End user agreement for Event Log Watchdog
END-USER LICENSE AGREEMENT THIS END-USER LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND KEROON SOFTWARE CORPORATION ("KEROON SOFTWARE"). INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THIS PRODUCT ("LICENSED SOFTWARE") INDICATES THAT "LICENSEE" ACCEPTS THESE TERMS AND CONDITIONS. IF LICENSEE DOES NOT AGREE TO THESE TERMS AND CONDITIONS, KEROON SOFTWARE IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO LICENSEE. IN SUCH EVENT, LICENSEE MAY NOT USE OR COPY THE LICENSED SOFTWARE, AND THE LICENSEE SHOULD CLICK THE "CANCEL" BUTTON AND PROMPTLY CONTACT KEROON SOFTWARE FOR A REFUND OF ANY FEES PAID BY LICENSEE AND INSTRUCTIONS ON THE RETURN OF THE LICENSED SOFTWARE. LICENSED SOFTWARE AND DOCUMENTATION LICENSE 1. Subject to the terms and conditions set forth herein, Keroon Software hereby grants Licensee a non-exclusive and non-transferable license (the "License") to use the Licensed Software and the printed, "on-line" and/or electronic documentation provided with the Licensed Agreement (the "Documentation"). The Licensed Software Agreement and Documentation are licensed, not sold. Licensee may use the Licensed Software only on one central processing unit with one input terminal. The Licensed Software may not be installed, accessed, displayed, run, shared or used concurrently on or from different computers. All rights, title and interests in and to the Licensed Software and the Documentation are and shall remain in Keroon Software or Keroon Software's licensors, as the case may be. Licensee shall have no right under this Agreement or otherwise to obtain or access the source code of the Licensed Software. Licensee is not entitled to updates to or upgrades of the Licensed Software or Documentation. 2. Licensee may not alter, create derivative work based upon, decompile, disassemble, modify, reverse engineer or translate in any way the Licensed Software or Documentation. 3. Licensee may not copy the Licensed Software or Documentation; provided, however, that Licensee may make one (1) copy of the Licensed Software for archival/backup purposes. 4. Licensee may use the Licensed Software and Documentation for its internal data processing purpose only and may not rent, lend, lease, distribute or sublicense the Licensed Software or Documentation. In no event shall Licensee use the Licensed Software in a third-party computer services bureau or time sharing operation. 5. If either the Licensed Software or Documentation is used in any way not expressly and specifically permitted by this License, then the License shall immediately and automatically terminate. Upon the termination of the License, Licensee shall thereafter make no further use of the Licensed Software or Documentation, and Licensee shall, at its expense, return to Keroon Software the Licensed Software and Documentation. 6. If Keroon Software performs any integration, customization or other services for Licensee ("Services"), Keroon Software shall own all rights, title and interests in and to any and all software, materials, information and inventions (whether or not patentable) (collectively "Work Product") developed or created by Keroon Software in connection with the Services, including, without limitation, any and all derivative works based on the Licensed Software. Licensee hereby conveys, transfers and assigns to Keroon Software any rights, title or interests Licensee may have in or to the Work Product. Support for the Licensed Product is not included in the license fees paid by Licensee, but may be purchased by Licensee from Keroon Software at then-current rates and subject to the then-current terms and conditions if, and for so long as, such support is made available by Keroon Software, in its sole discretion. LIMITED WARRANTY 1. For a period of thirty (30) days following the date of delivery of the Licensed Software and Documentation to Licensee (the "Warranty Period"), Keroon Software warrants that the media on which the Licensed Software is stored, such as diskettes or CD ROMs ("Media"), shall be free from defects in materials and workmanship. Licensee's sole and exclusive remedy in the event of a breach of the foregoing warranty is, at Keroon Software's option, repair, replacement, or return of price paid for the Licensed Software and Documentation by Licensee. To make a warranty claim, Licensee must, within the Warranty Period, send the defective Media along with proof of purchase to Keroon Software at the address set forth below, postage pre-paid and postmarked. 2. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES. KEROON SOFTWARE HEREBY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE AND ANY WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE OR TRADE PRACTICE. Keroon Software does not warrant that the Licensed Software or Documentation will be error- free. Except for the limited Media warranty expressly set forth herein, the Licensed Software and Documentation are provided on an "AS-IS" basis without warranties of any kind. Licensee assumes the entire risk associated with its use of, and the quality and performance with respect to, the Licensed Software and Documentation. 