COSS Software License and Warranty

COSS Systems Corp. ("COSS") licenses this Software (as defined below) to you only upon the condition that you accept all of the terms and conditions contained in the following license agreement. Please read the terms and conditions carefully as continuing with the setup procedure will indicate your acceptance of all of the terms and conditions of the license agreement ("Agreement"). If you do not agree to the terms and conditions, COSS is unwilling to license the software to you, in which case you must immediately return the software to COSS or your authorized dealer.

Definitions
Except for any software, programs, applications, files, or other electronic material which is licensed to Licensee by a third party (including but not limited to Microsoft, Inc.), "Software" as used herein shall mean the programs, applications, and files delivered to Licensee by Licensor, whether supplied by removable media or file transfer, as well as any and all copies, updates, maintenance releases, or modifications provided by COSS, and all parts or portions thereof.

"Licensor" shall be taken as referring to COSS Systems Incorporated.

"Licensee" shall be taken as referring to the person or business entity that purchased this License to use this Software or for whom such License was purchased.

“Station” shall mean a single personal computer, workstation, terminal, handheld computer, mobile phone, personal digital assistant, or other electronic device.

Grant of License
Upon acceptance of the Agreement, as evidenced by opening the software envelope, continuing the setup procedure or using the Software, COSS grants Licensee a fully paid up, irrevocable, non-transferable, non- sublicensable, non-assignable, non-exclusive, worldwide license to use, execute, install, and run one copy of the Software on as many Stations as licenses purchased under the Quote (including, if applicable, any modifications or extension of the Quote), connected to a single Network Server or Application Server. In addition, Licensee may make one copy of the Software for backup purposes only, provided that the backup copy may not be used for any purpose other than as a backup.

 

Copyright
The Software and the accompanying documentation are protected by the copyright law and by international treaty provisions. It may not be reproduced in any form save for the sole purpose of making a backup copy for archival purposes. You may not reproduce the written documentation accompanying the Software other than copies made for internal use.

 

Other Restrictions
You may not use, copy, modify, or transfer the Software, or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement. Licensee shall not decompile, disassemble, or reverse engineer any of the Software or attempt to do so. Licensee shall not rent, lease, sublicense, or transfer the Software.

 

Proprietary Rights
Other than any license granted herein, Licensor retains exclusive proprietary rights (including all rights, title, and interest) in the Software. Licensee agrees not to represent that the Licensor is affiliated with or

approves of Licensee’s application software in any way. Licensee shall not use Licensor’s name, trademarks, or any Licensor designation in association with Licensee’s application software.

 

Termination
Except as provided in this Section, the license granted hereunder shall be perpetual and irrevocable. In the event that this Agreement is terminated, Licensee shall be entitled to continue to use the Software as updated and enhanced from time to time, under the terms of the License set forth herein, but shall not be entitled to any further support, updates, maintenance, or other services from COSS. In addition, upon such termination, Licensee’s obligations with respect to Other Restrictions shall remain in effect.

In the event that this Agreement, or the Software and Implementation and Consulting Agreement between COSS and Licensee (hereinafter referred to as the “Implementation and Support Agreement”) are terminated, at Licensee’s request and expense, COSS will provide reasonable assistance to facilitate Licensee’s transition to a different service provider. Any such services shall be provided at COSS’s then- existing prevailing rates for support services.

 

Limited Warranties: Disclaimers
COSS does not warrant that the functions contained in this Software will meet your requirements or that the operation of this Software will be uninterrupted or error-free. COSS warrants that provided that Licensee follows the instructions, the Software will perform in a commercially reasonable manner, and substantially as described in the materials provided by COSS to Licensee in connection with the Quote and with the Software. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond COSS’s reasonable control. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies in accordance with the statutory guarantees under local Consumer Law. COSS does warrant the media on which the Software is furnished to be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery to you.

This Limited Warranty covers the Software from the date of installation for the period during which Licensee and COSS (or their permitted successors) are subject to the Implementation and Support Agreement applicable to such Software. In addition, in the event of Termination or if the Parties are no longer subject to a Implementation and Support Agreement, this Limited Warranty shall continue for the longer of one year from the date on which the Software was accepted after installation and configuration by COSS or 30-days from the last received supplement, update, or replacement provided prior to the termination or expiration of this License or the applicable Implementation and Support Agreement.

In addition, COSS warrants in perpetuity that the COSS is the sole owner and title holder of the Software, or is duly authorized by any other owner(s) to license the Software as provided for herein; that it has the right to enter into this Agreement; and that the Software does not and will not violate or infringe upon the intellectual property rights or any other rights of any person, firm, corporation, or other entity.

To the extent permitted by law, any implied warranties, guarantees or conditions (other than of noninfringement and ownership) will continue only during the term of the Limited Warranty. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee or condition lasts.

The Limited Warranty is the only direct warranty from COSS under this Agreement. COSS gives no other express warranties, guarantees or conditions. Where allowed by your local laws, COSS hereby excludes all implied warranties of merchantability and fitness for a particular purpose. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.

Remedies: Limitations
In the event of a breach of the above Limited Warranty, COSS will update, modify, repair, or replace the Software as soon as practicable at its own expense. If after reasonable efforts, COSS is unable to repair or replace it so that it functions in accordance with the Limited Warranty, COSS will refund the amount paid by Licensee for the Software, as set forth in the Quote. COSS will also update, modify, repair, or replace any supplements, updates and replacement Software at no charge during the term of this Agreement. In order to receive such refund, You must uninstall the Software and return any media and other associated materials to COSS.

IN NO EVENT WILL COSS SYSTEMS INC. BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE EVEN IF COSS OR ITS AUTHORIZED REPRESENTATIVE (S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL LICENSOR’S LIABILITY HEREUNDER EXCEED AMOUNTS PAID TO LICENSOR BY LICENSEE UNDER THE TERMS OF THE QUOTE.

General
Licensee may not sublicense, assign or otherwise transfer this License or Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign, or transfer any of the rights, duties or obligations hereunder is expressly prohibited and will terminate this Agreement.

This Agreement will be governed under the laws of the State of Connecticut in the United States of America. Any disagreements relating to this license will be adjudicated in the state or Federal Courts within the State of Connecticut, USA.

By installing the software or continuing with the setup procedure, Licensee acknowledges that Licensee has read this agreement, understands it, and agrees to be bound by its terms and conditions. Licensee further agrees that this is the complete and exclusive statement of the Agreement between us, which supersedes any proposal or prior agreement, oral or written, any provisions imbedded within the Software, and any other communications between us relating to the licensing of the Software.

6281767v.2