These policies apply to all Software and Documentation you obtain from TECNICA BUSINESS SYSTEMS, LLC (“TECNICA”) either directly or, except where noted, indirectly such as from an authorized reseller.
A. Definitions of Software and Documentation
“Software” means any software you obtain from TECNICA either directly or indirectly through resellers, whether under TECNICA’s or another party’s brand. Software includes firmware, object and source code, operating systems, utilities, applications, and development tools.
“Documentation” means software and hardware documentation, certain publications, education course material, and other documentation and material related to Software, whether furnished to you in printed form, on magnetic media, or in any other form.
“Product” means Software and Documentation together. TECNICA identifies each Software and Documentation product with a separate Product ID.
B. License to Use Software and Documentation
TECNICA provides Products to you only under a license that begins on the date you receive each Product. The license consists of (a) the terms of any master agreement (such as a Uniform Agreement and/or Support Services Agreement) between use; (b) any acknowledgment of other TECNICA order document relating to that Product; (c) this document; and (d) any additional license terms (such as a “shrink-wrap” license) included with that Product.
If there is a conflict between these documents, their order of precedence is as follows unless we have expressly agreed otherwise: (1) license terms included with a Product; (2) acknowledgment of other TECNICA order documents relating to a Product; (3) any master agreement; and (4) these policies.
C. Terms of Product Licenses
Your use of Products is limited to the terms of your license. TECNICA does not sell, rent, or transfer title its Products to you. Without TECNICA’s written consent, you may not copy Products or sublicense them to third parties. You may transfer or make a Product available to third parties (even if it is installed on hardware that you transfer) only if TECNICA consents in writing and the third party agrees in writing to TECNICA’s license terms and to pay any applicable relicense and periodic license fees than in effect.
You may not modify, translate or make compilations of Products unless TECNICA expressly permits you to do so. TECNICA and/or the developer of the software represented by TECNICA owns all copies of Products, including modifications, translations, and compilations.
Your license to any copy of Software permits you to use that copy with only one unit of hardware (such as a Server, Office Workstation, Point of Sales Station or wireless peripherals) at a time, but by expressly stating in a contract, TECNICA may also license you to copy and use the same Products on multiple units of hardware. Under no circumstances may you make more than the authorized number of copies, or use any Product with hardware which TECNICA did not approve. Your use of Products on unauthorized equipment violates your license and may entitle TECNICA to receive an additional license fee or terminate your license.
A license for TECNICA Products entitles you to obtain:
- One copy of the most recent Software version, issue or edition generally distributed by TECNICA at the time the license is granted.
- One copy of available customer-level Documentation for each such version, issue or edition. If you have more than one license to use the same Software, we will distribute to you only one copy of Documentation that is not prepackaged with the Software unless otherwise specified before the initial distribution.
- Updated versions of the Software (for the same Product ID), subject to your subscription to Software services or payment of the applicable update fee. Unless we automatically ship updated Documentation with its associated Software, we will furnish updated Documentation to you on request. In either case, we will bill you for updated Documentation at our then-current prices.TECNICA licenses Products for the following types of fees: One-Time License Fees (OTLF); Monthly License Fees (MLF); and an initial license fee coupled with yearly license fees (ILF and YLF).Your payment of license fees entitles you to use the Products for the period specified within the terms of the applicable license. TECNICA will invoice you and you must pay for all licenses at the beginning of the applicable term.TECNICA may change your MLFs and YLFs for future terms effective upon 30 days; notice. Unless TECNICA otherwise agrees, conversion of a license from an MLF to an OTLF basis requires payment of the full OTLF without credit for previous MLF payments.
D. Software Media and Distribution Policies
For Products generally distributed on small media (e.g., Remote Media Drives, CD- ROM, or downloaded from a web-site), the media charge is included in the license fee, but we will charge you at our then-current media charges for all update copies of that product.
We will distribute all initial copies of the Software and associated customer-level Documentation to you without a distribution charge. We will charge you at our then- current rates for distribution of all update copies. If you have more than one license to use the same software, we will distribute to you only one copy of the Documentation that is not prepackaged with the software unless otherwise specified before the initial distribution.
