"VISUAL RETAIL PLUS LICENSE AGREEMENT"
"VISUAL RETAIL PLUS IS WILLING TO LICENSE ITS VISUAL RETAIL PLUS"
"SOFTWARE AND THE ACCOMPANYING DOCUMENTATION TO YOU ONLY ON THE "
"CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS"
"IN THIS AGREEMENT. BY CLICKING ON THE 'YES' BUTTON NOW"
"YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,"
"UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS."
"IF YOU DO NOT AGREE TO THESE TERMS, VISUAL RETAIL PLUS IS UNWILLING
TO AND DOES"
"NOT LICENSE THE SOFTWARE TO YOU. IF YOU DO NOT AGREE TO THESE"
"TERMS YOU MUST CLICK ON THE 'NO' BUTTON AND DISCONTINUE THE"
"USE OF THIS SOFTWARE. ANY USE OF THE SOFTWARE BY YOU IS"
"SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN."
"1. LICENSE. Subject to the terms and conditions of this"
"License Agreement, VISUAL RETAIL PLUS hereby grants you a nonexclusive"
"license to install and use the Software in machine-readable"
"form for testing and evaluation purposes, or purchased license"
"copy on a single personal computer, provided that if you are"
"an individual, on one or more personal computers in your"
"household or home office or business owned or controlled by you for use"
"by your company or by yourself. You may copy the Software only for backup"
"purposes, provided that you reproduce all copyright and other"
"proprietary notices that are on the original copy of the"
"Software."
"2. RESTRICTIONS. VISUAL RETAIL PLUS retains all right, title, and"
"interest in and to the Software, and any rights not expressly"
"granted to you herein are reserved by VISUAL RETAIL PLUS. You may not"
"reverse engineer, disassemble, decompile, or translate the"
"Software, or otherwise attempt to derive the source code of"
"the Software, except to the extent (if at all) expressly"
"permitted under any applicable law. If applicable law expressly"
"permits such activities, any information so discovered or"
"derived shall be deemed to be the confidential proprietary"
"information of VISUAL RETAIL PLUS and must be promptly disclosed by you"
"to VISUAL RETAIL PLUS. Any attempt to transfer any of the rights, duties"
"or obligations hereunder is void. You may not rent, lease or"
"loan the Software. You may not reproduce (except as expressly"
"permitted under Section 1), distribute, re-sell, publicly perform,"
"publicly display, modify or create derivative works of or"
"based on the Software."
"3. TECHNICAL SUPPORT. Limited technical support (via telephone"
"or email response) may be available for a limited period of"
"time if you use the Software in 'Demo Mode'. Information"
"regarding availability, nature and conditions of limited"
"technical support may be found at www.VisualRetailPlus.com."
"4. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE
OF THE SOFTWARE"
"IS AT YOUR SOLE RISK. THE SOFTWARE (AND"
"TECHNICAL SUPPORT, IF ANY) IS PROVIDED 'AS IS' AND WITHOUT ANY"
"WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT
PERMITTED UNDER"
"APPLICABLE LAWS, VISUAL RETAIL PLUS AND ANY APPLICABLE LICENSORS
(FOR THE PURPOSES OF"
"SECTIONS 4, 5 AND 6, VISUAL RETAIL PLUS EXPRESSLY DISCLAIM ALL
WARRANTIES,"
"EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
OF"
"MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND"
"NONINFRINGEMENT. VISUAL RETAIL PLUS DOES NOT WARRANT THAT THE
FUNCTIONS"
"CONTAINED IN THE SOFTWARE WILL MEET YOUR EQUIREMENTS, OR THAT THE
OPERATION"
"OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
DEFECTS IN THE"
"SOFTWARE WILL BE CORRECTED."
"FURTHERMORE, VISUAL RETAIL PLUS DOES NOT WARRANT OR MAKE ANY"
"REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF"
"THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY,"
"RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR"
"ADVICE GIVEN BY VISUAL RETAIL PLUS OR ITS AUTHORIZED REPRESENTATIVES"
"SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS
WARRANTY."
"SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE"
"ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED."
