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READ CAREFULLY THIS END USER LICENSE AGREEMENT BEFORE accessing, receiving, downloading, syncing, using, or possessing OR continuing to access, receive, download, sync, use or possess Software, Documentation or Data. The Grant of License contains LIMITATIONS and RESTRICTIONS on your right to access and/or use the Software,

INFO-COP(R) E-TICKET END USER LICENSE AGREEMENT

1. License.

GTBM Inc. ("GTBM") hereby grants to End User, and the End User hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-transferable, non-exclusive license to use the Info-Cop(R) E-Ticket software (the "Software") subject to the terms and conditions of this agreement. The End User acknowledges that it has no rights in the Software, except as specifically provided in this Agreement. Acceptance of the terms of this License shall extend all of the terms to any Agency through which End User has been authorized to use this Software, as though the End User's Agency was also an End User.

These terms also apply to any GTBM updates or supplements. The Software is licensed on a per copy per device basis. End User may install one copy of the Software on one device. That device is the "licensed device." The Software is licensed, not sold. End User may use the Software only as expressly permitted in this agreement. In doing so, End User must comply with any technical limitations in the Software that only allow End Users to use it in certain ways.

2. Uses Not Permitted.

The End User's use of the Software is subject to each of the following restrictions and limitations. The End User agrees that it shall not:

  • Transfer the Software electronically from one central processing unit ("CPU") to another.
  • Modify, adapt, translate or create derivative works.
  • Make copies of the Software except as provided in Section 3, Backup Copies, of this Agreement.
  • Remove or modify any software markings or notices of proprietary rights.
  • Grant sub-licenses, leases or other rights to the Software.
  • Distribute in any fashion the End User's copy of the Software.
  • Reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Software.
  • Work around any technical limitations in the Software.
  • Use the Software in any way that is against the law.
  • Rent, lease or lend the Software.

3.1 Confidentiality.

a) End User acknowledges that the Software constitutes trade secrets and Confidential Information of GTBM.

b) GTBM retains the right to seek copyright protection for the Software or any copyrightable material. End User shall not remove any copyright or proprietary rights notice included in any materials furnished in connection with this Agreement.

c) End User will take all necessary actions to protect Confidentiality in relation to the Software.

4. Backup Copies.

The End User may make back-up copies strictly for its disaster recovery. All such copies shall be subject to all of the terms and conditions of this Agreement. The End User shall maintain a written record at all times of the location of all back-up copies.

5. Termination.

GTBM may terminate all licenses granted hereunder in the event of the failure by the End User to comply with any term or condition of this Agreement. Termination shall be effective on written notice by GTBM to the End User. Upon termination, the End User shall destroy all copies of the Software then in its possession or under its control and certify such destruction within five (5) days following receipt of GTBM's termination notice.

6. Warranties.

(a) GTBM warrants that End-User's use of Software has been certified by the New Jersey Office of the Administrator of Courts (AOC) and shall remain compliant with AOC standards throughout its use.

(b) GTBM warrants that the Software shall be free from defects in materials or workmanship and errors. GTBM further agrees to furnish, promptly and without additional charge, all labor and parts necessary to remedy any such defect or error, which does not affect AOC compliance, called to its attention in writing no later than six (6) months after installation of the Software.

