| GRANT OF LICENSE. DEALER SOLUTIONS GROUP is the
owner of all rights, titles and interests in the
AutoXplorer(TM) software ("Software")
and all user documentation and other accompanying
materials ("Documentation"). You may not
copy the Software or Documentation for any reason.
You may not reverse engineer, decompile or disassemble
the Software, except and only to the extent that
applicable law notwithstanding this limitation expressly
permits such activity. You may not rent, lease,
or lend the Software. DEALER SOLUTIONS GROUP hereby
grants to you, and you accept, a nonexclusive, nontransferable
license to use the Software on a single computer
or network that is owned, leased, or otherwise controlled
by you. |
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| DEALER SOLUTIONS GROUP RIGHTS. You acknowledge
and agree that DEALER SOLUTIONS GROUP retains all
title and ownership of the Software and Documentation
and that DEALER SOLUTIONS GROUP does not convey
any title or ownership interest to you. You further
acknowledge and agree that the only right granted
to you by this Agreement is the limited license
to use the Software and Documentation according
to the terms and conditions of this Agreement. |
|
| LIMITED WARRANTY ON DISKETTE. DEALER SOLUTIONS
GROUP warrants that for a period of 90 days from
the date you obtain the Software (referred to as
the "Warranty Period"), that the diskettes
in which the Software is contained are free from
defects in material and workmanship. If during the
Warranty Period, you should discover a defect in
the diskettes, you may return the diskettes to DEALER
SOLUTIONS GROUP for replacement. You agree that
the foregoing constitutes your sole and exclusive
remedy for breach by DEALER SOLUTIONS GROUP of any
warranties made under this Agreement. THIS LIMITED
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY
HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
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|
DISCLAIMER OF OTHER WARRANTIES. EXCEPT AS EXPRESSLY
SET FORTH ABOVE, THE DISKETTES, SOFTWARE AND DOCUMENTATION
ARE PROVIDED
TO YOU "AS IS" AND DEALER SOLUTIONS GROUP
DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED
WARRANTIES OF PERFORMANCE, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. |
|
LIMITATION OF LIABILITY. IN NO EVENT WILL DEALER
SOLUTIONS GROUP OR ITS SUPPLIERS BE LIABLE TO YOU
FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL
OR EXEMPLARY DAMAGES ARISING OUT OF YOUR USE OR
INABILITY TO USE THE SOFTWARE OR DOCUMENTATION,
INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR
DAMAGES ARISING FROM LOSS OF DATA, EVEN IF SUCH
DAMAGES WERE FORESEEABLE OR DEALER SOLUTIONS GROUP
OR ITS SUPPLIERS WERE ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION
OR
EXCLUSION OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU. |
|
| SEVERABILITY. Whenever possible, each term of
this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law,
but if any section is unenforceable or invalid under
such law, such section shall be ineffective only
to the extent of such un enforceability or invalidity,
and the remainder of such section and the balance
of this Agreement shall in such event continue to
be binding and in full force and effect. |
|
| NO WAIVER. The failure of either party to enforce
any rights granted by this Agreement or to take
action against the other party in the event of any
breach of this Agreement shall not be deemed a waiver
by that party as to subsequent enforcement of rights
or subsequent actions in the event of future breaches.
|
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| EXPORT RESTRICTIONS. You shall use the Software
only in the United States. You shall not, directly
or indirectly, export or transmit the Software or
the related documentation and technical data into
any other country |
|
| GOVERNING LAW. This Agreement shall be interpreted
and enforced in accordance with the laws of The
State of California. |
|
| GOVERNMENT RESTRICTED RIGHTS: U.S. Government
is subject to restrictions set forth in subparagraphs
(a) through (d) of the Commercial Computer-Restricted
Rights clause at FAR 52.227-19 when applicable,
or to DEALER SOLUTIONS GROUP standard commercial
license, as applicable, and in similar clauses in
the NASA FAR Supplement. Contractor/Manufacturer
is DEALER SOLUTIONS GROUP at 1505 E.17th St Ste#218,Santa
ana,Ca 92705 |
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| TERMINATION. Without prejudice to any other rights,
DEALER SOLUTIONS GROUP may terminate your right
to use the Software under this Agreement if you
fail to comply with the terms and conditions of
this Agreement. In such event, you must destroy
all copies of the Software and all of its component
parts. |
|
| TERM. This Agreement will commence immediately
upon your opening of the diskette/CD package and
shall continue for one year. Thereafter, this Agreement
will renew for additional one-year periods unless
either party terminates the agreement. In the event
you terminate this Agreement prior to renewal date,
or in the event DEALER SOLUTIONS GROUP terminates
the agreement due to your material breach, you will
forfeit all license fees paid to DEALER SOLUTIONS
GROUP and will not be due a prorated refund. You
may terminate this Agreement at any time by returning
all copies of the Software and Documentation to
DEALER SOLUTIONS GROUP. DEALER SOLUTIONS GROUP may
terminate this Agreement upon your breach of any
term of this Agreement. In the event of such termination,
you agree to return any and all copies of the Software
and Documentation to DEALER SOLUTIONS GROUP.All
Software Sales Are FINAL. |
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ENTIRE AGREEMENT. THIS AGREEMENT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
YOU AND DEALER SOLUTIONS GROUP AND SUPERSEDES ANY
PRIOR REPRESENTATION OR AGREEMENT BETWEEN YOU AND
DEALER SOLUTIONS GROUP REGARDING YOUR
USE OF THE SOFTWARE. THIS AGREEMENT SUPERSEDES ANY
CONFLICTING TERMS IN A PURCHASE ORDER THAT YOU MIGHT
SUBMIT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY
ITS TERMS AND CONDITIONS. |
