USER NON-DISCLOSURE AND LICENSE AGREEMENT

Important: This Agreement must be read before proceeding with any Honeywell Access software. By installing this software you agree to the terms of this agreement.
Important: This software is a proprietary product of Honeywell Access Systems. It is protected by copyright and trade secret laws. It is licensed (NOT SOLD) for use on a single computer system, and is licensed only on the condition that you agree to this USER NON-DISCLOSURE AND LICENSE AGREEMENT.

Please Read This Agreement Carefully.
If you do not agree to the terms contained in this agreement, please return the sealed software envelope UNOPENED to your supplier, along with any associated manuals and/or other documentation. If you agree to the terms contained in this Agreement, proceed with the installation and registration of the software.

In consideration of and upon receipt of payment of a license fee by you, Honeywell Access Systems by Honeywell, Inc. grants to you a non-exclusive license to use this software and any associated manuals and/or other documentation furnished herewith (together referred to herein as "SOFTWARE") under the following terms and conditions.
Should you elect not to assume the obligations of this agreement, DO NOT BREAK THE SEAL ON THE SOFTWARE ENVELOPE. Return the software and any associated manuals and/or other documentation to the supplier for refund or credit. If you are unsuccessful in obtaining a refund or credit, please contact Honeywell Access Systems by Honeywell, Inc. at 135 W. Forest Hill Ave., Oak Creek, WI 53154. NO REFUND OR CREDIT WILL BE GIVEN ON ANY SOFTWARE PACKAGE ON WHICH THE SOFTWARE ENVELOPE SEAL HAS BEEN BROKEN.

You shall not provide or disclose or otherwise make available the SOFTWARE or any portion thereof in any form to any third party You shall be obligated to retain in confidence the SOFTWARE, except for any published user manual(s) you may have received from Honeywell Access Systems by Honeywell, Inc. and except for SOFTWARE information which is publicly known, or lawful received from a third party, or known by you prior to the date you received the SOFTWARE.
You shall not have the right to print, copy or reproduce, in whole or in part, in any form whatever, the SOFTWARE, except that two copies of the magnetic media may be made, in machine-readable form, for use by you for backup and/or archiving purposes on a single computer system You may not transfer the SOFTWARE electronically from one computer to another or over a network.
You agree not to decompile, disassemble or otherwise reverse engineer the SOFTWARE. You may not modify the programs in any way without the prior written consent of Honeywell Access Systems by Honeywell, Inc.
The manuals and other documentation may not be copied for any purpose. The SOFTWARE may be removed from one computer system and transferred to a backup system, but shall not under any circumstances be used concurrently on more than one computer system.
You agree to maintain full and complete records of the number and location of any such copies of the software which have been generated and to reproduce on any such copies any and all copyright notices and other markings and notices present on the originals.
From time to time as they become available, Honeywell Access Systems by Honeywell, Inc. may notify you of any enhancements or updates released by Honeywell Access Systems by Honeywell, Inc. for SOFTWARE licensed hereunder. Any such updates offered would be subject to standard Honeywell Access Systems by Honeywell, Inc. terms and charges if any. ONLY REGISTERED LICENSEES WILL BE OFFERED ANY SUCH UPDATES. The license of the SOFTWARE provided by this Agreement shall not be assignable or otherwise transferable by you, except that, if you are a legally constituted organization, you may transfer the license as part of a transfer of your entire business or assets or that portion of your business or assets to which the license of the SOFTWARE pertains.

NOTICE: THIS SOFTWARE IS LICENSED (NOT SOLD). IT IS LICENSED TO LICENSEES, INCLUDING END-USERS, WITHOUT EITHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND ON AN "AS IS" BASIS. HONEYWELL ACCESS SYSTEMS BY HONEYWELL, INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES TO LICENSEES, INCLUDING END-USERS, WITH REGARD TO THIS SOFTWARE, INCLUDING MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR NON-INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER PROPRIETARY RIGHTS OF OTHERS. HONEYWELL ACCESS SYSTEMS BY HONEYWELL, INC. SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO LICENSEES, INCLUDING END-USERS, FOR DAMAGES OF ANY KIND, INCLUDING SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RESULTING FROM ANY PROGRAM, SERVICES OR MATERIALS MADE AVAILABLE HEREUNDER OR THE USE OR MODIFICATION THEREOF.
NOTICE: HONEYWELL ACCESS SYSTEMS BY HONEYWELL, INC. MAKES NO CLAIM OR WARRANTY WITH RESPECT TO THE FITNESS OF ANY PRODUCT OR SOFTWARE FOR A SPECIFIC APPLICATION AND ASSUMES NO RESPONSIBILITY FOR INSTALLATION. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. NO REPRESENTATIVE OR AGENT OF HONEYWELL ACCESS SYSTEMS MAY MAKE ANY OTHER CLAIMS TO THE FITNESS OF ANY PRODUCT FOR ANY APPLICATION.
SO LONG AS THE SOFTWARE LICENSED HEREUNDER REMAINS A PART OF HONEYWELL ACCESS SYSTEMS, HONEYWELL ACCESS SYSTEMS INTENDS TO ISSUE PERIODIC ENHANCEMENTS AND UPDATES WHICH WILL INCLUDE CORRECTIONS OF PROGRAMMING ERRORS DISCOVERED OR BROUGHT TO HONEYWELL ACCESS SYSTEM'S ATTENTION. HOWEVER, HONEYWELL ACCESS SYSTEMS SHALL NOT BE OBLIGATED TO ISSUE SUCH ENHANCEMENTS OR UPDATES ON ANY PARTICULAR SCHEDULE.

NOTICE: THE SOFTWARE CONTAINED HEREIN IS LICENSED AS A "SERVICE ONLY" FOR NO PARTICULAR APPLICATION. IT IS NOT TO BE CONSIDERED OR CONSTRUED AS A "GOOD" FOR PRODUCT DEFINITION WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE AND APPLICABLE STATE LAW. HONEYWELL ACCESS SYSTEMS BY HONEYWELL, INC. MAKES NO COMMITMENT TO CONTINUE PRODUCING THIS OR ANY OTHER COMPATIBLE SOFTWARE, NOR MAKES ANY COMMITMENT AS TO MARKETING THE SOFTWARE IN ANY GIVEN TERRITORY.
NOTICE: THIS LICENSE AGREEMENT IS FOR THE HONEYWELL ACCESS SYSTEMS BY HONEYWELL, INC. SOFTWARE AND/OR DOCUMENTATION ONLY. THE SOFTWARE REQUIRES THAT THE USER OBTAIN (EITHER FROM HONEYWELL ACCESS SYSTEMS BY HONEYWELL, INC. OR ANOTHER SUPPLIER) ADDITIONAL SOFTWARE SUCH AS BUT NOT LIMITED TO OPERATING SYSTEMS AND/OR SYSTEM UTILITIES, COMPILERS OR COMPUTER LANGUAGES. IT WILL BE THE USERS OBLIGATION TO COMPLETE AND REGISTER ANY OTHER SOFTWARE AGREEMENTS AS REQUIRED BY THE MANUFACTURER. HONEYWELL ACCESS SYSTEMS BY HONEYWELL, INC. ASSUMES NO RESPONSIBILITY FOR ANY OTHER MANUFACTURERS SOFTWARE.