END USER LICENSE AGREEMENT
IMPORTANT – PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING ANY PART OF THIS INTERACTIVE SOFTWARE PRODUCT. THIS IS A LEGAL DOCUMENT THAT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PRODUCT. BY DOWNLOADING, INSTALLING OR USING THIS SOFTWARE, OR BY USING ANY PART OF IT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS.
Brian Haas (Licensor) will license this product to you, the licensee (“you” or “Licensee”) only if you accept all of the terms of this end user license agreement (this “Agreement”). Licensor provides its software and licenses its use, free of charge directly through www.derbydaysoftware.com or through authorized distributors. You assume responsibility for the selection of software to achieve your intended results, and for the installation, use and results obtained from the software.
1. Grant of License. Subject to the terms of this Agreement, Licensor hereby grants to you a non-exclusive and non-transferable license (with limited right to sublicense pursuant to Section 3), the software program in machine-readable object code form contained in the media (the “Program”), (ii) the associated written documentation provided by derbydaysoftware.com (the “Documentation”), and (iii) any updates, revisions or upgrades of the Program or the Documentation provided to you by Licensor or its authorized reseller (each an “Update”) (the Program, the Documentation and any Update collectively the “Product”). If you receive replacement or backup media containing the Program, you may only use it to in fact replace the primary media and may not transfer the original media to any other individual or computer. All rights not expressly granted to you herein are hereby reserved by Licensor.
2. Scope of Use. You may install the Product on multiple computers for individual use. In addition, you shall not, nor permit any party to: (i) sell, lease, or otherwise transfer the Product to any person, firm, or entity for fee; or (ii) copy, modify, adapt, translate, decompile, disassemble create or attempt to create, by reverse engineering or otherwise, the source code from any object code supplied hereunder.
3. Ownership. This is a license agreement and NOT an agreement for sale. All worldwide Intellectual Property Rights created, developed or otherwise acquired by Licensor that are embodied in or related to the Product are, and at all times shall remain, the sole and exclusive property of Licensor, whether or not specifically recognized or protected under local laws. For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You may not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Licensor on or in the Product.
4. Limited Warranty, Remedies and Disclaimer of Warranty. Product is licensed to you on an “AS IS” basis without any warranty whatsoever. No services, training, support or maintenance is provided to you by Licensor under this Agreement. Licensor EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY STATED IN THIS SECTION 4, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE, INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES AND COUNTRIES DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY BY STATE OR COUNTRY.
5. Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR YOUR COST OF PROCURING SUBSTITUTE GOODS.
6. Export Restrictions. You agree to comply at all times with the provisions of all applicable laws and regulations regarding export controls or technology transfer restrictions of any applicable jurisdiction, including without limitation those of the United States Departments of Commerce and State.
7. General Provisions. This Agreement will be governed by the laws in force in the state of Minnesota excluding its conflict of law rules and exclusive venue for any litigation shall be in Minnesota. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified in a writing referencing this Agreement and duly signed by an authorized officer of the parties. This Agreement constitutes the entire agreement between you and Licensor relating to the Product, and supersedes any prior communications, advertising or representations concerning the Product.