"5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED"
"UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING"
"NEGLIGENCE, SHALL VISUAL RETAIL PLUS, ITS AFFILIATES OR THEIR
DIRECTORS,"
"OFFICERS , EMPLOYEES Or DISTRIBUTORS Or RESELLERS Or "
"AGENTS BE LIABLE FOR ANY INDIRECT,"
"INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES"
"(INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS"
"PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,"
"LOSS OF BUSINESS DATA AND THE LIKE) ARISING OUT OF THE USE"
"OR INABILITY TO USE THE"
"SOFTWARE, EVEN IF VISUAL RETAIL PLUS OR ITS AUTHORIZED
REPRESENTATIVE"
"HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES."
"SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY"
"FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR"
"EXCLUSION MAY NOT APPLY. IN NO EVENT SHALL VISUAL RETAIL PLUS'"
"TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND"
"CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,"
"OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT PAID BY YOU FOR
THE SOFTWARE OR $10."
"6. INDEMNITY. You agree to defend and indemnify VISUAL RETAIL PLUS"
"against all any and all claims, losses, liabilities, damages,"
"costs and expenses, including attorney's fees, which VISUAL RETAIL PLUS"
"may incur as a result of or in connection with your breach of"
"this Agreement."
"7. TERM AND TERMINATION. This Agreement shall continue until"
"terminated. You may terminate the Agreement at any time by"
"deleting all copies of the Software and all related"
"information. This Agreement terminates immediately and"
"automatically, with or without notice, if you fail to comply"
"with any provision hereof. Additionally, if you use the software"
"in a 'Demo Mode' VISUAL RETAIL PLUS may at any"
"time terminate this Agreement, without cause, upon notice to"
"you. Upon termination you must delete or destroy all copies"
"of the Software in your possession. Sections 2, 4 through 6,"
"8, 9 and 11 survive termination."
"8. EXPORT. The installation Software contains strong encryption that is"
"subject to the laws and regulations of the US Government."
"Licensee agrees and certifies that neither the Software nor"
"any other technical data received from VISUAL RETAIL PLUS, nor the direct"
"product thereof, will be exported, re-exported, or transferred"
"except as authorized and as permitted by the laws and"
"regulations of the United States Government. Prohibited exports"
"include but are not limited to; the export, re-export, or"
"transfer of the Software or technical data to any prohibited"
"entities or destinations subject to the US Government's current"
"list of restricted or embargoed countries, any parties currently"
"listed on the US Government's Denied Parties or Specially"
"Designated National list, and any proliferation activities"
"prohibited by the US Government such as chemical, biological,"
"nuclear or missile technology."
"9. GOVERNMENT END USERS. If you are or are acting on behalf of"
"an agency or instrumentality of the United States Government, the"
"Software, as applicable, is 'commercial computer software' and"
"'commercial computer software documentation' and pursuant to"
"FAR 12.212 or DFARS 227 7202 and their successors, as applicable,"
"use, reproduction and disclosure of the Software is governed by"
"the terms of this Agreement."
"10. CONTRACTING PARTIES. If the Software is installed on any"
"computer owned by a corporation or other legal entity, then this"
"Agreement is formed by and between VISUAL RETAIL PLUS and such entity. The"
"individual executing this Agreement represents and warrants to"
"VISUAL RETAIL PLUS that they have the authority to bind such entity to the"
"terms and conditions of this Agreement."
"11. GENERAL. This Agreement is governed and interpreted in"
"accordance with the laws of the State of New Jersey without"
"giving effect to its conflict of laws provisions. The United"
"Nations Convention on Contracts for the International Sale of"
"Goods is expressly disclaimed and shall not apply. Any claim"
"arising out of or related to this Agreement must be brought"
"exclusively in a federal or state court located in Trenton,"
"New Jersey and you consent to the jurisdiction of such"
"courts. If any provision of this Agreement shall be invalid,"
"the validity of the remaining provisions of this Agreement shall"
"not be affected. This Agreement is the entire and exclusive"
"agreement between VISUAL RETAIL PLUS and you with respect to the Software"
"and supersedes all prior agreements (whether written or oral)"
"and other communications between VISUAL RETAIL PLUS and you with respect"
"to the Software."
