END-USER License Agreement for ConyEdit

IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ('EULA') IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND SHANGHAI ZUOYU INFO&TECH CO,. LTD..READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE. THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY SHANGHAI ZUOYU INFO&TECH CO,. LTD. HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

1. Definitions

(a) 'ZuoyuInfo' means SHANGHAI ZUOYU INFO&TECH CO,. LTD. and its licensors, if any.

(b) 'SOFTWARE PRODUCT or SOFTWARE' means the use of a copy of computer software identified herein and any associated media included in Your order. A copy of the printed materials may include 'online' or electronic documentation as well as any applicable licensed third party Content.

(c) 'Not For Resale (NFR) Version' means a version, so identified, of the Software to be used to review and evaluate the Software, only.

(d) 'Computer' means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.

(e) 'Internal Network' means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.

(f) 'Unregistered version', 'Trial version' or 'Demo version' means an unregistered copy of the SOFTWARE ('UNREGISTERED SOFTWARE') which may be used by the USER for evaluation purposes for a period of thirty(30) days following the initial installation of the UNREGISTERED SOFTWARE. At the end of the trial period ('TRIAL PERIOD'), the USER must either register the SOFTWARE or remove it from his system. The UNREGISTERED SOFTWARE may be freely copied and distributed to other users for their evaluation.

2. License Grants

The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA:

(a) You may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. A license for the Software may not be shared, installed or used on different computers.

(b) You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes.

(c) You agree that ZuoyuInfo may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse ZuoyuInfo for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

(d) Your license rights under this EULA are non-exclusive.

3. License Restrictions

(a) Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.

(b) You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

(c) Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.

(d) Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.

(e) You may only use the Not for Resale Version of the Software to review and evaluate the Software.

(f) You shall not use the Software to develop any application having the same primary function as the Software.

(g) In the event that you fail to comply with this EULA, ZuoyuInfo may terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).

4. Activation

(a) Before the activation of your 30-day trial period, you have a 10-day or 10-named-array trial period.

(b) After you activate your trial key, you have a 30-day trial period.

(c) After you activate your license key, you can use this software forever on the computer that you activate.

(d) If you have activated your license key, you can upgrade to the same major version with no charge.

(f) If your computer's hardware changes, it may result in the change of the machine code and the invalidation of the license key, and you need to buy a new license key.

(e) You can get a trial key or license key on the website: www.conyedit.com

4. Upgrades

If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is pursuant to Section 3.

5. Ownership

The foregoing license gives you limited license to use the Software. ZuoyuInfo and its suppliers retain all rights, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this EULA, are reserved by ZuoyuInfo and its suppliers.

6. Limited warranty and disclaimer

(a) ZuoyuInfo warrants that, for a period of thirty (30) days from the date of delivery (as evidenced by a copy of your receipt): the physical media on which the Software is furnished will be free from defects in materials and workmanship under normal use. The Software is provided 'as is'. ZuoyuInfo makes no warranties, express or implied, arising from course of dealing or usage of trade, or statutory, as to any matter whatsoever.

(b) ZuoyuInfo provides no remedies or warranties, whether express or implied, for Trial / Demo version and the Not for Resale version of the Software. Trial / Demo version and the Not for Resale version of the Software are provided 'as is'.

(c) Except as set Forth in the foregoing limited warranty with respect to software other than Trial/ Demo version and Not for Resale version, ZuoyuInfo and its suppliers disclaim all other warranties and representations, whether express, implied, or otherwise, including the warranties of merchantability or fitness for a particular purpose. Also, there is no warranty of non-infringement and title or quiet enjoyment. ZuoyuInfo does not warrant that the Software is error-free or will operate without interruption. The Software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. ZuoyuInfo specifically disclaims any express or implied warranty of fitness for such purposes.

(d) If applicable law requires any warranties with respect to the Software, all such warranties are limited in duration to thirty (30) days from the date of delivery.

(e) No oral or written information or advice given by ZuoyuInfo, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of ANY warranty PROVIDED HEREIN.

7. Limitation of liability

(a) Neither ZuoyuInfo nor its suppliers shall be liable to you or any third party for any indirect, special, incidental, punitive or consequential damages (including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the Software and based on any theory of liability including breach of contract, breach of warranty,
tort (including negligence), product liability or otherwise, even if ZuoyuInfo or its representatives have been advised of the possibility of such damages.

8. Third Party Software

The Software may contain third party software which requires notices and/or additional terms and conditions. By accepting this EULA, you are also accepting the additional terms and conditions of the third party software.

9. General

No ZuoyuInfo dealer, agent or employee is authorized to make any amendment to this EULA.

This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of ZuoyuInfo to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.

10. Basis of Bargain

The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between ZuoyuInfo and you. ZuoyuInfo would not be able to provide the Software on an economic basis without such limitations. Such Limited Warranty and Disclaimer and Limited Liability inure to the benefit of ZuoyuInfo's licensors.

11. Term

By downloading and/or installing this SOFTWARE, the Licensor agrees to the terms of this EULA.

This license is effective until terminated. Licensor has the right to terminate your License immediately if you fail to comply with any term of this License.

'as is'. Licensor makes no warranties, express or implied, arising from course of dealing or usage of trade, or statutory, as to any matter whatsoever. In particular, any and all warranties or merchantability, fitness for a particular purpose or non-infringement of third party rights are expressly excluded.

12. Governing Law

This License will be governed by the laws in force in China. You hereby consent to the non-exclusive jurisdiction and venue sitting in China to resolve any disputes arising under this EULA.

ZuoyuInfo and ConyEdit and other trademarks contained in the Software are trademarks or registered trademarks of Shanghai Zuoyu Info&Tech Co,. Ltd. in the China and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use ZuoyuInfo or ConyEdit or its licensors names or any of their respective trademarks.