1. RESTRICTIONS.
1.1. No Transfers. Under no circumstances You shall sell, rent, lease, loan, license,
sublicense, publish, display, distribute, or otherwise transfer to a third party the Software, any
copy or use thereof, in whole or in part, without Licensor's prior written consent, provided that
if such non-waivable right is specifically granted to You under applicable law in Your jurisdiction
You may transfer Your rights under this Agreement permanently to another person or entity,
provided that (a) You also transfer this Agreement, the Software, all accompanying printed
materials, and all other software or hardware bundled or pre-installed with the Software,
including all copies, updates and prior versions, to such person or entity; (b) retain no copies,
including backups and copies stored on a Client Device; and (c) the receiving party accepts
the terms and conditions of this Agreement and any other terms and conditions upon which
You legally purchased a license to the Software. Notwithstanding the foregoing, You may not
transfer education, pre-release, or “not for resale” copies of the Software. In no case You may
permit third parties to benefit from the Use or functionality of the Software via a timesharing,
service bureau or other arrangement.
1.2. Prohibitions. Except as otherwise specifically provided for in this Agreement, You may
not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, otherwise
reverse engineer, or otherwise reduce any party of the Software to human readable form or
transfer the licensed Software, or any subset of the licensed Software, nor permit any third
party to do so, except to the extent the foregoing restriction is expressly prohibited by
applicable law. You may not modify, or create derivative works based upon the Software in
whole or in part. Any such unauthorized use shall result in immediate and automatic
termination of this Agreement and the License granted hereunder and may result in criminal
and/or civil prosecution. Neither Software binary code nor source may be used or reverse
engineered to re-create the program algorithm, which is proprietary, without written permission
of the Licensor. All rights not expressly granted here are reserved by Licensor and/or its
suppliers and licensors, as applicable.
1.3. License Key. You may not give, make available, give away, sell or otherwise transfer
Your registration License Key or any copy thereof to a third party. Software License Key may
not be distributed, except as provided herein, outside of the area of legal control of the person
or persons who purchased the original License, without written permission of the Licensor.
Doing so will result in an infringement of copyright. The Licensor retains the right of claims for
compensation in respect of damage which occurred by Your giving away the License Key or
registration code contained therein. This claim shall also extend to all costs which the Licensor
or its licensors incur in defending themselves.
1.4. Compliance with Law. You agree that in using the Software and in using any report or
information derived as a result of using this Software, You will comply with all applicable
international, national, state, regional and local laws and regulations, including, without
limitation, privacy, copyright, export control and obscenity law.
1.5. No Transfer of Rights. Except as otherwise specifically provided herein, You may not
transfer or assign any of the rights granted to You under this Agreement or any of Your
obligations pursuant hereto.
1.6. No Reverse Engineering. You acknowledge that the Software is proprietary to the
Licensor and constitutes trade secrets of the Licensor. You agree not to modify, adapt,
translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the code
of the Software in any way.
1.7. No Modification. You agree not to modify or alter the Software in any way. You may not
remove or alter any copyright notices or other proprietary notices on any copies of the
Software.
1.8. YOU MAY NOT
SUBLICENSE, RENT OR LEASE YOUR RIGHTS IN THE SOFTWARE OR AUTHORIZE ANY
PORTION OF THE SOFTWARE TO BE COPIED EXCEPT AS MAY BE EXPRESSLY
PERMITTED IN THIS AGREEMENT.
1.9. Material Terms and Conditions. You specifically agree that each of the terms and
conditions of this Section 1 are material and that failure of You to comply with these terms and
conditions shall constitute sufficient cause for Licensor to immediately terminate this
Agreement and the License granted under this Agreement. The presence of this Section 1
shall not be relevant in determining the materiality of any other provision or breach of this
Agreement by either party hereto.
2. ADDITIONAL PROTECTION MEASURES.
Solely for the purpose of preventing unlicensed
use of the Software, the Licensor may install on Your Client Device technological measures
that are designed to prevent unlicensed use, and the Licensor may use this technology to
confirm that You have a licensed copy of the Software. The update of these technological
measures may occur through the installation of the updates.
