IMPORTANT – READ CAREFULLY. This Software License Agreement (Agreement) is a legal agreement between you (either as an individual or a single entity) and MicroTelecom Systems LLC (“MICROTELECOM”), for MICROTELECOM’s software products, which includes computer software, associated media, printed materials, online or electronic documentation (collectively “Software”). By installing, copying or using the Software you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement and would like to obtain a refund of the amounts paid for the Software, you must immediately contact the company who sold you the Software license and comply with its standard return policies and procedures for such Software. Please note that most companies require proof of purchase and the return of the Software within thirty (30) days from the date of purchase, however, return policies and procedures may vary between companies and MICROTELECOM shall not, in any event, be responsible for any return policies and procedures, except for MICROTELECOM’s own return policies and procedures for Software obtained directly from MICROTELECOM.
For the purposes of this Agreement, the following capitalized words and phrases shall be ascribed the following meanings:
MICROTELECOM reserves the right, with or without notice, to restrict your use or access to the Software, in whole or in part, if MICROTELECOM reasonably determines that there is an unauthorized use of your assigned Serial Number or use or access to the Software by persons or entities who are not Authorized Users or Authorized Concurrent Users. Such restriction by MICROTELECOM shall not be a breach of this Agreement by MICROTELECOM and shall be in addition to any other rights and remedies MICROTELECOM has under law and equity.
MICROTELECOM shall defend, at its expense, any claim, proceeding (or suit) brought against you alleging that the Software licensed to you hereunder infringes a United States patent or copyright. MICROTELECOM shall pay all costs and damages finally awarded, provided MICROTELECOM is given prompt written notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. You may, at your option, conduct your own defense at your sole expense. In the defense or settlement of the claim, MICROTELECOM may, at its option and expense, obtain the right for you to continue using the Software, or replace or modify the Software so that it becomes non-infringing. In the event such remedies are not reasonably available, MICROTELECOM will grant you a refund for the Software as depreciated and accept its return. MICROTELECOM shall not have any liability if the alleged infringement is based upon use of other than the latest version of the Software; use of the Software in combination with other products or devices not provided by MICROTELECOM; any modifications made by you; or use of, or access to the Software by any person or entity other than an Authorized User or Authorized Concurrent User. The above states your sole and exclusive remedy for any infringement of the Software.
MICROTELECOM WARRANTS THE MEDIA ON WHICH THE SOFTWARE IS PROVIDED TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF YOUR PURCHASE. MICROTELECOM’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE REPAIR OR REPLACEMENT OF SUCH MEDIA. YOU ACKNOWLEDGE THAT THE SOFTWARE MAY NOT SATISFY ALL YOUR REQUIREMENTS OR BE FREE FROM DEFECTS, AND FURTHER ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH ABOVE WITH RESPECT TO THE MEDIA WARRANTY, MICROTELECOM DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, OR NONINFRINGEMENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE.
MICROTELECOM shall have the right to inspect and audit your records pertaining to the Software to ensure ongoing compliance with this Agreement. MICROTELECOM or MICROTELECOM’s independent certified public accountant shall conduct such inspection and audit at MICROTELECOM’s expense. Any inspection and audit will be conducted during regular business hours with reasonable notice and will not unreasonably interfere with your normal business activities. Inspections and audits will not occur more frequently than once a year, however, if past inspections and audits reveal major discrepancies, MICROTELECOM shall have the right at any time to an inspection and audit upon written request. If any inspection and audit reveal any underreported, unpaid, or unauthorized use of the Software, then you shall promptly pay to MICROTELECOM the then current fee representing the underreported, unpaid or unauthorized use of the Software. In addition, you will be responsible for the costs and expenses of the inspection and audit if such inspection and audit reveal that the then current fee representing the underreported, unpaid or unauthorized use of the Software is equal to or greater than 5% of the amounts actually paid by you for such Software.
IN NO EVENT SHALL MICROTELECOM BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, USE, PROFIT OR REVENUE, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, EVEN IF MICROTELECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MICROTELECOM’S LIABILITY FOR ANY OTHER DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT PAID FOR LICENSING THE SOFTWARE THAT CAUSED SUCH DAMAGES. THIS LIMITATION OF MICROTELECOM’S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE OR ANY OTHER BASIS. BECAUSE SOME COUNTRIES OR STATES DO NOT ALLOW THE ABOVE EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
MICROTELECOM may immediately terminate this Agreement if you are in default of any provision of this Agreement. In the event of such termination, you must either return or destroy the Software and all copies thereof, in whole or in part, and provide MICROTELECOM with written certification of such return or destruction.
This Agreement shall be governed by the laws of the State of Delaware, excluding that body of law known as conflicts of laws, and the United Nations Convention on Contracts for the International Sale of Goods.
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect to the subject matter hereto.
Last Updated: 2021-May-27