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264 lines
14 KiB
264 lines
14 KiB
Please read the following Software License Agreement.
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It is necessary that you understand it and agree to be bound by its terms
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in order to use the accompanying software product(s) and associated files.
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RESOUNDING TECHNOLOGY, INC.
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SOFTWARE LICENSE AGREEMENT
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IMPORTANT: DO NOT RUN OR EXAMINE THE ACCOMPANYING SOFTWARE PRODUCT UNTIL
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YOU HAVE READ THIS AGREEMENT. BY RUNNING THE SOFTWARE PRODUCT, YOU AFFIRM
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THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT
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ALL OF THE TERMS OF THIS AGREEMENT (1) DO NOT RUN THE SOFTWARE
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(2) DISCONTINUE THE INSTALLATION AND LICENSING PROCESS BY
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DELETING ALL FILES THAT CAME WITH THIS DISTRIBUTION.
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This software ("Software") is licensed, not sold, to you for use
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only under the terms of this License Agreement ("Agreement").
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Resounding Technology, Inc. ("Licensor") continues to own the
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Software and reserves any rights not expressly granted to you.
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1. LICENSE GRANT. Licensor grants to you, subject to the terms
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and conditions of this Agreement, a nonexclusive, nontransferable
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right to use the Software. This Agreement grants to you the
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right to install and use the Software on a hard disk or other
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storage device on any computer. You may copy the Software in
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object code form only for archival and back-up purposes,
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provided such back-up copy is not installed or used on any
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computer. Ownership of, and title to, the Software and any
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manuals, guides or any other printed material that Licensor
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provided to you for use with the Software ("Documentation")
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is and will be held by Licensor and its licensors.
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2. PROTECTION OF SOFTWARE. You agree to protect the Software
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and the Documentation from unauthorized copying or use. You
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acknowledge that the source code for the Software and other
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trade secrets embodied in the Software have not been, and are
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not going to be, disclosed to you. Modifications of, additions
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to, or deletions from the Software (including any deletion or
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addition of code) are strictly prohibited. Except as
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specifically permitted in this Agreement, you agree not to,
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directly or indirectly, (i) use any Confidential Information
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to create any software or documentation that is similar to
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any of the Software or Documentation; (ii) reverse engineer,
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disassemble or decompile the Software; (iii) encumber,
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transfer, sublicense, rent, lease, time-share or use the
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Software in any service bureau arrangement; or (iv) copy
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(except as provided herein), distribute, manufacture,
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adapt, create derivative works of, translate, localize,
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port or otherwise modify Software or permit any third party
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to engage in any of the acts proscribed in clauses (i) through (iv).
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You agree not to remove or alter any printed or on-screen
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copyright, trade secret or other legal notices contained on or
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in the Software or the Documentation.
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3. CONFIDENTIALITY.
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3.1 Confidential Information. "Confidential Information" means
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all confidential, proprietary or trade secret information of
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Licensor, including without limitation all Software, all
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Documentation and all other information or material which is
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provided or disclosed by Licensor to you for the purposes
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specified in this Agreement, whether such information is
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disclosed by Licensor (a) in writing or other tangible medium,
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(b) visually, or (c) orally. "Confidential Information" does
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not include any portion of any such information to the extent that
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you can clearly demonstrate that it: (i) is or becomes known in the
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trade through no act or omission by you; (ii) is disclosed to you
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by a third party who has a right to make such disclosure without
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any obligation of confidentiality to Licensor; or (iii) is
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independently developed by you without reference to such information.
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3.2 Confidentiality Obligations. You agree to (a) use the highest
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commercially reasonable degree of care to protect and maintain the
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Confidential Information as confidential and to hold the
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Confidential Information in trust for the exclusive benefit of
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Licensor; (b) use the Confidential Information solely as expressly
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permitted by this Agreement; (c) not disclose the Confidential
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Information to any person or entity not a party to this Agreement;
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and (d) return to Licensor at anytime upon Licensor's request,
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any and all Confidential Information.
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4. OWNERSHIP. Licensor retains all of its respective rights, title
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and interest in the Software and the Documentation, including
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without limitation any and all patents, patent applications,
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copyrights, trade secrets, trademarks and other intellectual
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property rights, and you agree not to take any action inconsistent
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with such title and ownership. YOU ACKNOWLEDGE AND AGREE THAT THE
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SOFTWARE MAY CONTAIN CODE OR REQUIRE DEVICES THAT DETECT OR PREVENT
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UNAUTHORIZED USE OF THE SOFTWARE.
