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.