PC Transfer Utility License Agreement

PITNEY BOWES PC TRANSFER UTILITY FOR DM SERIES ANALYTICS PROGRAM LICENSE AGREEMENT

THIS AGREEMENT STATES THE TERMS AND CONDITIONS UPON WHICH PITNEY BOWES INC. OFFERS TO LICENSE ITS PC TRANSFER UTILITY FOR DM SERIES ANALYTICS PROGRAM.  BY INSTALLING, OR OTHERWISE USING THE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  YOU ALSO REPRESENT THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO A BINDING CONTRACT AND ARE AUTHORIZED TO BIND THE USER OF THE PROGRAM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MAY NOT INSTALL THE PROGRAM NOR USE IT AND IT IS YOUR RESPONSIBILITY TO EXIT THE INSTALLATION PROCESS WITHOUT INSTALLING THE PROGRAM, AND, IF INSTALLED, TO DELETE THE PROGRAM FROM YOUR COMPUTER.    

This Agreement is effective as of the original date of acceptance of this Agreement or installation of the PROGRAM (as defined below), whichever occurs first.  The Parties are Pitney Bowes Inc. including its subsidiaries, as the licensor (herein referred to as "PITNEY BOWES"), and you as an individual or entity (herein also referred to as "LICENSEE").

IMPORTANT:  The PROGRAM consists of PITNEY BOWES PC Transfer Utility for DM Series Analytics software along with supplied user documentation and other PITNEY BOWES proprietary software and databases protected under domestic and international patent, copyright, trademark and trade secret laws, and includes products developed by third parties and distributed under license by PITNEY BOWES, and includes any upgrades thereto.

A.        LICENSE

For so long as you have a valid user account ("USER ACCOUNT”) with PITNEY BOWES and are not in breach of this Agreement, PITNEY BOWES hereby grants to LICENSEE a non-exclusive, non-transferable license to use the PROGRAM with one Pitney Bowes digital mailing product in accordance with the terms and conditions of this License Agreement.  Any fees paid to PITNEY BOWES by LICENSEE are in consideration for the license granted provided under this Agreement and any services related thereto.

LICENSEE shall not: (a) use the PROGRAM as a network-based product, (b) transfer, assign, or sublicense the PROGRAM; (c) reproduce or make backup copies of any portion of the PROGRAM; (d) modify, adapt, translate, rent, lease, loan or distribute the PROGRAM or create any derivative works or adaptations of the PROGRAM; or (e) attempt to reverse engineer, decompile or otherwise determine the algorithms embedded within the PROGRAM.

LICENSEE shall not remove, modify, destroy or obscure any proprietary, trademark or copyright markings or confidentiality legends (of PITNEY BOWES or its suppliers) in the PROGRAM or proprietary, trademark or copyright markings or confidentiality legends displayed by the PROGRAM or any automatically generated electronic files.

LICENSEE hereby represents and warrants that, unless it has obtained all required authorizations and taken all other actions necessary to comply with applicable laws in the United States and Canada, it will not export or otherwise disclose, directly or indirectly, any technology or software received from PITNEY BOWES nor allow the direct product thereof to be shipped or to be disclosed, either directly or indirectly, to any destination or person prohibited by applicable laws in the United States or Canada.

LICENSEE acknowledges and agrees that all right, title and interest in and to the PROGRAM are and shall remain with PITNEY BOWES or its suppliers.  This Agreement does not convey to LICENSEE any interest in or to the PROGRAM, but only a limited right of use, revocable in accordance with the terms of this Agreement. 

B.        NO WARRANTIES

PITNEY BOWES AND ITS SUPPLIERS PROVIDE THE PROGRAM "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF RESULTS, PERFORMANCE, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In particular, PITNEY BOWES does not guarantee uninterrupted, secure or error free operation of the software. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

C.        LIMITATION OF REMEDIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, WILL PITNEY BOWES OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY DAMAGAES, INCLUDING WITHOUT LIMITATION IN RESPECT OF LOST PROFITS, LOST SAVINGS, LOST POSTAGE, AND ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR BREACH OF CONTRACT OR WARRANTY OR FOR NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PROGRAM EVEN IF PITNEY BOWES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

TO THE EXTENT THE EXCLUSION OF LIABILITY SET OUT ABOVE DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PITNEY BOWES OR ITS SUPPLIERS IN CONNECTION WITH THIS AGREEMENT EXCEED $10.

This Agreement shall be governed in all respects by the laws of the Province of Ontario without regard to conflict of laws principles.  Both parties submit to jurisdiction of the courts sitting in Toronto, Ontario, and further agree that any cause of action arising in connection with this Agreement shall be brought in such courts. The United Nations’ Convention on Contracts for the International Sale of Goods is expressly disclaimed.

If any court of competent jurisdiction finds any provision of this Agreement void or unenforceable, then the validity of remaining provisions of this Agreement shall not be affected.

LICENSEE acknowledges having read this Agreement and understanding it, and agrees to be bound by its terms and conditions.  LICENSEE further agrees that this Agreement is the entire agreement between PITNEY BOWES and LICENSEE with respect to the PROGRAM license and supersedes all prior agreements (whether written or oral) and other communications between PITNEY BOWES and LICENSEE with respect to such license.  It may be changed only in a writing executed by an authorized PITNEY BOWES representative.

It is the express wish of the parties that this Agreement and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.