E. Test Period and Customer Confirmation Period
Unless otherwise specified, if you obtain Software directly from TECNICA, TECNICA provides you (i) a 30-day Test Period for Software for which TECNICA provides Software Services, and (ii) a 90-day Customer Confirmation Period. TECNICA does not offer a Test Period for Software licensed “as is” or for Software which TECNICA does not support, and does not offer either a Test Period or a Customer Confirmation Period for Software you did not obtain directly from TECNICA.
Both the Test and Customer Confirmation Periods begin on the date your Software is invoiced. If you license multiple copies of the same Product, the test and Customer Confirmation periods both begin when the first copy of the Software is invoiced.
During the Test Period, standard Software Services (as available) are provided for free. You are responsible to identify and report to TECNICA any problems you have with the Software or customer-level Documentation during the Test Period. TECNICA will attempt to resolve problems reported during this period without charge to you, even if the resolution occurs after the end of the Test Period.
During the Customer Confirmation Period, if you determine that the Software does not comply with the customer-level Documentation, you may reject the Software by giving TECNICA written notice.
If you reject the Product under the Customer Confirmation policy, TECNICA will refund any license fees and Software Services charges incurred after the Test Period. You will, however, be responsible for any media, distribution, and installation charges. If you reject a Product during the Customer Confirmation Period, you may not retain any archival or audit copy. You must return or destroy all copies of the Software and Documentation, and certify such return or destruction upon request.
After the Test Period expires, TECNICA’s only obligation for Software and Documentation will be to provide Software Services under our then-current terms and policies.
Your rights described in this Section and in your contract with TECNICA are your exclusive rights for defective or noncomplying Products. TECNICA DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES FOR SOFTWARE AND DOCUMENTATION, INCLUDING THE WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
In addition it is your responsibility to store, protect and restore data to your existing system. TECNICA responsibility under an annual License/Maintenance Agreement is to provide you the customer with the availability of updates to existing versions of application software. The annual License/Maintenance Agreement unless otherwise stated does not include support. Support Services is available from TECNICA for an annual fee.
F. Confidentiality
TECNICA furnishes Products to you on a confidential basis. You may not disclose or otherwise make available to any other person any Software, Documentation, or other information that we furnish to you as part of your license.
G. Termination
If you license Products on an MLF or ILF/YLF basis, you may terminate that license at the end of the license term by giving TECNICA written notice of termination at least 30 days before the end of the license term.
Your license of Products will also terminate if you use Products in a manner inconsistent with your contract or these policies.
Termination of a license for Products does not entitle you to any refund, abatement, or right of set off for any fees previously paid to TECNICA.
You are obligated to pay the applicable license fee through the effective date of termination. If you improperly continue to use Software after termination of the license, you will continue to be bound by these policies and will be obligated to pay TECNICA the then-current license for that Software.
H. Destruction
Upon termination of a license for any reason, you must immediately destroy all copies of TECNICA Products which you possess, except that you may retain one copy of each Product solely for archival or audit purposes.
Customer understands that all modifications made to existing and third-party software applications represented is considered intellectual property of Tecnica Business Systems (TBS). Intellectual property may include software modifications to an existing application relicense through TBS; Modifications are defined as customization of application software, parametrization and special reporting formats as requested. Intellectual property may also include license software that has been provided to interface with existing and third-party application(s) and appliances provided such as hand held wireless devices, price verifiers, interfaces to vendors, special functions that have been created by TBS especially for the customer and are unique to TBS and TBS license software and array of “plug-in” software, user exits ranging from minor to major special functions provided and license to end user/customer.
If we grant you ownership of Software modifications, that does not affect your obligations on termination of the license for the underlying (unmodified) Software. On termination of that license, you must stop using the underlying Software and destroy all copies of that Software.
An archival copy of Software or Documentation remains subject to the confidentiality obligations contained in your contract and as described in this document.
Note
TECNICA furnishes the products and services described in this document to you subject to the terms of your Uniform Agreement and as part of your Support Services Agreement Uniform Sales and Services Agreement or other agreement(s) with TECNICA (including all terms limiting warranties and remedies).