End User License Agreement (EULA)
USER AGREEMENT AND SOFTWARE LICENSE TERMS
For Copies Supplied by Electronic Transmission: BEFORE YOU CLICK ON THE ACCEPT BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE ACCEPT BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT USE THIS SOFTWARE.
For Copies Supplied on Tangible Media: Use of the Software provided to you on the enclosed media is subject to the terms of this Agreement. You should not open the software license envelope until you have read the Agreement. By opening the envelope, you signify that you have read this Agreement and accept its terms. If you do not agree to the terms of this Agreement, then [NAME] is unwilling to license the Software to you, in which event you should return the product immediately for a refund. The right to return and refund does not extend to your transferee.
This [NAME] User Agreement (the "Agreement") is a legal agreement between you and [NAME], a Delaware corporation ("[NAME]") for the [insert name of software product]. In this Agreement, the term "Software" means [insert name of software product], including computer software and associated media and printed materials, and may include "online" or electronic documentation. The term "You" or "you" means the company, entity or individual who is acquiring the license to use the Software under this Agreement. The term "Use" means storing, loading, installing, executing or displaying the Software. “Computer” means a central processing unit (“CPU”) or group of CPU’s, that accesses its or their own individual non-cache Random Access Memory. “Server” means a Computer which permits Simultaneous User by multiple users. “Client” means a Computer used to access a Server. “Simultaneous Use” means access, directly or indirectly, by an licensed user, of the Software executing on the Server.
Usage in General
You may Use the Software, in the quantity and for the purposes set forth below, depending on the particular license you have acquired. Except as otherwise specifically set forth below, (a) [NAME] grants you and you accept the non-exclusive, non-transferable right to Use the Software in object code form only, on a single Computer; and (b) you may not modify the Software or disable any licensing or control features of the Software. The Software may contain code that enforces simultaneous use restrictions and/or disables all of its features at the end of any applicable evaluation period.
If your Software is designated as an “Evaluation License”, [NAME] grants you and you accept the temporary, non-exclusive, non- transferable right to Use one copy of the Software in object form only, solely for evaluation purposes, but not for general production use, during an evaluation period of sixty (60) days from the date the Software is first Used by You.
Internal Use Source Code
If your Software is designated as a “Internal Use Source Code”, you may Use the Software solely for the purpose of designing, developing, maintaining and testing your software application products for internal use only, meaning you may use the Software only within and for the benefit of your organization and you may modify the source code versions of the Sample Files, if any, included with the Software and redistribute such modified source code versions within your organization only. You may not redistribute outside your organization, in source code or object code form, the Software or any derivative work of the Software, and you may not use the Software to process information, or to generate output data, for the direct benefit of, or for purposes of rendering services to, any other business entities or organizations, such as is done by service bureaus, data processing organizations or similar organizations. (If you wish to do so, you must acquire a "Development License").
If your Software is designated as a “Development License”, you may Use the Software solely for the purpose of designing, developing and testing your software application products which add significant functionality besides that provided by the Software. You may modify the source code versions of the Sample Files, if any, included with the Software and redistribute such modified source code versions in compiled, object code form only. You may also redistribute, as part of your application(s), files designated as “Redistributable Code.” The Sample Files and Redistributable Code files, if any, are identified in the LICENSE.TXT text file stored in the root directory on disk as well as in the License Information section of the online Help file. [You (a) may distribute the Sample Code and/or Redistributable Code only in conjunction with and as part of your application(s) and (b) may not use [NAME] name, logo or trademarks to market your application.] [or] [You (a) may distribute the Sample Code and/or Redistributable Code only in conjunction with and as part of your application(s), (b) may distribute your applications only to your end-users who are authorized licensees of the Software (both Server and Client licenses), (c) may not permit further redistribution of the Sample Code and/or Redistributable Code by your licensees, (d) must distribute your applications under a written agreement that prohibits reverse engineering, decompilation or disassembly of the applications(s) and requires your licensees of the applications(s) to abide by the conditions stated in this Agreement, (e) may not use [NAME] name, logo or trademarks to market your application, and (f) must include a valid copyright notice on your software application product.]
Server License; Simultaneous Use
If your Software is designated as a “Server License”, you must acquire one copy of the Software for each Server on which the Software is installed, but (unless the Software is designated as “Server License (Simultaneous Use)”), there is no limitation for the Server license on the Simultaneous Use by Clients. [(But each Computer which Uses the Software to accesses the Server must be separately licensed.)] If your Software for the Server is designated as “Server License (Simultaneous Use)”, in addition to the foregoing requirement, you are only authorized to permit the Simultaneous Use of such Server by the number of Clients for which you have purchased Simultaneous Use licenses.
Additional Restrictions on Specific Licenses Types
You may only Use the Software on any single Computer (provided that if you are the primary user of that Computer, you may also make a second copy of the Software for your exclusive use on either a home or portable Computer). You may only Use the Software to access Servers on which the Software is installed if the Use of the Software on such Server is properly licensed and complies with the conditions (including any Simultaneous Use restrictions) of such Server license. The restrictions in this paragraph do not apply to Software designated as an "Evaluation License”, “Server License” or "Development License”, but do apply to Software designated as "Internal Use Source Code" or otherwise undesignated.
