PinPoint Software License Agreement

Please carefully read the following terms and conditions before using the PinPoint software. Installing, copying, or otherwise using the PinPoint software constitutes your acceptance of this License Agreement.

This License Agreement is a legal agreement between you, Licensee ("Licensee"), and Applied Insight ("Applied Insight"), who develops and licenses the PinPoint Career Guidance System and related materials ("PinPoint Software"). "PinPoint Software" means the set of executable computer programs, documentation and other materials related to PinPoint, including all updates, upgrades, maintenance releases, supplementary programs, utilities, tutorials and other software materials that Applied Insight may provide in relation to PinPoint. Your use of the PinPoint Software shall be exclusively governed by the terms and conditions of the following License Agreement.

The PinPoint Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The PinPoint Software is licensed, not sold.

1. Limitation of Use. Licensee understands and agrees that (i) the PinPoint Software may be used only on the number of user stations specified at the head of this Agreement, (ii) if Licensee installs the PinPoint Software on individual microcomputers, Licensee understands and agrees that a separate license is required for each microcomputer, (iii) if Licensee installs the PinPoint Software on a network, Licensee understands and agrees that it may use and access the PinPoint Software only on the number of user stations (including host) indicated at the head of this Agreement, and (iv) Licensee may not electronically transmit the PinPoint Software to multiple users unless the number of user stations indicated at the head of this Agreement accurately reflects the number of workstations from which the PinPoint Software may be accessed by Licensee's authorized users.

2. Applied Insight’s Intellectual Property

2.1 Acknowledgment of Rights. Licensee acknowledges that (i) as between Applied Insight and Licensee, all right, title and interest in and to the PinPoint Software (including any and all copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are owned by Applied Insight, (ii) this Agreement in no way conveys any right or interest in the PinPoint Software other than the limited rights and licenses expressly granted herein, (iii) the PinPoint Software are works protected by the copyright laws of the United States and international treaties, and (iv) Applied Insight asserts that the PinPoint Software embody valuable confidential and secret information of Applied Insight, the development of which required the expenditure of considerable time and money.

2.2 Licensee’s Obligations. Licensee shall (i) not disclose or permit any third party to use or copy the PinPoint Software, (ii) not alter, reproduce, reverse engineer, dissemble, decompile, create derivative works, translate or in any way attempt to create source code from the PinPoint Software, (iii) not alter or modify the executable Software in any respect, and (iv) take all precautions, including secure storage of the media containing copies of the PinPoint Software, reasonable necessary to prevent unauthorized or improper use of disclosure of the PinPoint Software.

2.3 Injunctive Relief. Breach by licensee of its obligations under this Section would cause Applied Insight irreparable damage for which remedies other than injunctive relief would be inadequate, and Licensee specifically agrees that in any such event Applied Insight will be entitled to an injunction or similar equitable relief immediately upon request to a court of competent jurisdiction without having to show anything other than the fact of such breach.

3. Warranty Disclaimer. Applied Insight makes no warranties, express or implied, with respect to the PinPoint Software or its performance, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose. Applied Insight warrants only that the PinPoint Software is free from defects in materials and workmanship. Applied Insight's total liability, and licensee's sole remedy, under this warranty, shall be limited to, at Applied Insight's option, correction or replacement of the defective media. In no event shall Applied Insight be liable for any special, indirect, or consequential damages arising out of or in connection with use of the PinPoint Software.

4. Limitation of Liability. In no event (i) shall Applied Insight’s maximum liability for all damages exceed actual direct damages caused by the PinPoint Software or, (ii) shall either party’s maximum liability for all damages exceed the amount actually paid to Applied Insight by licensee hereunder in the twelve months preceding the date of the claim, or (iii) shall either party be liable for incidental, consequential, exemplary, special or indirect damages (including but not limited to operational costs, loss, damage or destruction of data) even if such party has been advised of the possibility of the same.

5. Miscellaneous

5.1 Relationship of Parties. Licensee is an independent contractor, and nothing contained herein will be deemed or construed to create a joint venture, franchise, partnership, agency or similar relationship between Applied Insight and Licensee. Licensee has no authority to, and shall not, enter into any agreement or undertake any obligation on behalf of Applied Insight.

5.2 Severability. All terms and provisions of this Agreement are severable. If any of the provisions of this Agreement are found to be invalid by a court of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable.

5.3 Transferability. Licensee shall not (by operation of law or otherwise) assign or transfer its rights or delegate its performance under this Agreement without the prior written consent of Applied Insight, and any such assignment, transfer or delegation without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

5.4 Entire Agreement; Modifications. This Agreement, with all incorporated attachments, constitutes the entire agreement and understanding between Applied Insight and Licensee with respect to the matters contemplated herein and supersedes all other oral or written proposals, representations, agreements, understandings and communications between the parties with respect to such matters, all of which are merged herein. Any preprinted terms and conditions on Licensee's purchase orders shall not amend or supplement this Agreement and shall be of no force or effect. Any modification or amendment to this Agreement shall not be binding unless it is in writing and signed by Applied Insight and Licensee. No condition, usage of trade, course of dealing or performance, understanding or agreement purporting to amend, modify, vary, explain or supplement the terms or conditions of this Agreement shall be binding unless hereafter made in writing and signed by the party to be bound.

5.5 Waiver. No Delay or failure by either party to detect, protest or remedy the failure of the other party to perform any obligation under this Agreement will constitute a waiver of such other party’s rights. No waiver of any provision of this Agreement or of any rights or obligations of either party hereunder will be effective unless in writing and signed by an authorized officer of the waiving party.

5.6 Limitation of Actions. With the exception of provisions of the Agreement that survive its expiration or termination or relate to violation of the proprietary right of Applied Insight, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has arisen, or, in the case of an action for nonpayment, more than two (2) years after the date the last payment was due.


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