3. DISCLAIMERS.
3.1. NO WARRANTIES. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION
OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED
OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE SOFTWARE
AND SUPPORT SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY
WHATSOEVER AND THE LICENSOR MAKES NO PROMISES, REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHER BY STATUTE,
COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE
SOFTWARE OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR
PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME
ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE
YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS
OBTAINED FROM THE SOFTWARE. THE LICENSOR MAKES NO WARRANTY THAT THE
SOFTWARE AND SUPPORT SERVICES WILL BE ERROR FREE OR FREE FROM
INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR
HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY
OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE
AND THE ACCOMPANYING WRITTEN MATERIALS OR THE USE THEREOF. SOME
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE
ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT
THE SOFTWARE AND SUPPORT SERVICES MAY NOT BE OR BECOME AVAILABLE DUE
TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM
MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL
FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY
OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS,
INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD
PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY,
ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL
LIABILITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY
LIABILITY ARISING FROM OR RELATED TO ANY FAILURE BY THE LICENSOR TO
TRANSMIT ACCURATE OR COMPLETE INFORMATION TO YOU.
3.2. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU
ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE
SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE
SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH
ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE LICENSOR OR
A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE
DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING
SUPPORT SERVICES, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF
THE USE OR INABILITY TO USE THE SOFTWARE, OR THE INCOMPATIBILITY OF THE
SOFTWARE WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. INDEMNIFICATION
You will, at Your own expense, indemnify and hold Licensor, and its affiliates and suppliers,
and all officers, directors, and employees thereof, harmless from and against any and all
claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including
reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Software by
You, any party related to You, or any party acting upon Your authorization in a manner that is
not expressly authorized by this Agreement.
5. U.S. GOVERNMENT-RESTRICTED RIGHTS.
5.1. Export Restrictions. You acknowledge and agree that the Software may be subject to
restrictions and controls imposed by the Export Administration Act and the Export
Administration Regulations of the United States (the “Acts”). You agree and certify that the
Software is not being or will be not used for any purpose prohibited by the Acts. You may not
Use, download, export, or re-export the Software (a) into, or to a national or resident of, any
country to which the United States has embargoed goods, or (b) to anyone on the United
States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce
Department’s Table of Deny Orders. By downloading or Using the Software, 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. You acknowledge that it is Your sole
responsibility to comply with any and all government export and other applicable laws and that
the Licensor has no further responsibility for such after the initial license to You. You warrant
and represent that neither the U.S. Commerce Department, Bureau of Export Administration
nor any other U.S. federal agency has suspended, revoked or denied Your export privileges.1. RESTRICTIONS.
1.1. No Transfers. Under no circumstances You shall sell, rent, lease, loan, license,
sublicense, publish, display, distribute, or otherwise transfer to a third party the Software, any
copy or use thereof, in whole or in part, without Licensor's prior written consent, provided that
if such non-waivable right is specifically granted to You under applicable law in Your jurisdiction
You may transfer Your rights under this Agreement permanently to another person or entity,
provided that (a) You also transfer this Agreement, the Software, all accompanying printed
materials, and all other software or hardware bundled or pre-installed with the Software,
including all copies, updates and prior versions, to such person or entity; (b) retain no copies,
including backups and copies stored on a Client Device; and (c) the receiving party accepts
the terms and conditions of this Agreement and any other terms and conditions upon which
You legally purchased a license to the Software. Notwithstanding the foregoing, You may not
transfer education, pre-release, or “not for resale” copies of the Software. In no case You may
permit third parties to benefit from the Use or functionality of the Software via a timesharing,
service bureau or other arrangement.
1.2. Prohibitions. Except as otherwise specifically provided for in this Agreement, You may
not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, otherwise
reverse engineer, or otherwise reduce any party of the Software to human readable form or
transfer the licensed Software, or any subset of the licensed Software, nor permit any third
party to do so, except to the extent the foregoing restriction is expressly prohibited by
applicable law. You may not modify, or create derivative works based upon the Software in
whole or in part. Any such unauthorized use shall result in immediate and automatic
termination of this Agreement and the License granted hereunder and may result in criminal
and/or civil prosecution. Neither Software binary code nor source may be used or reverse
engineered to re-create the program algorithm, which is proprietary, without written permission
of the Licensor. All rights not expressly granted here are reserved by Licensor and/or its
suppliers and licensors, as applicable.