To the extent that the Software enables you to access (on-line or otherwise) materials not supplied by [NAME] ("Content"), you should be aware that such Content is the property of the applicable Content owner and may be protected by applicable copyright law. This License grants you no rights to Content.
You acknowledge and agree that the Software is owned and copyrighted by [NAME] or its third party suppliers. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. All ownership rights remain in [NAME] or its third party suppliers, as the case may be.
You may only make one copy of the object code of the Software solely for backup or archival purposes or when copying is an essential step in the authorized Use of the Software. You must reproduce all copyright and other proprietary or restricted rights notices in the original Software on all authorized copies. You may not copy any of the enclosed books or printed materials which are part of the Software.
Except to the extent permitted above, you may not: permit other individuals to use the Software; permit concurrent use of the Software; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; copy (including copying onto a bulletin board or similar system) the Software other than as specified above; rent, lease, grant a security interest in, or otherwise transfer rights to the Software except as set forth in "Transfer" below; or remove any proprietary notices or labels on the Software. If you are using the Software in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Software does not affect you rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
You may transfer your license to the Software only upon the terms of this section. You must deliver the original and all complete, partial or electronically stored copies of the Software and related documentation to the transferee. You may not retain any copies of the Software or related documentation, and any copies you have made which you have not transferred to the transferee you must destroy. The transferee must complete and return to [NAME] a Product Registration Card available from [NAME]. The transferee must accept these Terms as a condition of the transfer. Your license will automatically terminate upon any transfer of the Software. You have no right to sublicense, loan, rent or lease the Software.
You may receive the Software in more than one medium, for example CD-ROM or magnetic disks. You may use only one medium that is appropriate for your single hardware product. You may not use or install the other medium on another hardware product. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above in "Transfer") of the Software.
If the Software is an upgrade of a [NAME] product, you now may use that upgraded product only in accordance with this License Agreement. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one Computer. You may not loan, rent, lease, or otherwise transfer the original non-upgraded product to another user, except as part of the permanent transfer (as provided above in "Transfer") of the Software.
[Thirty]-day Money-back Guarantee
[NAME] will refund your original purchase price if you are dissatisfied for any reason with the Software, provided that you purchased the Software directly from an authorized dealer or from [NAME], and you destroy all copies of the Software and provide the dealer from whom it was acquired (or [NAME], if acquired directly) with certification of such destruction and proof of purchase, within [thirty] days of purchase.
[Copies supplied on Tangible Media:] Limited Warranty
[NAME] warrants that for a period of thirty days from your date of purchase the magnetic disks or CD-ROM's ("disks") on which the Software is furnished are free from defects in materials and workmanship, under normal use. If the disks are subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this limited warranty shall immediately be terminated.
EVALUATION COPIES OF SOFTWARE ARE PROVIDED FREE OF CHARGE OR AT A NOMINAL COST, AND ACCORDINGLY ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
[NAME]'s entire liability and your exclusive remedy shall be, at [NAME]'s option, either (a) return of the price paid, (b) replacement of any defective media, in each case conditional on any media and accompanying documentation being returned to [NAME] with proof of purchase.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY [NAME]. TO THE MAXIMUM EXTENT PERMITTED BY LAW, [NAME] DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN PARTICULAR, THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not [NAME] assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
Because software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. Additionally, [NAME] does not guarantee compatibility between the Software and any future versions of the Software.
LIMITATIONS ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL [NAME] BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF [NAME] SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, [NAME] IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), [NAME]'S LIABILITY TO YOU WILL BE LIMITED TO THE GREATER OF $25 OR THE AMOUNT YOU PAID FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to 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 downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
If the Software is identified as a not-for-export product (for example, on the box, media or in the installation process), then, unless you have an exemption from the United States Department of State, the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A "FOREIGN PERSON."
U.S. Government End Users
The Software is a "commercial item," as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein
Your license under this Agreement is effective until terminated. Your Evaluation License terminates automatically in accordance with the provision of this Agreement set forth above. You may terminate this license at any time. [NAME] may terminate this Agreement immediately if you breach any of the provisions of this Agreement. Upon any such termination or expiration, you must discontinue all use of the Software, and immediately destroy the Software together with all copies. The provisions of this Agreement (other than your license to use the Software) shall survive the termination of the license, or the termination or expiration of this Agreement.
Controlling Law and Severability
This Agreement constitutes the entire agreement between you and [NAME] with reference to this transaction. If you acquired this product in North America or Latin America, this Agreement will be governed by the laws of the Commonwealth of Massachusetts, USA, except for that body dealing with conflicts of law. If you acquired this product outside North America and Latin America, then the local law may apply. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. In the event of any dispute involving this Agreement, [NAME] and you each consent to exclusive jurisdiction and venue in either the state or federal courts in the Commonwealth of Massachusetts and agrees that the prevailing party shall be entitled to its reasonable attorney fees and costs. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect. No decision, action or inaction by [NAME] shall be construed to be a waiver of any rights or remedies available to it.