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USER LICENSE AGREEMENT
WENPOINT CORPORATION
IMPORTANT NOTICE TO USER – READ CAREFULLY: This End-User License
Agreement ( the "Agreement" ) is a legal agreement between you
(either an individual person or a single legal entity, who will be referred
to in this Agreement as "You") and Wenpoint Corporation ( the
"Company" ) for the Company's Software that accompanies this
Agreement. The software includes any associated media, printed materials,
electronic copy and online or electronic documentation. The Software also
includes any software updates, add-on components, web/email services and/or
supplements that the Company may provide to You or make available to You
after the date You obtain Your initial copy of the Software Product to
the extent that such items are not accompanied by a separate license agreement
or terms of use. By installing, copying, downloading, accessing or otherwise
using the Software Product, You agree to be bound by the terms of this
Agreement. If You do not agree to the terms of this Agreement, do not
install, access or use the Software.
1. DEFINITIONS
"Software" means any associated media, printed materials, electronic
copy and online or electronic documentation. The Software also includes
any software updates, add-on components, web/email services and/or supplements
that the Company may provide to You or make available to You after the
date You obtain Your initial copy of the Software Product to the extent
that such items are not accompanied by a separate license agreement or
terms of use.
"Permitted Number" means one (1) unless otherwise indicated
under a valid license (e.g. volume license) granted by the Company.
"Computer" means an electronic device that accepts information
in digital or similar form and manipulates it for a specific result based
on a sequence of instructions.
2. Software License. As long as you comply with the terms of this End
User License Agreement (this "Agreement"), the Company grants
to you a non-exclusive license to Use the Software for the purposes described
in the Documentation.
2.1 General Use. You may install and Use a copy of the Software on your
compatible Computer, up to the Permitted Number of Computers.
2.2 Evaluation Use. If the Software that was distributed to you was labeled
as an EVALUATION VERSION or TRY & BUY VERSION (or its functional equivalent)
(an "Evaluation Version"), the license granted under this Agreement
commences upon the installation of the Software Product and is effective
for 45 days following the date you install the Software (the "Evaluation
Term"). Evaluation Version Software may include software code intended
to disable partial functionality during the Evaluation Term and disable
the use of Software after the expiration of the Evaluation Term. You may
take no actions to circumvent the operation of such disabling code, and
you accept all risks that might arise from such disabling code. If the
Software was not distributed as an Evaluation Version, or if you converted
an Evaluation Version installation of the Software Product to a non-Evaluation
Version of the Software Product by authorized use of the conversion mechanism
provided with the Software (in each case either being or resulting in
a "Full-License Version"), the licenses granted under this Agreement
commence upon the installation of the Software and are effective in perpetuity
unless terminated per the terms of this Agreement.
2.3 Backup Copy. You may make one backup copy of the Software, provided
your backup copy is not installed or used on any computer. You may not
transfer the rights to a backup copy.
2.4 Your right to use is non-exclusive.
3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
3.1 Support Services. Company may provide You with support services related
to the SOFTWARE ("Support Services"). Use of Support Services
is governed by the Company policies and programs described in the user
manual, in "on line" documentation and/or other Company-provided
materials. Any supplemental software code provided to you as part of the
Support Services shall be considered part of the SOFTWARE PRODUCT and
subject to the terms and conditions of this Agreement. With respect to
technical information you provide to Company as part of the Support Services,
Company may use such information for its business purposes, including
for product support and development. Company will not utilize such technical
information in a form that personally identifies you.
3.2 Limitations on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT,
except and only to the extent that such activity is expressly permitted
by applicable law notwithstanding this limitation.
3.3 Rental. You may not rent, lease or lend the SOFTWARE.
3.4 Software Transfer. You may permanently transfer all of your rights
under this Agreement, provided you retain no copies, you transfer all
of the SOFTWARE (including all component parts, the media and printed
materials, any upgrades, this Agreement, and, if applicable, the Certificate
of Authenticity), and the recipient agrees to the terms of this Agreement.