(c) GTBM's OBLIGATIONS FOR BREACH OF WARRANTY SHALL BE LIMITED TO CORRECTION OR REPLACEMENT OF THAT PORTION OF THE SOFTWARE WHICH FAILS TO CONFORM TO SUCH WARRANTY. IN NO EVENT SHALL GTBM OR ITS LICENSORS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, OR LOSS OF DATA ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE. GTBM SHALL HAVE NO RESPONSIBILITY TO CORRECT ANY DATABASE ERRORS OR ANY ERRORS OR DAMAGES CAUSED BY OR ARISING OUT OF HARDWARE DEFECTS OR INPUT ERRORS OR USE OF THE SOFTWARE IN WAYS FOR WHICH IT WAS NOT DESIGNED. IN NO EVENT SHALL GTBM BE LIABLE FOR ANY BREACH OF WARRANTY UNLESS WRITTEN NOTICE THEREOF IS GIVEN TO GTBM WITHIN SIX MONTHS AFTER INSTALLATION OF THE SOFTWARE. GTBM's WARRANTY OBLIGATIONS SHALL BE VOID IF: (I) THE END USER MODIFIES THE SOFTWARE WITHOUT THE PRIOR WRITTEN CONSENT OF GTBM OR (II) THE NON CONFORMANCE OF THE SOFTWARE IS DUE TO ITS MISUSE OR NEGLIGENCE OR OTHERWISE CAUSED BY A BREACH OF END USER'S OBLIGATIONS HEREUNDER; OR (III) THE END USER FAILS TO FOLLOW IN ALL MATERIAL RESPECTS WRITTEN INSTRUCTIONS OF GTBM; OR (IV) THE SOFTWARE IS USED WITH OTHER INCOMPATIBLE PRODUCTS OR SERVICES. THIS WARRANTY DOES NOT COVER PROBLEMS CAUSED BY END USER ACTS (OR FAILURES TO ACT), THE ACTS OF OTHERS, OR EVENTS BEYOND GTBM'S REASONABLE CONTROL.

(d) GTBM or its licensors shall defend any claim or proceeding brought against the End User to the extent that it is based on an assertion that the End User's use of the Software under this Agreement constitutes an infringement of any United States patent, copyright, trade secret, trademark, or other property interest rights, and shall indemnify the End User against all costs, damages and expenses finally awarded against the End User which are attributable to such claim, provided that the End User notifies GTBM promptly in writing of any such claim or proceeding and gives GTBM full and complete authority, information and assistance to defend such claim or proceeding and further provided that GTBM shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement. In the event that the Software is finally held to be infringing and its use by the End User is enjoined, GTBM or its licensors shall, at its election: (i) procure for the End User the right to continue to use the Software; (ii) modify or replace the Software so that it becomes non-infringing; or (iii) return to the End User the fee paid under this Agreement, less an allowance for use of the Software by the End User, prorating the useful life of the Software over a five (5) year period. GTBM shall have no liability hereunder if the End User modifies the Software in any manner and such modification is determined by a court of competent jurisdiction to be a contributing cause of the infringement or if the End User uses the Software in a manner contrary to the provisions of this Agreement or in conjunction with unauthorized equipment. The foregoing states GTBM's and its licensors entire liability, and the End User's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade secret, trademark, or other property interest rights by the Software, any part thereof or the use thereof.

(e) THE WARRANTIES CONTAINED IN THIS SECTION 6 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GTBM's EXPRESS WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY SHALL ARISE OUT OF, GTBM's RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE.

7. Miscellaneous.

This Agreement shall be governed by the laws of the State of New Jersey. This Agreement and any exhibits thereto constitute the entire agreement related to the Software and supersede all prior agreements, understandings, negotiations and discussions between the parties in connection therewith, whether oral or written. End User may not assign the Agreement or the license granted by it without the express, written consent of GTBM. Except as otherwise provided in the Agreement, notices, demands, requests or other communications which are given or required pursuant to the Agreement shall be in writing and shall be delivered by first class, registered or certified mail, postage prepaid, or by hand (including third-party courier or nationally recognized overnight service) or facsimile to a party's primary address. Each party agrees to provide the other notice of any address change. If any term of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. If either party fails to require performance by the other party of any provision, it shall not affect the right to require performance at any time thereafter nor shall it be held to be a waiver of the provision itself. Pursuit of any remedy hereunder or under applicable law by either party shall not prevent such party from pursuing any other available remedy and shall not operate as an election of remedies. Except for payment obligations, neither party will be responsible for performance of its obligations hereunder where delayed or hindered by war, terrorism, riots, embargoes, strikes or acts of its vendors, suppliers, accidents, acts of God or any other event beyond its reasonable control. End User acknowledges and agrees that, due to the unique nature of the Software there can be no adequate remedy at law for a material breach of the Agreement and that such breach would cause irreparable harm to GTBM or its licensors; therefore, GTBM or its licensors shall be entitled to seek immediate equitable relief, in addition to whatever remedies GTBM or its licensors might have at law or under the Agreement.

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