"VISUAL RETAIL PLUS IS WILLING TO LICENSE ITS VISUAL RETAIL PLUS"
"SOFTWARE AND THE ACCOMPANYING DOCUMENTATION TO YOU ONLY ON THE "
"CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS"
"IN THIS AGREEMENT. BY CLICKING ON THE 'YES' BUTTON NOW"
"YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,"
"UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS."
"IF YOU DO NOT AGREE TO THESE TERMS, VISUAL RETAIL PLUS IS UNWILLING
TO AND DOES"
"NOT LICENSE THE SOFTWARE TO YOU. IF YOU DO NOT AGREE TO THESE"
"TERMS YOU MUST CLICK ON THE 'NO' BUTTON AND DISCONTINUE THE"
"USE OF THIS SOFTWARE. ANY USE OF THE SOFTWARE BY YOU IS"
"SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN."
"1. LICENSE. Subject to the terms and conditions of this"
"License Agreement, VISUAL RETAIL PLUS hereby grants you a nonexclusive"
"license to install and use the Software in machine-readable"
"form for testing and evaluation purposes, or purchased license"
"copy on a single personal computer, provided that if you are"
"an individual, on one or more personal computers in your"
"household or home office or business owned or controlled by you for use"
"by your company or by yourself. You may copy the Software only for backup"
"purposes, provided that you reproduce all copyright and other"
"proprietary notices that are on the original copy of the"
"Software."
"2. RESTRICTIONS. VISUAL RETAIL PLUS retains all right, title, and"
"interest in and to the Software, and any rights not expressly"
"granted to you herein are reserved by VISUAL RETAIL PLUS. You may not"
"reverse engineer, disassemble, decompile, or translate the"
"Software, or otherwise attempt to derive the source code of"
"the Software, except to the extent (if at all) expressly"
"permitted under any applicable law. If applicable law expressly"
"permits such activities, any information so discovered or"
"derived shall be deemed to be the confidential proprietary"
"information of VISUAL RETAIL PLUS and must be promptly disclosed by you"
"to VISUAL RETAIL PLUS. Any attempt to transfer any of the rights, duties"
"or obligations hereunder is void. You may not rent, lease or"
"loan the Software. You may not reproduce (except as expressly"
"permitted under Section 1), distribute, re-sell, publicly perform,"
"publicly display, modify or create derivative works of or"
"based on the Software."
"3. TECHNICAL SUPPORT. Limited technical support (via telephone"
"or email response) may be available for a limited period of"
"time if you use the Software in 'Demo Mode'. Information"
"regarding availability, nature and conditions of limited"
"technical support may be found at www.VisualRetailPlus.com."
"4. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE
OF THE SOFTWARE"
"IS AT YOUR SOLE RISK. THE SOFTWARE (AND"
"TECHNICAL SUPPORT, IF ANY) IS PROVIDED 'AS IS' AND WITHOUT ANY"
"WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT
PERMITTED UNDER"
"APPLICABLE LAWS, VISUAL RETAIL PLUS AND ANY APPLICABLE LICENSORS
(FOR THE PURPOSES OF"
"SECTIONS 4, 5 AND 6, VISUAL RETAIL PLUS EXPRESSLY DISCLAIM ALL
WARRANTIES,"
"EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
OF"
"MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND"
"NONINFRINGEMENT. VISUAL RETAIL PLUS DOES NOT WARRANT THAT THE
FUNCTIONS"
"CONTAINED IN THE SOFTWARE WILL MEET YOUR EQUIREMENTS, OR THAT THE
OPERATION"
"OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
DEFECTS IN THE"
"SOFTWARE WILL BE CORRECTED."
"FURTHERMORE, VISUAL RETAIL PLUS DOES NOT WARRANT OR MAKE ANY"
"REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF"
"THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY,"
"RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR"
"ADVICE GIVEN BY VISUAL RETAIL PLUS OR ITS AUTHORIZED REPRESENTATIVES"
"SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS
WARRANTY."
"SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE"
"ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED."
