XPRESS SOFTWARE, INC. SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: BY INSTALLING OR USING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ IT CAREFULLY.
THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT") SHALL GOVERN YOUR INSTALLATION AND USE OF THE ACCOMPANYING SOFTWARE PROGRAM AND RELATED EXPLANATORY MATERIALS (THE "PROGRAMS"). AT THE END OF THIS AGREEMENT YOU WILL BE ASKED TO ACCEPT THE AGREEMENT AND CONTINUE TO INSTALL THE PROGRAMS. IF YOU DO NOT ACCEPT THIS AGREEMENT YOU MAY NOT INSTALL THE PROGRAMS.
UPON YOUR ACCEPTANCE OF THIS AGREEMENT, XPRESS SOFTWARE GRANTS YOU A LIMITED, NON-EXCLUSIVE LICENSE TO USE THE PROGRAMS AS FOLLOWS:
1. USE OF PROGRAMS. You may install and use the Programs (and accompanying documentation) internally in your organization solely for evaluation and testing purposes on a single computer system. You may not use the Programs for any development, commercial or production purpose. The Programs may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without Xpress Software's prior written consent.
2. COPY RESTRICTIONS AND OTHER RESTRICTIONS. You may not copy the Programs except that you may either install the Programs on your hard disk or make one copy for inactive back-up and archival purposes for your own use. Except as expressly permitted in the Documentation, you may not modify or adapt the Programs in whole or in part (including but not limited to translating or creating derivative works) or reverse engineer, decompile or disassemble the Programs (except to the extent applicable laws specifically prohibit such restriction). You may not use the Programs for timesharing, rental or service bureau purposes. You shall not remove any copyright notices or other proprietary notices from the Programs or Documentation and you must reproduce such notices on all copies or extracts of the Programs and Documentation. Results of benchmark or other performance tests run on the Programs may not be disclosed to any third party without Xpress Software's prior written consent.
3. COPYRIGHT AND OWNERSHIP. The Programs are owned by Xpress Software, its subsidiaries or their suppliers and are protected by copyright laws and international treaty provisions. You acquire only the non-exclusive right to use the Programs as permitted herein and do not acquire any rights of ownership in the Programs or any other implied rights or licenses under any intellectual property rights of Xpress Software.
4. SUPPORT. These Programs are provided on an "as is" basis and are unsupported. This Agreement does not entitle you to any maintenance or other services or any updates or new versions of the Programs.
5. GOVERNMENT RESTRICTED RIGHTS. The Programs are Commercial Computer Software. Use, duplication and disclosure of the Programs and Documentation by the Government is subject to restrictions set forth in this license or in a written agreement specifying the Government's right to use the Programs. Xpress Software reserves all unpublished rights under copyright laws.
6. TERMINATION. If you are installing an evaluation version of the Programs, your license to use the Programs will automatically terminate as of the date ninety (90) days after your installation of the Programs. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE PROGRAMS MAY CONTAIN A DEVICE WHICH SHALL CAUSE THEM NOT TO OPERATE AFTER SUCH NINETY (90) DAY PERIOD. This license will terminate automatically if you fail to comply with any term thereof. In addition, Xpress Software may immediately terminate this Agreement on notice to you. You may also terminate this Agreement at any time by notifying Xpress Software of termination in writing. Upon termination, you shall cease using the Programs and shall destroy all copies of the Programs (and associated Documentation) in any form. All disclaimers of warranties, limitations of liability and your obligation to pay accrued charges and fees shall survive any termination of this Agreement.
7. WARRANTY DISCLAIMER. The Programs are provided AS IS, without any warranty whatsoever. XPRESS SOFTWARE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION ON LIABILITY. NEITHER XPRESS SOFTWARE, ITS SUBSIDIARIES NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT, DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. EXPORT. You agree to fully comply with all laws and regulations of Canada, the United States and other countries ("Export Laws") to assure that neither the Programs or any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.
10. GOVERNING LAW; COMPLETE AGREEMENT. This Agreement constitutes the complete agreement between the parties with respect to the Programs and is governed by the laws of the Province of Ontario, Canada (other than its conflict of law provisions). If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.
11. CONFIDENTIALITY
The Software contains trade secrets and proprietary know-how that belong to Xpress Software and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
|
