IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal contract between you (either (a) an individual user or (b) a business organization ("you") and Licensor (as designated below) for the software (the "Software"). This agreement will be in effect until you accept another license agreement, if such an agreement is downloaded and accepted by you with the software.
By downloading the software, by opening the package that contains the Software, or by accessing or otherwise using the Software, you agree to be bound by the terms of this Agreement and you represent that you are authorized to enter into this Agreement on behalf of your corporate entity (if applicable).
If you have downloaded the Software for purposes of evaluation, regardless of how labeled, the use of the Software is limited to a specified period of time and all use will be governed by the terms set forth below.
- Grant of License. Licensor grants you a limited, personal, internal use, non-exclusive, non-transferable license to use the Software solely to evaluate its suitability for your internal requirements during the Evaluation Period. Without limiting the foregoing, you may not use the Software during the Evaluation Period to create publicly distributed computer software or for any other commercial purpose. This license may be terminated by Licensor at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of your evaluation of the Software or (b) the expiration of the Evaluation Period.
- Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY FOR EVALUATION PURPOSES ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. In no case will Licensor's liability for damages hereunder exceed fifty dollars (US $50).
- Grant of License. Upon your payment of the fees due and acceptance of this Agreement, Licensor will grant you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth herein.
You may install and use the Software on three (3) computers for your internal purposes only for a period of one year. If you have purchased more licenses you may use the software on different computers based on the number of licenses purchased. This year period begins with the date of purchase of the software. You may also make one back up and/or archival copy of the Software.
- Limited Warranty and Disclaimer of Warranty. Licensor warrants that:
it has the right and authority to grant the rights described in this Agreement, and;
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant that the Software will (a) achieve specific results, (b) operate without interruption, or (c) be error free.
- Ownership. This Agreement does not convey to you any rights of ownership in the Software. You acknowledge and agree that the Software is licensed, not sold.
- Limitation of Remedy and Liability. During the Warranty Period, in the event of any breach of the warranty outlined above, Licensor's ( and its suppliers), entire liability and your exclusive remedy will be, at Licensor's option, to either, repair or replace the defective Software.
NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID.
- Upgrades and Subscription. If you purchased a license for the Software which is identified as an "upgrade" or "subscription", you must have a valid license for the version of the Software which the "upgrade" or "subscription" supplements.
- Termination. Your license may be terminated by Licensor if (a) you fail to make payment and/or (b) you fail to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such failure. In the event of termination, you must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, you relinquish all rights granted under this Agreement.
If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. This Agreement has been written in the English language and you waive any rights you may have under the law of your country or province to have this Agreement written in any other language