"5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED"
"UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING"
"NEGLIGENCE, SHALL VISUAL RETAIL PLUS, ITS AFFILIATES OR THEIR
DIRECTORS,"
"OFFICERS , EMPLOYEES Or DISTRIBUTORS Or RESELLERS Or "
"AGENTS BE LIABLE FOR ANY INDIRECT,"
"INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES"
"(INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS"
"PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,"
"LOSS OF BUSINESS DATA AND THE LIKE) ARISING OUT OF THE USE"
"OR INABILITY TO USE THE"
"SOFTWARE, EVEN IF VISUAL RETAIL PLUS OR ITS AUTHORIZED
REPRESENTATIVE"
"HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES."
"SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY"
"FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR"
"EXCLUSION MAY NOT APPLY. IN NO EVENT SHALL VISUAL RETAIL PLUS'"
"TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND"
"CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE,"
"OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT PAID BY YOU FOR
THE SOFTWARE OR $10."
"6. INDEMNITY. You agree to defend and indemnify VISUAL RETAIL PLUS"
"against all any and all claims, losses, liabilities, damages,"
"costs and expenses, including attorney's fees, which VISUAL RETAIL PLUS"
"may incur as a result of or in connection with your breach of"
"this Agreement."
"7. TERM AND TERMINATION. This Agreement shall continue until"
"terminated. You may terminate the Agreement at any time by"
"deleting all copies of the Software and all related"
"information. This Agreement terminates immediately and"
"automatically, with or without notice, if you fail to comply"
"with any provision hereof. Additionally, if you use the software"
"in a 'Demo Mode' VISUAL RETAIL PLUS may at any"
"time terminate this Agreement, without cause, upon notice to"
"you. Upon termination you must delete or destroy all copies"
"of the Software in your possession. Sections 2, 4 through 6,"
"8, 9 and 11 survive termination."
"8. EXPORT. The installation Software contains strong encryption that is"
"subject to the laws and regulations of the US Government."
"Licensee agrees and certifies that neither the Software nor"
"any other technical data received from VISUAL RETAIL PLUS, nor the direct"
"product thereof, will be exported, re-exported, or transferred"
"except as authorized and as permitted by the laws and"
"regulations of the United States Government. Prohibited exports"
"include but are not limited to; the export, re-export, or"
"transfer of the Software or technical data to any prohibited"
"entities or destinations subject to the US Government's current"
"list of restricted or embargoed countries, any parties currently"
"listed on the US Government's Denied Parties or Specially"
"Designated National list, and any proliferation activities"
"prohibited by the US Government such as chemical, biological,"
"nuclear or missile technology."
"9. GOVERNMENT END USERS. If you are or are acting on behalf of"
"an agency or instrumentality of the United States Government, the"
"Software, as applicable, is 'commercial computer software' and"
"'commercial computer software documentation' and pursuant to"
"FAR 12.212 or DFARS 227 7202 and their successors, as applicable,"
"use, reproduction and disclosure of the Software is governed by"
"the terms of this Agreement."
"10. CONTRACTING PARTIES. If the Software is installed on any"
"computer owned by a corporation or other legal entity, then this"
"Agreement is formed by and between VISUAL RETAIL PLUS and such entity. The"
"individual executing this Agreement represents and warrants to"
"VISUAL RETAIL PLUS that they have the authority to bind such entity to the"
"terms and conditions of this Agreement."
"11. GENERAL. This Agreement is governed and interpreted in"
"accordance with the laws of the State of New Jersey without"
"giving effect to its conflict of laws provisions. The United"
"Nations Convention on Contracts for the International Sale of"
"Goods is expressly disclaimed and shall not apply. Any claim"
"arising out of or related to this Agreement must be brought"
"exclusively in a federal or state court located in Trenton,"
"New Jersey and you consent to the jurisdiction of such"
"courts. If any provision of this Agreement shall be invalid,"
"the validity of the remaining provisions of this Agreement shall"
"not be affected. This Agreement is the entire and exclusive"
"agreement between VISUAL RETAIL PLUS and you with respect to the Software"
"and supersedes all prior agreements (whether written or oral)"
"and other communications between VISUAL RETAIL PLUS and you with respect"
"to the Software."
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VRP License