USPExpress: software license agreement

This is a legal agreement (“license”) between you, the end user, and Unisoft plus LLC (“Unisoft plus”). By installing this software, you are agreeing to be bound by the terms of this agreement.

For USPEXPRESS .NET PRO product, this license does not apply to companies operating in the systems integration market.

1. GRANT OF LICENSE. Unisoft plus grants you the right to use one copy of certain Unisoft plus software product, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (all of which comprises the "Software") on a single terminal connected to a single computer (that is, with a single CPU). You may not network the Software or otherwise use it on more than one computer terminal at the same time unless you have an appropriate team license.

2. COPYRIGHT. The Software is owned by Unisoft plus and is protected by copyright laws and international treaty provisions. You must therefore treat the Software like any other copyrighted material (for example, a book or musical recording) except that you may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the Software.

3. TERM OF LICENSE. The license will continue until you physically destroy all copies of the Software and merged portions thereof.

4. OTHER RESTRICTIONS. You may not rent or lease the Software, but you may transfer the Software and accompanying written materials on a permanent basis provided you retain no copies and the recipient agrees to the terms of this Agreement. You may not reverse engineer, decompile, or disassemble the Software. If the Software is an update, any transfer must include the update and all prior versions.

5. ENHANCEMENTS AND UPDATES. From time to time, at its sole discretion, Unisoft plus may provide enhancements, updates, or new versions of the Software on its then standard terms and conditions thereof. This Agreement shall apply to such enhancements.

6. SOFTWARE MEDIA. If the Software package contains a CD and is downloaded electronically, then you may use only the media appropriate for your single-user computer. You may not use the other media on another computer or loan, rent, lease, or transfer them to another user except as part of the permanent transfer (as provided above) of all Software and written materials.

7. DISTRIBUTION. If you are using the trial version of this product, then you may not distribute any of the files provided with the trial or evaluation version. The control DLL's distributed with the retail product may be distributed by the user royalty free. You shall not develop applications that provide an application programmable interface to the Software or the Software as modified nor may you create Web Services with the Software without the appropriate license from Unisoft plus LLC. Redistribution by your users of Unisoft plus' DLL's or your modified or wrapped version of our DLL's without the appropriate redistribution license from Unisoft plus is prohibited.

8. TRIAL COPY. If you are using a "trial copy" or similar version, specifically designated as such by Unisoft plus on its website or otherwise, then the Licenses are limited as follows: a) any Developed Software may not be distributed or used for any commercial purpose.

9. SOURCE CODE. Provided you have purchased a license to the source code, you may make modifications, enhancements, derivative works and/or extensions to that licensed source code provided to you under the terms set forth in this section 9.
a) You may not distribute the Unisoft plus’ source code, or any modifications, enhancement, derivative work and/or extension thereto in source code form.
b) Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of Unisoft plus.
c) Under no circumstances may the source code be used in whole or in part, as the basis for creating a software product that provides the same, or substantially the same, functionality as any Unisoft plus’ software product. You will not take any action, or assist or otherwise aid anyone else in taking any action, that would limit Unisoft plus' independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.
d) You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express, prior written consent of Unisoft plus.
e) If you compile the source code in whole or in part, into your software product, you must provide portion copyright notice in the acknowledgements of your product. An example of such a notice: “Portions of this software are copyright © Unisoft plus LLC. All rights reserved.”
f) You understand and acknowledge that the source code is licensed as is, and that Unisoft plus does not provide any technical support for the source code.

10. CONFIDENTIALITY. You acknowledge that the Software and any source code provided to you pursuant to this license, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of Unisoft plus. You agree to maintain in confidence the Unisoft plus’ source code (in source code form), and any modification, enhancement, derivative work and/or extension thereto, by using at least the same physical and other security measures as you use for your own confidential technical information and documentation, but in no event less that a commercially reasonable standard of care. You further agree not to disclose the Unisoft plus source code (in source code form), or any aspect thereof, or any modification, enhancement, derivative work and/or extension thereto, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the Software and who are bound to protect such information against any other use or disclosure. You agree to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on Unisoft plus' information, or approved in writing for release by Unisoft plus without restriction.

Limited warranty

LIMITED WARRANTY. You assume all responsibility for the selection of the Software as appropriate to achieve the results you intend. Unisoft plus warrants that the Software shall perform substantially as described in its documentation for a period of ninety (90) days from purchase. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

CUSTOMER REMEDIES. Unisoft plus' entire liability and your exclusive remedy shall be, at Unisoft plus' option, either (a) return of the price paid or (b) repair or replacement of the Software that does not meet Unisoft plus' Limited Warranty and which is returned to Unisoft plus with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall Unisoft plus or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of use of or inability to use this Unisoft plus product.

GENERAL PROVISION. You shall have no right to sub-license any of the rights of this agreement, for any reason. In the event of the breach by you of this Agreement, you shall be liable for all damages to Unisoft plus, and this Agreement shall be terminated. If any provision of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining portions of this Agreement shall not be affected or impaired thereby.

This Agreement constitutes the entire agreement between the parties for the supply of the Software and its associated documentation and supersedes all prior arrangements, agreements, representations, and undertakings. This Agreement may not be changed or modified except by a written instrument duly executed by each of the parties hereto.

Miscellaneous

You shall be responsible for the payment of all taxes, duties, or levies that may now or hereafter be imposed by any authority upon this Agreement for the supply, use, or maintenance of the Software, and if any of the foregoing taxes, duties, or levies are paid at any time by Unisoft plus, you shall reimburse Unisoft plus in full upon demand.

ACKNOWLEDGEMENTS. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.