User's Manual

Librestream Onsight 1000/2000/2500 User Manual End User License Agreement
73
3. UPGRADES.
3.1 Notwithstanding any other provision of
this Agreement:
(a) Licensee has no license or other right
to use any Upgrade unless Licensee, at
the time of acquiring that Upgrade, already
holds a valid license to use the Software
that is the subject of that Upgrade and has
paid to Librestream the applicable license,
maintenance and/or support fee to use that
Upgrade; and
(b) use of Upgrades is limited to the
Librestream Product in respect of which
Licensee is the original end user purchaser
or lessee and/or to the specific
Computer(s) on which the Software is
licensed to be used, unless Licensee is
otherwise validly licensed to use that
Upgrade and complies with Section 3.1(a).
4. AUDIT RIGHTS AND INDEMNITY.
4.1 Licensee shall, within thirty (30) days
following Licensee’s receipt of written
request from Librestream or any
Librestream distributor or other
representative, fully document and certify
all uses of the Software that Licensee has
made within the period of twelve (12)
months prior to the date of receipt of such
request. In addition, Licensee shall, upon
reasonable advance written notice and
during normal business hours, provide
access and allow Librestream or any
Librestream distributor or other
representative to inspect Licensee’s books,
records and computer systems in order to
confirm Licensee’s compliance with this
Agreement.
4.2 In the event that any such request
response or audit determines that
Licensee is or was using the Software in a
manner that exceeds or exceeded its
license rights, Licensee shall immediately
pay to Librestream on demand any
amount(s) that are required to rectify such
excessive use. This remedy shall be in
addition to, and not in lieu of, any other
right or remedy that Librestream may have
pursuant to this Agreement or otherwise
with respect to such excessive use.
4.3 In the event that any such request
response or audit determines that
Licensee is otherwise not in compliance
with this Agreement, this Agreement shall
immediately terminate as contemplated in
Section 10.1. Such termination shall be in
addition to, and not in lieu of, any other
right or remedy that Librestream may have
pursuant to this Agreement or otherwise
with respect to such non-compliance.
4.4 Licensee shall indemnify Librestream
and save Librestream harmless from and
against any and all losses, damages,
liabilities, costs and expenses (including,
without limitation, reasonable attorneys’
fees) that arise out of or are attributable in
any manner whatsoever to any non-
compliance on the part of Licensee or
those for whom it is in law responsible with
any provision of this Agreement.
5. CONFIDENTIAL INFORMATION.
Licensee shall not disclose to any third
party, or use for any purpose not expressly
permitted herein, any Confidential
Information. Licensee agrees to take all
reasonable measures to protect the
Confidential Information and to prevent
unauthorized disclosure thereof, which
measures shall be at least as stringent as
those measures Licensee takes to protect
its own confidential information of like kind
and which shall in no event be less than
would be taken by a prudent business
person in similar circumstances. Without in
any way limiting the foregoing, Licensee
shall restrict access to Confidential
Information, including the Software, to
Licensee employees and individual third
party contractors who have executed a
written agreement with Licensee sufficient
to protect the Confidential Information in
accordance with the provisions of this
Agreement and who have a "need-to-
know" to carry out the licenses granted
herein. Notwithstanding the foregoing, all
Confidential Information, any and all
documents and other tangible material
and/or objects containing or representing
Confidential Information and any and all
copies thereof shall be and always remain
the property of Librestream or the Third
Party Licensors, as the case may be.
6. REPRESENTATIONS AND
WARRANTIES.
6.1 Librestream warrants that the
Librestream Software will perform in
substantial conformance to the applicable
Librestream published specifications for
that Librestream Software for a period of
12 months from the date of shipment from
Librestream or from the date of
downloading by Licensee, whichever is
earlier, provided that (a) the Librestream
Software remains unmodified by anyone
other than Librestream; (b) the Librestream
Software is and has always been operated
under normal and proper conditions on the
authorized Librestream Product and/or
Computer on which that Librestream
Software is licensed to be used; (c) the
Librestream Software has not been used in
any manner for which it was not designed;
(d) the Librestream Software has not been
used with any unauthorized software,
hardware or third party equipment; (e)
Licensee is not in breach of this
Ag
reement; and (f) notice of any claim
under this limited warranty is received in
writing by Librestream within the 12 month
limited warranty period.
6.2 Licensee’s sole and exclusive remedy
(at law, in equity or otherwise), and the
sole and entire responsibility and liability of
Librestream, with respect to any claim
under the limited warranty set forth in
Section 6.1 is for Librestream, at its sole
option and discretion, to either (a) use
commercially reasonable efforts to bring
the non-warranty-compliant Librestream
Software into substantial conformance with
its published specifications; or (b) refund to
Licensee the purchase price paid for the
non-warranty-compliant Librestream
Software.
6.3 NO REPRESENTATION OR
WARRANTY OF ANY NATURE OR KIND
WHATSOEVER IS PROVIDED BY
LIBRESTREAM REGARDING ANY
THIRD PARTY SOFTWARE. IF AND TO
THE EXTENT THAT ANY THIRD PARTY
SOFTWARE LICENSE AGREEMENT IS
ATTACHED TO THIS AGREEMENT AS A
SCHEDULE OR IS EXPRESSLY
REFERENCED IN ANY SCHEDULE TO
THIS AGREEMENT, LICENSEES
SHOULD CAREFULLY REVIEW ANY
SUCH THIRD PARTY SOFTWARE
LICENSE AGREEMENT TO DETERMINE
WHETHER OR NOT ANY
REPRESENTATION OR WARRANTY IS
PROVIDED TO LICENSEE IN RESPECT
OF THE THIRD PARTY SOFTWARE
THAT IS THE SUBJECT OF SUCH