Software license agreement |
Contents |
READ THIS CAREFULLY BEFORE DOWNLOADING, COPYING, OR USING THE SOFTWARE.
INSTALLING AND USING THE SOFTWARE ACCOMPANYING THIS LICENSE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. READ ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO INSTALLING OR USING THE SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST DELETE THE SOFTWARE FROM YOUR HARDWARE. PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE SOFTWARE OR DOCUMENTATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
SOFTWARE LICENSE AGREEMENT
By downloading, copying, or using the Eatoni Software ("Software") for Windows® operating systems, You ("Licensee") agree to be and are hereby bound by the terms of this Software License Agreement (this "Agreement"). If Licensee does not agree to the terms of this Agreement, Licensee must promptly destroy all copies of the Software and accompanying documentation ("Documentation") in your possession.
I. TITLE:
Title, ownership, rights, interests and intellectual property rights, in and to the Software and Documentation shall remain in Eatoni and/or its suppliers and licensors. Eatoni reserves all rights not specifically granted or licensed herein. The Software and Documentation is protected by the copyright law of the United States and international patent, trademark, and copyright treaties, as well as other intellectual property, trade secret, and related laws.
II. GRANT OF LIMITED LICENSE:
Eatoni Ergonomics, Inc. ("Eatoni") hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the Software and Documentation subject to the following terms: Licensee may, during the term of this license, only do the following: (i) install the Software on one computer Windows® operating system and use such Software for personal, non-commercial purposes; (ii) make one copy of the Software for back-up, archival purposes provided such copy must contain all of the original Software's proprietary notices; (iii) distribute, not for profit, sample versions of the Software and Documentation to other computers' Windows® operating systems, whereby the distributed sample shall be accompanied by a copy of this Agreement, and contain all of the original Software's proprietary notices, and upon receiving said transmission, the recipient shall agree to be bound, and indeed be bound by this Agreement with the same effect as by downloading, copying, or using the Software as described above. Licensee's above-mentioned limited rights end and revert to Eatoni upon termination of this Agreement.
Eatoni reserves all rights not specifically licensed in the paragraph above. For instance, Licensee may not: (i) use or permit other individuals to use the Software or Documentation except under the terms listed above; (ii) cause or permit the modification, translation, reverse engineering, decompilation, disassembly (except to the extent that this restriction is expressly prohibited by law) or creation of derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except as described above); (iv) distribute (except as otherwise set forth above), or rent, lease, sell, offer to sell, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation. All prohibitions shall survive the termination of this license.
III. TERMINATION:
This license shall terminate automatically if Licensee fails to comply with the limitations described in this license. No notice shall be required from Eatoni to effectuate termination. On termination Licensee must destroy all copies of the Software and Documentation.
IV. SOFTWARE:
This license does not grant Licensee any right to any enhancement or update of the Software.
V. DISCLAIMER OF WARRANTY:
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EATONI AND ITS LICENSORS AND SUPPLIERS FURTHER DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE SOFTWARE IS NOT WARRANTED IN WHOLE OR IN PART TO BE ERROR FREE, OR TO OPERATE WITHOUT INTERRUPTION, OR BE COMPATABLE WITH ANY SOFTWARE OR EQUIPMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EATONI OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF EATONI OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
VI. U.S. GOVERNMENT RESTRICTIONS:
Pursuant to FAR 12.212 or DFARS 227.7202, or any United States or other government sublicense requirement, as applicable, the use duplication or disclosure by the government is subject to restrictions as set forth in this agreement, and shall be with `restricted rights' and approved in advance unless the sublicense is such that Eatoni's rights are not subject to any diminution. Licensee acknowledges that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported into (or to a national or resident of) Angola, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By using the Software Licensee agrees to the following and represents and warrants that it is not a national or resident of any such country or on any such list, and will otherwise comply with any applicable export regulation of the United States or any foreign country.
VII. GOVERNING LAW:
The rights and obligations of the parties under this Agreement shall be governed and construed under the laws of the State of New York, without reference to conflict of laws principles. Such rights and obligations shall not be governed by the UN Convention on Contracts for the International Sales of Goods.
VIII. WAIVER:
The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
IX. ENTIRE AGREEMENT:
This Agreement constitutes the complete agreement between Eatoni and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, representations, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of Eatoni and Licensee.
X. SEVERABILITY:
If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
XI. ASSIGNMENT:
Neither this Agreement nor any rights or obligations of Licensee hereunder may be assigned or transferred by Licensee in whole or in part without the prior written approval of Eatoni. Any assignment in derogation of the foregoing shall be null and void.
| Page tools: Content [Comments] [Printable version] |
- This page was last modified 20:33, 19 September 2005.
- Copyright © 2000-2007 Eatoni Ergonomics Inc. All rights reserved.
- About Eatoni. | Privacy. | Terms of Service.
