End-User License Agreement
PSIFIRE, INC., ('VENDOR') IS WILLING TO LICENSE THE SOFTWARE IDENTIFIED BELOW TO YOU IF YOU ACCEPT THE TERMS IN THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THIS SOFTWARE, YOU ACCEPT THE TERMS OF THE AGREEMENT. INDICATE ACCEPTANCE BY SELECTING THE 'ACCEPT' BUTTON AT THE BOTTOM OF THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE 'DECLINE' BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE DOWNLOAD OR INSTALL PROCESS WILL NOT CONTINUE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.
1. Definitions. 'Software' means the software that you obtain from Vendor in binary form and all other machine readable materials that are included with such software or are provided for use with it, including (a) any updates or error corrections provided by Vendor and (b) any user manuals and other documentation provided by Vendor. “Agreement” refers to this End-User License Agreement.
2. Use. Under this Agreement, Vendor grants you a non-exclusive license to do the following:
Install the software on up to two computers provided that the licensed user is the only one using the software and there is only one running instance at a time. If Vendor has provided you with a Vendor-issued license certificate (“License Certificate”) that authorizes a different number of copies, then you may make the number of copies of the Software licensed to you by Vendor as provided in your License Certificate;
Make a reasonable number of copies of the Software for backup and archival purposes only;
Use the Software on a network, provided that you have a licensed copy of the Software for each computer that can access the Software over that network;
After written notice to Vendor, transfer the Software on a permanent basis to another person or entity, provided that you retain no copies of the Software and the transferee agrees to the terms of this license.
3. Restrictions. You may not:
Copy the printed documentation that accompanies the Software;
Use the Software as part of a facility management, timesharing, service provider, software-as-a-service or service bureau arrangement;
Sublicense, rent, or lease any portion of the Software; reverse engineer, decompile, disassemble, modify, translate, make any attempt to create derivative works from the Software;
Use a previous version or copy of the Software after you have received a replacement disk or an upgraded version; or
Use the Software in any manner not authorized by this Agreement.
4. Product Installation and Activation. The Software contains license management technology that requires activation as stated in the documentation. The Software will only operate for a limited period of time, as stated in the documentation, prior to your activation of the Software. During activation, you will provide Vendor with your unique Vendor-supplied product key accompanying the Software and computer configuration over the Internet to verify the authenticity of the Software. If you do not complete the activation within the specified period of time set forth in the documentation, or as prompted by the Software, the Software will cease to function until activation is complete, which will restore Software functionality. In the event that you are not able to activate the Software over the Internet, or through any other method specified during the activation process, you may contact Vendor customer support using the contact information provided by Vendor.
5. Third Party Software. Additional copyright notices and license terms applicable to portions of the Software from third parties may apply. Any such terms can be found in an on-disk text file within the “licenses” subdirectory where the software was installed. By accepting this Agreement, you also accept the third party terms.
6. License Only. The Software is the property of Vendor or its licensors and is protected by copyright law. You are granted non-exclusive license rights only, which take effect after your acceptance of this license. No right, title or interest is granted except as expressly stated in this Agreement.
7. Limited Warranty. The Software is provided 'AS IS'. Your exclusive remedy and Vendor's entire liability under this limited warranty will be at Vendor's option to replace the Software or refund the fee paid for Software. Any implied warranties on the Software are limited to 90 days. Some states do not allow limitations on duration of an implied warranty, so the above may not apply to you. This limited warranty gives you specific legal rights. You may have others, which may vary from state to state.
8. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
9. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL VENDOR OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Vendor's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.
10. Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of Software. This Agreement will terminate immediately without notice from Vendor if you fail to comply with any provision of this Agreement. Either party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon termination, all license grants end and you must destroy all copies of Software and cease all use.
11. Export Regulations. All Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply with all such laws and regulations.
12. U.S. Government Restricted Rights. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).
13. Governing Law. Any action related to this Agreement will be governed by the law of the State of California and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. Exclusive jurisdiction and venue for any claim regarding this Agreement or its subject matter will lie in the state and federal courts located in California, USA. The provisions of the United Nations Convention on the International Sale of Goods do not apply.
14. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
15. Usage Limitations. You acknowledge that Software is not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility or any other use that may affect individual health and safety. Vendor disclaims any express or implied warranty of fitness for such uses.
16. Entire Agreement. This Agreement is the entire agreement between you and Vendor relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.