HELM SYSTEMS | RAP Clientless SSL Web Portal Provider


HELM SYSTEMS CORPORATION SOFTWARE LICENSE AGREEMENT REMOTE ACCESS PASS SYSTEM REDISTRIBUTION NOT PERMITTED

Software License for Remote Access Pass (RAP)

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING TO USE REMOTE ACCESS PASS SYSTEM SOFTWARE. BY INSTALLING THE VIRTUAL PRESENCE SYSTEM SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE UNINSTALL OR REMOVE THIS SOFTWARE IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. GRANT OF LICENSE:
Helm Systems hereby grants you a limited, non-exclusive, personal terminable, non-transferable license to use the Remote Access Pass System Software ("Software") and any related documentation ("Documentation") to: (i) use the Software on any computer at any time to evaluate and use the software; and (ii) There is only one concurrent user license (free) of the downloadable installation software package. and (iii) More than one concurrent user license needs be purchased from HELM SYSTEMS
								  
2. LICENSE RESTRICTIONS:
The Software contains copyrighted material, trade secrets and other proprietary intellectual property of Helm Systems. You may not permit other individuals or entities to use the Software. In order to protect Helm Systems's trade secrets in the Software, you may not decompile, disassemble, reverse-engineer or otherwise display the Software in human-readable form. You may not modify, translate, prepare derivatives of, rent, lease, distribute or lend the Software, and you may not sell to unauthorized third parties the right to use or permit such parties to use the Software on your computer. You may not remove any copyright or other proprietary notices or labels on the Software. You may not copy the Software except as expressly permitted in this license agreement ("Agreement") and you may not transfer, transmit or sublicense the Software. You agree that the terms of this paragraph apply to the Software or any portion thereof. This Agreement and the limited, non-exclusive license granted to you herein are personal to you and non-transferable, whether by merger, operation of law or otherwise, without the prior written consent of Helm Systems, which it may withhold in its sole discretion.
  
3. TITLE:
Subject to the limited, personal, non-exclusive licenses expressly granted to you, title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in Helm Systems. You acknowledge and agree that you do not have any other rights, license or interests in the Software whether by implication, estoppel or otherwise. The Software is protected by the copyright laws of the United States and international copyright treaties and you agree to abide by these laws and provisions. You acquire no of any kind in any Helm Systems trademark, trade name, logo or product designation.
								  
4. NEW RELEASES AND MAINTENANCE:
Helm Systems is not obligated to provide any direct support, maintenance, enhancements or updates of the Software exceptmore than one concurrent users quota be used.
  
5. LIMITATION OF LIABILITY:
THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HELMSYS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF HELMSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HELM SYSTEMS'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) OR COSTS AND EXPENSES (INCLUDING ATTORNEYS' AND EXPERTS' FEES AND COURT COSTS) EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE. (Some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above exclusion may not apply to you.)
								  
6. TERMINATION:
This Agreement and the license granted to you hereby are effective from the time you accept the terms and conditions of this Agreement it is terminated. You may terminate this Agreement at any time by destroying all copies of the Software. This Agreement shall terminate automatically if you fail to comply with the limitations of the license. No notice shall be required from Helm Systems to effectuate such termination. All restrictions on use and all other provisions that may reasonably be expected to survive termination of this Agreement shall do so. Upon termination, you agree to destroy all copies of the Software and cease all further use thereof.

7. DISPUTE RESOLUTION AND ATTORNEY'S FEES:
This Agreement shall be governed by the laws of the State of California, without regard to conflicts of law provisions. You hereby consent to the exclusive jurisdiction of state and federal courts sitting in the State of California. In any suit arising between the parties under or in relation to this Agreement or with respect to the Software and/or Documentation, the prevailing party in such suit shall be entitled to recover its attorneys' and experts' fees and court costs in addition to any other relief to which it may be entitled. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
								  
8. MISCELLANEOUS:
This Agreement shall constitute the complete and exclusive agreement between us. The terms and conditions contained in this License Agreement may not be modified unless both you and an authorized representative of Helm Systems execute a separate written instrument. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.