End user agreement for Mirador Instant Messenger
ANY INTERPRETATION OF THE CONTENTS, RIGHTS AND OBLIGATIONS OF THE CONTENTS OF THIS NOTICE SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.
Any software that is made available to download from this server (Software) is the copyrighted work of Serial Scientific International, Inc. (SSI). Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms. The downloading and the use of any Software is subject to the following restrictions and limitations:
1. No right to recopy, sell, distribute, license, sub-license, alter, modify, disassemble, de-compile or reverse engineer the Software or any portion thereof during or after the trial period in any manner whatsoever is hereby given. Violation may result in severe civil and/or criminal penalties, as violators will be prosecuted to the maximum extent possible.
2. You are permitted to use the software on a single computer owned or leased by you. You may not use the Software on more than a single machine, even if you own or lease more than one machine, without prior written consent of SSI. In the case of a client/server application consult the specific conditions and requirements as stipulated in the Software License agreement.
3. You may not provide or disclose the Software to any third party.
4. You may not grant any sublicense, lease or other right in the Software to others.
5. You may not make copies, or verbal or media translations of the user guide; and
6. You may not make telecommunication data transmissions of the Software.
7. After the trial period has expired you are required either to purchase the software or to immediately uninstall, delete and/or destroy all software Materials
SOFTWARE LICENSE AGREEMENT
SERIAL SCIENTIFIC INTERNATIONAL INC.
IMPORTANT - PLEASE READ CAREFULLY:
BY DOWNLOADING, INSTALLING THE SOFTWARE (AS DEFINED BELOW), COPYING THE SOFTWARE AND/OR CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AGREE TO ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT ("AGREEMENT") REGARDING YOUR USE OF THE SOFTWARE. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, CLICK ON THE "NO" BUTTON AND/OR DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
This agreement (the "Agreement") is made between SERIAL SCIENTIFIC INTERNATIONAL INC.("SSI") and you, the customer ("Licensee"). The terms and conditions of this Agreement are intended by the parties as a final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement unless such agreement is signed by both parties. In the absence of such an agreement, this Agreement shall constitute the complete and exclusive statement of the terms and conditions and no extrinsic evidence whatsoever may be introduced in any judicial proceeding which may involve the Agreement. This Agreement may not be modified except by a writing executed by both parties hereto.
SECTION 1. GENERAL PROVISIONS.
The provisions of this Section 1 shall apply to any and all Software, as defined below.
For the purpose of this Agreement, the licensed computer software program(s) downloaded and/or installed and the supporting documentation for such will be referred to as the "Software."
You acknowledge that no title to the intellectual property in the Software is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Software shall remain in SSI. SSI is not obligated to provide and Licensee acquires no right of any kind with respect to any source code for the Software.
1.3 PROHIBITED USES
Whether you are licensing the Software as an individual or on behalf of an entity, licensee may not:
(i) Reverse engineer, decompile, or disassemble the Software;
(ii) Modify, or create derivative works based upon, the Software in whole or in part;
(iii) Distribute copies of the Software;
(iv) Remove any proprietary notices or labels on the Software;
(v) Separate any of its component parts. The Software is licensed as a single product; or
(vi) Resell, lease, rent, transfer, sublicense;
(vii) Assign and transfer rights to the Software without SSI consent.
1.4 INJUNCTIVE RELIEF
The parties agree that a material breach of Section 1.3 (Prohibited Uses) will cause irreparable harm to SSI and that a remedy at law would be inadequate. Thus, in addition to any remedies at law, SSI will be entitled to obtain injunctive relief, or other equitable remedies, to protect SSI rights under the Agreement.
All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by SSI. The Software is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material.
"Confidential Information" shall be defined to include Software, source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by SSI to Licensee under or relating to this Agreement. Licensee shall observe complete confidentiality with respect to the Confidential Information, and shall use its best efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Licensee shall promptly notify SSI of any known unauthorized use or disclosure of the Confidential Information and will cooperate with SSI in any litigation brought by SSI against third parties to protect its proprietary rights.
1.7 LIMITATION OF LIABILITY
Licensee must assume the entire risk of using the program. IN NO EVENT SHALL SSI, ITS SUBSIDIARIES OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SSI SOFTWARE, EVEN IF SSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SSI CUMULATIVE LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY LICENSEE, PROVIDED, HOWEVER, IF THE RELEVANT PRODUCT WAS PROVIDED TO LICENSEE AT NO CHARGE YOU AGREE SSI SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW. NO ACTION MAY BE BROUGHT AGAINST SSI LATER THAN ONE YEAR FROM THE TERMINATION OF THIS AGREEMENT.
Without prejudice to any other rights SSI may have, your rights under this Agreement will terminate automatically if you fail to comply with the terms and conditions of this Agreement; provided, however, Licensee shall have ten (10) days from written notice to cure any such breach if curable. Upon termination, Licensee must destroy all copies of the Software and submit in writing to SSI the proof of the destruction of all copies of the Software and all component parts thereof (including copies stored in computer memory). Section 1.2, 1.3, 1,4.1.5, 1.6, 1.7, 1.8, 1.9, of this Agreement shall survive such termination.