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5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
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5.1 Disclaimer of Warranty. YOU ACKNOWLEDGE THAT THE SOFTWARE WILL
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CEASE TO TRANSMIT AFTER EACH FIFTEEN (15) MINUTE PERIOD OF USE UNTIL
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IT HAS BEEN MADE FULLY FUNCTIONAL BY SUBMITTING REGISTRATION
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INFORMATION TO LICENSOR IN RETURN FOR A SOFTWARE LICENSE KEY
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(SECTION 6.1). YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND THE
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DOCUMENTATION ARE BEING SUPPLIED TO YOU ON AN "AS IS" BASIS.
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LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE
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SOFTWARE AND THE DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, ORAL OR
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WRITTEN, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY
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PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AS WELL AS ALL
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WARRANTIES ARISING BY USAGE OF TRADE AND COURSE OF DEALING.
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LICENSOR DOES NOT WARRANT THAT (A) THE SOFTWARE WILL MEET YOUR
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REQUIREMENTS, (B) OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED
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OR ERROR FREE, OR (C) DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS
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DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
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LIMITATIONS MAY NOT APPLY TO YOU. To the extent permissible, any
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implied warranties are limited to thirty (30) days.
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5.2 Limitation of Liability. LICENSOR'S LIABILITY FOR DAMAGES TO
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LICENSEE FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY
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CLAIM OR ACTION, SHALL NOT EXCEED FIVE (5) DOLLARS. LICENSOR SHALL
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IN NO EVENT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF DATA,
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INTERRUPTION OF BUSINESS, OR FOR DIRECT, INDIRECT, SPECIAL,
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INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER
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UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION
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WITH THE SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, EVEN IF
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LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME
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JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL
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OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY
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NOT APPLY TO YOU.
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6. USER INFORMATION.
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6.1 Registration. Upon registering the Software with Licensor, you
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will be issued an alphanumeric user identification and a license
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key that will allow full operation of the Software ("Registration").
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You are responsible for maintaining the confidentiality of your
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user identification number and license key and are liable for any
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harm or loss resulting from disclosing or allowing disclosure of
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any license key or from use by any person of your license key to
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gain access to the Software.
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6.2 Former Users. Users whose accounts have been terminated by
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Licensor may not access the Software in any manner or for any reason
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without the express written permission of Licensor. Active Users
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may not knowingly allow former Users who have been terminated to
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use the active User's accounts.
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7. Support & UPGRADES. As long as Licensor generally offers to
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third parties licenses to use the Software, Licensor will (i)
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maintain an e-mail address for responding to maintenance issues and
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users questions and (ii) provide generally offered updates or
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enhancements of the Software and the Documentation that Licensor
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periodically makes available to Users. Any updates or enhancements
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to the Software delivered by way of support services shall be
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treated for all purposes under this Agreement as Software and all
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intellectual property rights therein shall be retained by Licensor.
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8. TERM AND TERMINATION. This Agreement shall remain in force
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until terminated as provided herein. You may terminate this
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Agreement at any time and for any reason upon deletion of the
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Software from any computer or storage device. This Agreement will
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also terminate if you breach any of the terms or conditions of
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this Agreement. You agree that in the event of the termination of
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this Agreement for any reason, your license rights to the Software
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and the Documentation are immediately terminated. Licensor reserves
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the right without notice to disable (including remotely) the
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Software in the event of a breach of this Agreement by you. The
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rights and obligation of the parties under Sections 3 (Confidential
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Information), 4 (Ownership), 5.1 (Warranty), 5.2 (Limitation of
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Liability), 10 (Compliance with Laws), 11 (General Provisions and
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this Section 8 will survive the termination of this Agreement.
