MetroCount Traffic Executive – End User Licence Agreement

(Version 2002-01-01 – English Language Only)

FOR SOFTWARE SUPPLIED WITH PURCHASED METROCOUNT PRODUCTS OR SOFTWARE SUPPLIED AS AN EVALUATION OR DEMONSTRATION.

ATTENTION:  This is an End User License Agreement (EULA) between you (either an individual or a single entity) and Microcom Proprietary Limited, also trading as “MetroCount”. By installing this software on your computer you are agreeing to be bound by the terms of this agreement, and to replace any existing MetroCount license with this license. This software product is provided under the following license, which defines what you may do with the product, and contains limitations on remedies and or warranties.

LICENSE

METROCOUNT SOFTWARE LICENSE, LIABILITY LIMITATION AND DISCLAIMER OF WARRANTIES

INDIVIDUAL USE AND SINGLE ENTITY LICENSE

Microcom Proprietary Limited, also trading as MetroCount, (“we” or “us”), provides you with storage me­dia containing computer programs, related documentation and accompanying MetroCount Roadside Unit hardware (together called the “Product”) and grants you a License to use the Product in accordance with the terms of this License.  The MetroCount Traffic Executive and all software on the accompanying Road­side Unit were designed, developed and produced by Microcom Pty Ltd.

If you are an Individual, Microcom grants to you as an individual a personal, non-exclusive license to make and use copies of the product in accordance with the terms of this EULA, provided that you are the only individual using the product.

If you are an entity, Microcom grants to you the right to designate one individual within your organisation to have the sole right to make and use copies of the product in accordance with the terms of this EULA.

You may make a single copy of the MetroCount Traffic Executive software for archive purposes only. You are not to make more than one copy of this product, nor make copies of the related documentation.  If you, or your working associates, would like further individual use licenses, please contact us, and we will con­sider, at our sole discretion, to provide multiple further licenses.

You may transfer the Product to someone else, only if you assign all of your rights under this License, cease all use of the Product, destroy any copy made in support of your use of the Product, and the other person agrees to the terms of this License.

This software is protected by Australian, U.S. and international copyright law and cannot be copied or oth­erwise made available to more than one person at the same time, without violating the law.  Microcom Pty Ltd reserves all rights not specifically granted in this document. The copyright and all other rights to the Product shall remain with our subsidiaries or us.  You must reproduce any copyright or other notice marked on the Product on all copies you make.

ADDITIONAL LIMITS ON USE

Except as specifically described in this license, you may not transfer, rent, lease, lend, assign, copy, modify, translate, sublicense or electronically transmit or receive the MetroCount Traffic Executive or the firmware on the Roadside Unit. You acknowledge that the software in source code form remains a confidential trade secret of Microcom Pty Ltd and therefore you agree not to modify the Software or attempt to reverse engi­neer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You are only permitted to use this software with genuine and unmodified MetroCount products, and any use of this software with other manufacturer’s equipment or with MetroCount products which have unauthorised modifications to hardware or firmware will immediately terminate this license.

DURATION OF LICENSE

A. If you received software supplied as an evaluation or demonstration, this License shall continue for three (3) months or until an updated version of the software is available. Notification of an updated demonstra­tion version will be displayed on our World Wide Web site, addressed at www.metrocount.com.  The Li­cense will terminate if you fail to comply with any of its terms or conditions.  You agree, upon termination, to destroy all copies of the Product.  The Limitations of Warranties and Liability set out below shall con­tinue in force even after any termination.  Termination of this license shall be in addition to and not in lieu of any other remedies available to us.

B. If you received software supplied with purchased MetroCount Products, this License shall continue for as long as you use the Product.  However, it will terminate if you fail to comply with any of its terms or conditions.  You agree, upon termination, to destroy all copies of the Product.  The Limitations of Warran­ties and Liability set out below shall continue in force even after any termination.  Termination of this li­cense shall be in addition to and not in lieu of any other remedies available to us.

WARRANTY AND LIMITATION OF LIABILITY

We warrant that the storage media in this Product will be free from defects in materials and workmanship for 90 days from the date you acquire it.  If such a defect occurs, return it to us and we will replace it free. This remedy is your exclusive remedy for breach of this warranty.  Because of the possibility of human or mechanical error by our sources or others, we do not guarantee the accuracy, adequacy, or completeness of the Product.  You acknowledge that you have relied upon your own skill and judgement in deciding to ac­quire the Product.  Except for the express warranty above, the Product is provided on an “as is” basis, with­out any other warranties, or conditions, express or implied, including but not limited to warranties of merchantable quality, merchantability or fitness for a particular purpose, or failure to provide support serv­ices, or those arising by law, statute, usage of trade or course of dealing.  You assume the entire risk as to the results and performance of the Product, and you are responsible for verifying the results.  Neither we nor our subsidiaries shall have any liability to you or any other person or entity for any direct, indirect, in­cidental, special or consequential damages whatsoever, including but not limited to loss of revenue or other commercial or economic loss, or loss of data, even if we have been advised of the possibility of such dam­ages or they are foreseeable; or for claims by a third party.  Our maximum aggregate liability to you, and that of our subsidiaries, shall not exceed the amount paid by you for the Product.  The limitations in this section shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term, or a fundamental breach.  Some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages so the above limitation may not apply to you.  In the event that any of the above limitations or exclusions are held to be unenforceable, our total liability shall not exceed the amount paid for the product.

GENERAL

This license constitutes the entire agreement between you and us and any prior representations, statements or undertakings how so ever made are expressly cancelled.  This license and limited warranty shall be gov­erned by and construed in accordance with the laws of the State of Western Australia, and subject to the jurisdiction of the Supreme Court of Western Australia.  This license and limited warranty can only be modified in writing signed by you and an authorised officer of Microcom Pty Ltd.  If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such pro­vision shall be severed from the License and the other provisions shall remain in full force and effect. This software is intended for use in the country in which Microcom Pty Ltd sold it (or the EC if first sold in the EC).  You have specific legal rights under this document, and may have other rights that vary from state to state and country to country.

US GOVERNMENT RESTRICTED RIGHTS

The software product and related documentation are provided with restricted rights. Duplication, use or dis­closure by the US government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the rights in technical data and computer software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of commercial computer software – restricted rights at 48 cfr 52.227-19, as applicable. Manufacturer is Microcom Pty Ltd, P.O. Box 1182, Fremantle Western Australia 6959.

INTELLECTUAL PROPERTY

Copyright (c) 1991 – 2009 Microcom Pty Ltd.  All rights reserved.  MetroCount, Traffic Executive, MCSurvey, MCSetup, MCLocale, MCReport, MCFiler, MCTools, MCSetLite are trademarks of Microcom Pty Ltd.  Microcom is a Registered Trademark in Australia.  All other trademarks are the property of their respective owners. Other Microcom intellectual property including Patents and designs may be protected by international law. Subject to the terms of this EULA, the furnishing of this software, the accompanying product or any related documentation or materials does not give you any license to this intellectual property.

For any further information on this license please contact Microcom Pty Ltd, P.O. Box 1182, Fremantle Western Australia 6959. ACN 009 273 410