3.5 Termination. Upon the expiration of the Evaluation Term (if any),
your rights under this Agreement terminate automatically without notice.
Without prejudice to any other rights, Company may terminate this Agreement
if You fail to comply with the terms and conditions of this Agreement.
In such event, You must destroy all copies of the Software and all of
its component parts. The terms of this paragraph shall survive any termination
of this Agreement.
4. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY WENPOINT CORPORATION.
5. UPDATES. If the Software is an Update to a previous version of the
Software, you must possess a valid license to such previous version in
order to Use such Update. All Updates are provided to you on a license
exchange basis. You agree that by Using an Update you voluntarily terminate
your right to use any previous version of the Software. As an exception,
you may continue to Use previous versions of the Software on your Computer
after you Use the Update but only to assist you in the transition to the
Update, provided that: (a) the Update and the previous versions are installed
on the same computer; (b) the previous versions or copies thereof are
not transferred to another party or Computer unless all copies of the
Update are also transferred to such party or Computer; and (c) you acknowledge
that any obligation Company may have to support the previous versions
of the Software may be ended upon availability of the Update.
6. Intellectual Property Ownership, Copyright Protection. The Software
is owned by Company or its suppliers or licensors and is protected by
United States copyright laws and international treaty provisions. We (and
our suppliers and licensors) own and retain all right, title and interest
in and to the Software, including patents, trademarks, copyrights, trade
secrets and other intellectual property rights embodied or contained therein.
Therefore, you may not use, copy, or distribute the Software without written
authorization.
7. NO WARRANTIES. THE SOFTWARE IS BEING PROVIDED TO YOU "AS-IS"
WITHOUT ANY WARRANTY WHATSOEVER. 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
COMPANY MAKES NO WARRANTY THAT THE SOFTWARE 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,
THE COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE
AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS
ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU
HEREBY ACKNOWLEDGE THAT THE SOFTWARE MAY NOT BE AVAILABLE OR BECOME UNAVAILABLE
DUE TO ANY NUMBER OF FACTORS INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM
MAINTENANCE, SCHEDULED OR UNSCHEDULED, TECHNICAL FAILURE OF THE SOFTWARE,
TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE
TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND,
ACTIONS AND OMISSIONS OF THIRD PARTIES, OR ANY OTHER CAUSE REASONABLY
BEYOND THE CONTROL OF THE COMPANY. THEREFORE, THE COMPANY EXPRESSLY DISCLAIMS
ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY,
ACCESSIBILITY, OR PERFORMANCE.
8. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES.TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY 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, 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 COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
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 COMPANY OR A THIRD
PARTY. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES
IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE,
EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES DO
NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
9. U.S. Government-Restricted Rights. The Software and accompanying documentation
are deemed to be "commercial computer Software" and "commercial
computer Software documentation," respectively, pursuant to DFAR
Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification,
reproduction release, performance, display or disclosure of the Software
and accompanying documentation by the U.S. Government will be governed
solely by the terms of this Agreement and will be prohibited except to
the extent expressly permitted by the terms of this Agreement.
10. Export Restrictions. You may not 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 or (c) in contravention
of United States or other applicable law. 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,
regulations and rules and that the Company has no further responsibility
for such after the initial license to you.
11. General. This Agreement is governed by the laws of the United States
and the State of California, without reference to conflict of laws principles.
The application of the United Nations Convention of Contracts for the
International Sale of Goods is expressly excluded. This Agreement shall
not be subject to the Uniform Commercial Code. Any dispute between you
and the Company regarding this Agreement will be subject to the exclusive
venue of the state and federal courts in the county of Santa Clara, state
of California, USA. This Agreement is the entire agreement between you
and Company and supersedes any other communications, oral or written,
or advertising with respect to the Software and documentation. If any
provision of this Agreement is held invalid, the remainder of this Agreement
will continue in full force and effect. No provision hereof shall be deemed
waived or modified except in a written addendum signed by an authorized
representative of the Company.
Should you have any questions concerning this Agreement, or if you desire
to contact Wenpoint for any reason, please send email to sales@wenpoint.com.
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