1.9 EXPORT LAW ASSURANCE
Licensee shall not export or re-export, the Software outside of the jurisdiction in which Licensee obtained it without the appropriate United States or foreign government licenses.
1.10 GOVERNING LAW
This Agreement will be governed by the laws of the State of Florida as they are applied to agreements between Florida residents entered into and to be performed entirely within Florida. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
SECTION 2 TRIAL VERSION TERMS AND CONDITIONS.
The following provisions shall apply to Software downloaded for temporary and/or trial use.
Subject to the terms and conditions of this Agreement, the Software is licensed, not sold to Licensee by SSI for a free evaluation period of thirty (30) days from the download date ("Evaluation Period"). Licensee may use the Software for its own internal evaluation and for no other purpose.
During the temporary and/or trial use period, licensee may:
(i) Install and use the Software for personal or internal use on the number of computers for which licensee has been authorized; and
(i) Make one copy of the software solely for backup or archival purposes, if the software was delivered in electronic format or keep the original media on which the software was provided by SSI solely for backup or archival purposes. However, Licensee must reproduce each such copy without modification, including all copyright and other proprietary notices that are on the original copy.
After the trial period has expired you are required either to purchase the software or to immediately uninstall, delete and/or destroy all software Materials
LICENSEE AND SSI AGREE THAT THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND UNSUPPORTED, and that SSI makes no representation and gives no warranty whatsoever, whether express or implied, and without limitation, with regard to the quality, safety, contents, performance, merchantability, non-infringement or suitability for any particular or intended purpose of the Software found on the SSI web site. In no event will SSI be liable for any direct, indirect, punitive, special, incidental or consequential damages however they may arise and even if SSI has been previously advised of the possibility of such damages.
SECTION 3. "FULL" LICENSE TERMS AND CONDITIONS.
The provisions of this Section 3 shall apply to Software licensed with no time limits.
3.1 GRANT OF LICENSE
Subject to the terms of this agreement and upon Licensee's full payment of the applicable fees, the Software shall be licensed, not sold and SSI hereby grants you a perpetual, non-exclusive, non-transferable license to install and to use the Software.
During the introductory period, or the full license term, licensee may:
(ii) Install and use the Software for personal or internal use on the number of computers for which licensee has paid license fees;
(iii) Make one copy of the software solely for backup or archival purposes, if the software was delivered in electronic format, or keep the original media on which the software was provided by SSI solely for backup or archival purposes. However, Licensee must reproduce each such copy without modification, including all copyright and other proprietary notices that are on the original copy.
Except as expressly provided in this Agreement, licensee may not otherwise make copies of the software or the printed materials accompanying the software.
Without limiting any of the foregoing, copying or reproducing any Software to any other server or location for further reproduction or redistribution is expressly prohibited.
3.2 MAINTENANCE AND UPDATES
From time to time, SSI may make available updates to the software. You may download and install or otherwise use those updates to the software that are released by SSI during any "Update Subscription period" and for the applicable fee.
"Update Subscription Period" shall be defined as the one (1) year period beginning on the date of the first invoice for the Software or from the conclusion of any previous Maintenance Period, provided Licensee is current on all fees due.
Licensee must complete the product registration form during software installation to be notified of software updates. All updates to the Software are governed by this Agreement, unless other license terms are provided with the update. To receive updates to the software after the first year, licensee will need to purchase at additional cost our annual Update Subscription Service.
Either party may elect not to renew the annual update subscription service, in which case SSI will no longer make updates available to the Licensee. Payment of any and all past maintenance fees, plus a re-instatement fee of 20% of the annual maintenance fee, shall be required before maintenance will be reinstated after it has lapsed.
3.3 LIMITED WARRANTY
SSI warrants that it retain(s) all intellectual property rights in the Software and any accompanying written materials provided by SSI, including but not limited to copyright, and that it has the legal right to grant Licensee the License granted under this Agreement.
SSI warrants that the media on which the Software is distributed is free from defects for a period of thirty (30) days from the delivery date of the Software and that the operation of the Software, as provided by SSI, will substantially conform to SSI's published documentation for the Software. In the event Licensee notifies SSI during the warranty period that the Software does not meet these standards, SSI shall, at its sole option and expense, either replace the media, refund the purchase price, or repair or replace the Software as Licensee's sole and exclusive remedy.
SSI DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SSI DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SSI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFIT) ARISING FROM ANY CAUSE UNDER OR RELATED TO THIS AGREEMENT.
Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.
In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
4.2 ENTIRE AGREEMENT
You agree that this is the entire agreement between you and SSI, which supersedes any prior agreement, whether written or oral, and all other communications between SSI and you relating to the subject matter of this Agreement.
4.3 RESERVATION OF RIGHTS
All rights not expressly granted in this Agreement are reserved by SSI.
Copyright (c) 2004 Serial Scientific International Inc. All rights reserved.