1. Grant of License for End Users Arconi SoftTools , grants you a non-exclusive, non-transferable license to use the program with which this license is distributed ('the Software Program'), including any documentation files accompanying the Software Program('Documentation') on a single server (if the Software is server based) or personal computer.(i) the Software Program is installed on only one server or personal computer;(ii) the Software Program is NOT modified;(iii) all copyright notices are maintained on the Software Program; and(iv) you agree to be bound by the terms of this License Agreement. The Software Program and Documentation shall be used only by you, only for your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity.
2. Ownership You have no ownership rights in the Software Program . Rather, you have a license to use the Software Program as long as this License Agreement remains in full force and effect. Ownership of the Software Program, Documentation and all intellectual property rights therein shall remain at all times with Arconi SoftTools .
3. Copyright The Software Program and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Arconi SoftTools. You may not remove any proprietary notice of Arconi SoftTools from any copy of the Software Program or Documentation.
4. Restrictions You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software Program or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software Program, nor shall you attempt to create the source code from the object code for the Software Program unless the Source Code is provided for download. You may not transmit the Software Program over any network or between any devices, although you may use the Software Program to make such transmissions of other materials.
5. Confidentiality You acknowledge that the Software Program contains proprietary trade secrets of Arconi SoftTools and you hereby agree to maintain the confidentiality of the Software Program using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Software Program License Agreement to those persons employed by you who come into contact with the Software Program, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software Program for the purpose of deriving the source code of the Software Program or defeating the Key.
6. Limited Warranty THE SOFTWARE PROGRAM IS PROVIDED 'AS IS'. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARCONI SOFTTOOLS. DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ARCONI SOFTTOOLS. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PROGRAM WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE PROGRAM WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE PROGRAM WILL BE CORRECTED, OR THAT THE SOFTWARE PROGRAM IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.
7. Limitation of Liability IN NO EVENT WILL ARCONI SOFTTOOLS. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF ARCONI SOFTTOOLS, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARCONI SOFTTOOLS'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE PROGRAM AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE PROGRAM AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Export Restrictions THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM UNITED STATES OF THE SOFTWARE PROGRAM OR INFORMATION ABOUT SUCH SOFTWARE PrROGRAM WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF UNITED STATES. YOU SHALL NOT EXPORT THE SOFTWARE PROGRAM, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE PROGRAM AND DOCUMENTATION WITHOUT CONSENT OF ARCONI SOFTTOOLS. AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
9. Termination This License Agreement is effective until it is terminated. You may terminate this License Agreement at anytime by destroying or returning to Arconi SoftTools all copies of the Software Program and Documentation in your possession or under your control. Arconi SoftTools may terminate this License Agreement for any reason, including, but not limited to, if Arconi SoftTools finds that you have violated any of the terms of this License Agreement. Upon notification of termination, you agree to destroy or return to Arconi SoftTools all copies of the Software Program and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software Program License Agreement.
10. General This License Agreement shall be construed, interpreted and governed by the laws of the County of Santa Clara without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate national/federal or state court sitting in Santa Clara, California, United States. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.
Copyright Arconi SoftTools 2006