3. To the maximum extent permitted by applicable law, in no event shall Keroon Software or its licensors be liable for any damages whatsoever, including, without limitation, special, direct, indirect, consequential, incidental, or exemplary damages for loss of profits, business, technology, data or information, damage to good will, replacement costs, personal injury, business interruption or any other pecuniary loss arising out of this Agreement or the use or inability to use the Licensed Software or Documentation, even if Keroon Software has been advised of the possibility of such damages, whether under theories of contract, tort (including, without limitation, negligence), strict liability, or otherwise. In any event, the maximum aggregate liability of Keroon Software and its licensors related to, or in connection with, this Agreement shall be limited to the price paid for the Licensed Software and Documentation by Licensee. 4. The foregoing warranty gives Licensee specific legal rights, and Licensee may also have other rights which vary from state to state. Some states do not allow the limitation or exclusion of implied warranties or certain damages, so the above limitations may not apply to Licensee. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND The Licensed Software and Documentation have been developed exclusively at private expense, and are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Licensed Software clause at DFARS 252.227- 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52, 229-19, as applicable. Keroon Software is the Manufacturer and is located at 1251 Peace Lane, Franklin, Georgia 30217, (706) 675-2718. EXPORT RESTRICTIONS Licensee shall not export or re-export the Licensed Software to any country, person or entity subject to U.S. export restrictions. CONFIDENTIALITY 1. The Licensed Software and Documentation are delivered to Licensee on a confidential basis, and Licensee is responsible for employing reasonable measures to prevent the unauthorized use thereof, which measures shall not be less than those measures used by Licensee in protecting its own proprietary information. In particular, Licensee shall keep all information regarding the Licensed Software and Documentation confidence, and shall not disclose or otherwise make the Licensed Software or Documentation available to any third party without the prior written consent of Keroon Software. Licensee may disclose the Licensed Software and Documentation to its employees as necessary for the uses permitted under this Agreement. 2. Licensee shall not remove any trademark tradename, copyright notice or other proprietary notice from the Licensed Software or Documentation, and shall be responsible for the conservation of the same on all copies of the Licensed Software and Related Materials received under this Agreement on any back-up copy of the Licensed Software or Documentation created in accordance with this Agreement. Licensee may not reproduce any portion of the Licensed Software or Documentation except as permitted under this Agreement. MISCELLANEOUS 1. This Agreement is the final, complete and exclusive statement of the entire agreement between Keroon Software and Licensee concerning the Licensed Software, and supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications, whether oral or written, between Keroon Software and Licensee. 2. No modification or amendment of these terms and conditions shall be binding upon either party unless in writing signed by duly authorized representatives of Keroon Software and Licensee. 3. This Agreement and the License is personal to Licensee and may not be assigned, conveyed or otherwise transferred by Licensee without the prior express written consent of Keroon Software in its sole discretion. Any attempted assignment, conveyance or other transfer of this Agreement or the License by Licensee shall be void and of no force or effect. 4. This Agreement is binding upon the parties and their respective successors and permitted assigns. The parties do not intend to confer any benefit under this agreement or anyone other than the parties, and nothing contained in this Agreement will be deemed to confer any such benefit on any other person. 5. If, for any reason, any term or condition of this Agreement is determined to be invalid, illegal or unenforceable under current or future law, such invalidity shall not impair the operation of or otherwise effect the validity of the other terms and conditions of this Agreement, which shall remain in full force and effect. 6. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia, except its laws that would render such choice of law ineffective. The parties agree that all action or proceedings to enforce this Agreement will be brought in federal courts located in the State of Georgia. Each party hereby unconditionally and irrevocably consents to the jurisdiction of such courts in such state, and waives its rights to bring any action or proceeding against the other party except in such courts. 7. Any action under this Agreement, regardless of the form, whether in contract, negligence, or tort, must be brought within one (1) year after the cause of action has arisen. The foregoing shall not apply to claims arising out of the violation or infringement of a party's intellectual property rights or Licensee's breach of the section of this Agreement entitled "Licensed Software and Documentation License." 8. The failure of either party at any time or times to require performance of any provision of this Agreement will in no manner affect the right to enforce such provision on any other occasion; and no waiver by either party of any provision (or of a breach of any provision) of this Agreement in any one or more instances will be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.