1.3. License Key. You may not give, make available, give away, sell or otherwise transfer
Your registration License Key or any copy thereof to a third party. Software License Key may
not be distributed, except as provided herein, outside of the area of legal control of the person
or persons who purchased the original License, without written permission of the Licensor.
Doing so will result in an infringement of copyright. The Licensor retains the right of claims for
compensation in respect of damage which occurred by Your giving away the License Key or
registration code contained therein. This claim shall also extend to all costs which the Licensor
or its licensors incur in defending themselves.
1.4. Compliance with Law. You agree that in using the Software and in using any report or
information derived as a result of using this Software, You will comply with all applicable
international, national, state, regional and local laws and regulations, including, without
limitation, privacy, copyright, export control and obscenity law.
1.5. No Transfer of Rights. Except as otherwise specifically provided herein, You may not
transfer or assign any of the rights granted to You under this Agreement or any of Your
obligations pursuant hereto.
1.6. No Reverse Engineering. You acknowledge that the Software is proprietary to the
Licensor and constitutes trade secrets of the Licensor. You agree not to modify, adapt,
translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the code
of the Software in any way.
1.7. No Modification. You agree not to modify or alter the Software in any way. You may not
remove or alter any copyright notices or other proprietary notices on any copies of the
Software.
1.8. YOU MAY NOT
SUBLICENSE, RENT OR LEASE YOUR RIGHTS IN THE SOFTWARE OR AUTHORIZE ANY
PORTION OF THE SOFTWARE TO BE COPIED EXCEPT AS MAY BE EXPRESSLY
PERMITTED IN THIS AGREEMENT.
1.9. Material Terms and Conditions. You specifically agree that each of the terms and
conditions of this Section 1 are material and that failure of You to comply with these terms and
conditions shall constitute sufficient cause for Licensor to immediately terminate this
Agreement and the License granted under this Agreement. The presence of this Section 1
shall not be relevant in determining the materiality of any other provision or breach of this
Agreement by either party hereto.
2. ADDITIONAL PROTECTION MEASURES.
Solely for the purpose of preventing unlicensed
use of the Software, the Licensor may install on Your Client Device technological measures
that are designed to prevent unlicensed use, and the Licensor may use this technology to
confirm that You have a licensed copy of the Software. The update of these technological
measures may occur through the installation of the updates.
3. DISCLAIMERS.
3.1. NO WARRANTIES. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION
OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED
OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE SOFTWARE
AND SUPPORT SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY
WHATSOEVER AND THE LICENSOR MAKES NO PROMISES, REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHER BY STATUTE,
COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE
SOFTWARE OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR
PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME
ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE
YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS
OBTAINED FROM THE SOFTWARE. THE LICENSOR MAKES NO WARRANTY THAT THE
SOFTWARE AND SUPPORT SERVICES WILL BE ERROR FREE OR FREE FROM
INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR
HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY
OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE
AND THE ACCOMPANYING WRITTEN MATERIALS OR THE USE THEREOF. SOME
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE
ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT
THE SOFTWARE AND SUPPORT SERVICES MAY NOT BE OR BECOME AVAILABLE DUE
TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM
MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL
FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY
OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS,
INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD
PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY,
ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL
LIABILITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY
LIABILITY ARISING FROM OR RELATED TO ANY FAILURE BY THE LICENSOR TO
TRANSMIT ACCURATE OR COMPLETE INFORMATION TO YOU.
3.2. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU
ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE
SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE
SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH
ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE LICENSOR OR
A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE
DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING
SUPPORT SERVICES, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF
THE USE OR INABILITY TO USE THE SOFTWARE, OR THE INCOMPATIBILITY OF THE
SOFTWARE WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. INDEMNIFICATION
You will, at Your own expense, indemnify and hold Licensor, and its affiliates and suppliers,
and all officers, directors, and employees thereof, harmless from and against any and all
claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including
reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Software by
You, any party related to You, or any party acting upon Your authorization in a manner that is
not expressly authorized by this Agreement.
....Continued