
is declared by a Court of competent jurisdiction to
be invalid, illegal, or unenforceable, such provision
shall be severed from the License and the other provisions
shall remain in full force and effect. The prevailing
party in any action to enforce or interpret this License
agreement shall be entitled to recover its costs and
expenses, including attorneys' fees.
You agree to the exclusive jurisdiction of, and venue
in, the state and federal courts located in Orange
County, California, USA for any dispute or matter
relating to, arising from or connected with this License
agreement. Notwithstanding the foregoing, APWI shall
have the right to seek injunctive relief and the enforcement
of judgments in any court of competent jurisdiction.
Any waiver by us of any violation of this License
by you shall not constitute, nor contribute to, a
waiver by us of any other or future violation of the
same provision, or any other provision, of this License.
The parties acknowledge and agree that no third party
(including but not limited to your customers, clients
or licensees) shall have any rights, either against
us or our licensors, as a third party beneficiary
of any rights, licenses, products or services granted
or provided by us to you hereunder. APWI may freely
assign or delegate this Agreement, in whole or in
part. This License is personal to you, and you agree
not to assign or delegate, in whole or in part, this
License or any of your rights or obligations hereunder.
Any assignment in violation of the forgoing restrictions
shall be considered null and void.
U.S. Government Users. All software included in the
Product and provided to the U.S. Government, including
its civilian and military agencies, is commercial
computer software that was developed at private expense
prior to its provision to any U.S. Government entity.
Subject to any applicable regulations set out in the
FAR or DFARS (and any superseding regulations), the
Product is provided with the commercial license rights
and restrictions described elsewhere in this Agreement.
For Department of Defense agencies, the restrictions
set forth in the "Technical Data - Commercial
items" clause at DFARS 252.227-7015 (Nov 1995)
shall also apply. Contractor/manufacturer is American
PrintWare, Inc. (APWI). 27126B Paseo Espada, Suite
724, San Juan Capistrano, Ca 92675
You agree that your use of the Product shall comply
with all applicable laws and regulations. Without
limiting the foregoing, you understand that the Product
is subject to the export control laws and regulations
of the U.S. or other applicable jurisdictions. You
agree that you will not export or re-export the Product
in violation of such laws or regulations.
APWI reserves the right to inspect your facilities,
servers and computers to ensure that you are in full
compliance with this License agreement. You agree
that APWI has the right to access and inspect your
facilities, servers and computers for the foregoing
purpose, including by using remote software monitoring
tools without further notice to you.
BY CLICKING ON THE "PRODUCT DOWNLOAD" LINK
BELOW, YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS
OF THIS LICENSE AND THE SALE AGREEMENT. IF YOU ARE
PURCHASING THE PRODUCT ON BEHALF OF ANY ORGANIZATION,
COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT
THAT YOU HAVE FULL AUTHORITY TO ENTER INTO THIS LICENSE
AND THE SALE AGREEMENT ON BEHALF OF SUCH ENTITY.
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