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9. U.S. GOVERNMENT RESTRICTED RIGHTS. If the Software or
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Documentation is acquired by or on behalf of a unit or agency of the
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United States Government (the "Government"), the Government agrees
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that such Software and Documentation is "commercial computer
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software" and "commercial computer software documentation",
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respectively, and that absent a written agreement to the contrary,
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the Government's rights with respect to such Software and
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Documentation are, in the case of civilian agency use, RESTRICTED
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RIGHTS, as defined in FAR §52.227.19, and if for the Department of
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Defense use, limited by the terms of this Agreement, pursuant to
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DFAR §227.7202. The use of the Software or Documentation by the
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Government constitutes acknowledgment of Licensor's proprietary
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rights in the Software and Documentation. Contractor/manufacturer
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is Licensor. Licensor's address is set forth at the end of this
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Agreement.
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10. COMPLIANCE WITH LAWS. You agree that you shall not export or
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re-export, directly or indirectly (including via remote access),
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Software, Documentation or other information or materials provided
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by Licensor hereunder, to any country for which the United States
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or any other relevant jurisdiction requires any export license or
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other governmental approval at the time of export without first
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obtaining such license or approval. It shall be your responsibility
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to comply with the latest United States export regulations, and you
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shall defend and indemnify Licensor from and against any damages,
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fines, penalties, assessments, liabilities, costs and expenses
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(including reasonable attorneys' fees and court costs) arising out
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of any claim that the Software, Documentation, or other information
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or materials provided by Licensor hereunder were exported or
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otherwise accessed, shipped or transported in violation of
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applicable laws and regulations. You shall comply with all laws,
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legislation, rules, regulations, and governmental requirements with
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respect to the Software, and the performance by Licensee of its
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obligations hereunder, of any jurisdiction in or from which Licensee
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directly or indirectly causes the Software to be used or accessed.
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11. GENERAL.
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11.1 Severability. In the event that any provision of this Agreement
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shall, in whole or in part, be determined to be invalid, unenforceable
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or void for any reason, such determination shall affect only the
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portion of such provision determined to be invalid, unenforceable or
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void, and shall not affect in any way the remainder of such provision
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or any other provision of this Agreement.
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11.2 Waiver. The waiver by either party of a breach or a default of
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any provision of this Agreement by the other party shall not be
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construed as a waiver of any succeeding breach of the same or any
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other provision, nor shall any delay or omission on the part of
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either party to exercise or avail itself of any right, power or
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privilege that it has, or may have hereunder, operate as a waiver of
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any right, power or privilege by such party.
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11.3 Governing Law; Jurisdiction & Venue This Agreement shall be
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governed by and construed in accordance with the laws of the
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Commonwealth of Massachusetts, without regard to its choice of law
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provisions. In the event of any conflict between foreign laws, rules
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and regulations and those of the United States, the laws, rules and
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regulations of the United States shall govern. The United Nations
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Convention on Contracts for the International Sale of Goods shall
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not apply to this Agreement. Exclusive jurisdiction and venue for
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any litigation arising under this Agreement is in the federal and
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state courts located in Suffolk County, Massachusetts and you agree
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to take any and all necessary or appropriate action to submit to the
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jurisdiction and venue of such court.
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11.4 Entire Agreement; Amendment. This Agreement constitutes the
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entire agreement between the parties with regard to the subject
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matter hereof and supersedes all prior understandings and
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agreements, whether written or oral, as to such subject matter. No
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waiver, consent, modification or change of terms of this Agreement
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shall bind either party unless in writing signed by both parties,
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and then such waiver, consent, modification or change shall be
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effective only in the specific instance and for the specific purpose
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given.
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11.5 Assignment. This Agreement and the rights and obligations
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hereunder, may not be assigned, in whole or in part by Licensee,
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without the prior written consent of Licensor. In the case of any
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permitted assignment or transfer of or under this Agreement, this
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Agreement or the relevant provisions shall be binding upon, and
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inure to the benefit of, the successors, executors, heirs,
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representatives, administrators and assigns of the parties hereto.
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11.6 Acknowledgment. You acknowledge that (a) you have read and
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understand this Agreement; and (b) that this Agreement has the same
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force and effect as a signed agreement.
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Licensor:
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Resounding Technology, Inc.
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87 Marshall Street
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Building 10
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North Adams, MA 01247
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www.resounding.com
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IF YOU DO NOT AGREE TO ALL OF THE FOREGOING, or are not authorized to agree,
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delete all copies of the accompanying software and associated files from your
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computer systems and backup media. If authorized, you may accept at
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another time.
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