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