End user agreement for iMiser Research Assistant
SOFTWARE LICENSE AGREEMENT for iMiser Research Assistant Copyright(c)2002 to 2012 AdviceSoft LLC All rights reserved ADVICESOFT LLC IS WILLING TO LICENSE ITS IMISER RESEARCH ASSISTANT VERSION 3.3 SOFTWARE (THE "SOFTWARE")TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS IN THIS AGREEMENT. BY CLICKING THE OPTION "I accept the agreement" BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.IF YOU DO NOT AGREE TO THESE TERMS, ADVICESOFT LLC IS UNWILLING TO AND DOES NOT LICENSE THE SOFTWARE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS YOU MUST CLICK THE OPTION "I do not accept the agreement" BELOW AND DISCONTINUE USE OF THE SOFTWARE. ANY USE OF THE SOFTWARE BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN.1. LICENSE. Subject to the terms and conditions of this License Agreement,ADVICESOFT LLC hereby grants you a Nonexclusive and non-transferable license to install and use the executable codeversion of the Software on a single personal computer. However, if you are an individual, the license is granted for installation and use on one or more personal computers in your household or home office that are owned or controlled by you for use by yourself and immediate family members residing in the same household only, provided that it is in operation on one computer at a time(one simultaneous user) and that it may be used on a maximum of one laptop computer. You may copy the Software only for backup and recovery purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software. 2. RESTRICTIONS. ADVICESOFT LLC retains all rights, title, and interest in and tothe Software, and anyrights not expressly granted to you herein are reserved by ADVICESOFT LLC. You may not reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the software, except to the extent (if at all) expressly permitted under any applicable law. If applicable law expressly permits such activities, any information so discovered or derived shall be deemed to be the confidential proprietary information of ADVICESOFT LLC and must be promptly disclosed by you to ADVICESOFT LLC by certified mail and email to email@example.com. Any attempt to transfer any of the rights, duties or obligations hereunder is void. You may not sell, encumber, rent, lease or loan the Software. You may not reproduce (except as expressly permitted under Section 1), distribute, publicly perform, publicly display, modify or create derivative works of or based on the Software, including customization, translation or localization.You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. 3. Third Party Proprietary Rights. Title and related rights in the content accessed through or copied by the Software on third party websites or elsewhere are the property of the applicable content owner and are protected by applicable law. The license granted under this Agreement gives you no rights in or to such content. You may only use such content to the extent permitted: (i)by the owner of such content; (ii)by applicable copyright law; (iii) because such content is in the public domain; and/or (iv) because such use is permitted by fair use or other similar legal principles. 4. TECHNICAL SUPPORT, DOCUMENTATION AND ENHANCEMENTS. Free technical support (via e-mail response) will be available for a period of eighty-nine days from date of purchase in ADVICESOFT LLC's discretion. This Agreement does not entitle you to receive from ADVICESOFT LLC any other technical support, hard-copy documentation, telephone assistance, or enhancements or updates to the Software. 5. UPGRADES. ADVICESOFT LLC reserves the right to replace, modify or upgrade the Software at any time by offering you a replacement or modified version of the Software or such upgrade and to charge for such replacement, modification or upgrade. Any such replacement or modified software code or upgrade to the Software offered to you by ADVICESOFT LLC shall be considered part of the Software and subject to the terms of this Agreement (unless this Agreement is superceded by a further Agreementaccompanying such replacement or modified version of or upgrade to the Software). In the event that ADVICESOFT LLC offers a replacement or modified version of or any upgrade to the Software, (i) your continued use of the Software is conditioned on your acceptance of such replacement or modified version of or upgrade to the Software and any accompanying superceding Agreement; and (ii) in the case of the replacement or modified Software, your use of all prior versions of the Software shall be terminated. 6. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE (AND TECHNICAL SUPPORT, IF ANY) IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, ADVICESOFT LLC AND ANY APPLICABLE LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ADVICESOFT LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS VIRUS-FREE. FURTHERMORE, ADVICESOFT LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF THE SOFTWARE SHOULD PROVE DEFECTIVE IN ANY RESPECT, YOU AND NOT ADVICESOFT LLC OR ITS LICENSORS OR AFFILIATES, OR THEIR RESPECTIVE SUPPLIERS OR RESELLERS OR ANY CONTRIBUTORS TO THE SOURCE CODE, ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ADVICESOFT LLC OR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. 7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ADVICESOFT LLC, ITS AFFILIATES OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, WORK STOPPAGE,COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVICESOFT LLC OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. IN NO EVENT SHALL ADVICESOFT LLC'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. ADVICESOFT LLC IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH OR COPIED BY THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. THE PRICING AND CONDITIONS OF USE ARE DEPENDENT UPON, AND GRANTED IN CONSIDERATION OF, THE LIMITATIONS OF LIABILITY OF THIS PARAGRAPH 7. 8. INDEMNITY. You agree to defend and indemnify ADVICESOFT LLC against any and all claims, losses, liabilities, damages, costs and expenses, including attorney's fees, which ADVICESOFT LLC may incur as a result of or in connection with your breach of this Agreement, or your use, copying, linking or accessing of any content or other third party proprietary material in connection with your use of the Software. 9. TERM AND TERMINATION. This Agreement shall continue until terminated. You may terminate the Agreement at any time by deleting all copies of the Software and all related information. This Agreement terminates immediately and automatically, with or without notice, if you fail to comply with any provision hereof. Additionally, ADVICESOFT LLC may at any time terminate this Agreement, without cause, upon notice to you. Such notice may be posted on the imiser.biz website if ADVICESOFT LLC is unable to contact you at the e-mail address specified in your registration. Upon termination you must delete or destroy all copies of the Software in your possession. Sections 2 through 14 survive termination. 10. GOVERNMENT END USERS. If you are or areacting on behalf of an agency or instrumentality of the United States Government, the Software, as applicable, is "commercial computer software" and "commercial computer software documentation" and pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Software is governed by the terms of this Agreement and you acquire the Software only with those rights set forth herein. 11. COMPLIANCE WITH APPLICABLE LAW; EXPORT / IMPORT. You agree to comply, and represent that you have complied, with all applicable laws, rules and regulations, including without limitation export and import laws, restrictions and regulations, of the United States and foreign countries applicable to your use of the Software and your compliance with this Agreement. You agree not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary authorizations. Neither the Software nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, the Taliban-controlled areas of Afghanistan, or any other country subject to U.S. trade sanctions applicable to the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to any named party or individual on the U.S. Department of Treasury, Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and/or the U.S. Department of Commerce, Bureau of Export Administration Denied Persons List or Entity List. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions. 12. CONTRACTING PARTIES. If the Software is installed on any computer owned by a corporation or other legal entity, then this Agreement is formed by and between ADVICESOFT LLC and such entity. The individual executing this Agreement represents and warrants to ADVICESOFT LLC that they have the authority to bind such entity to the terms and conditions of this Agreement. 13. GENERAL. This Agreement is governed and interpreted in accordance with the laws of the State of New York without giving effect to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any claim arising out of or related to this Agreement must be brought exclusively in a federal or state court located in New York, New York and you consent to the jurisdiction of such courts, and to service of process via the email address that you provided with your registration, in respect of any claims arising out of or in connection with this Agreement or your use, right to use or transfer of the Software. If any provision of this Agreement shall be invalid, the validity of the remaining provisions of this Agreement shall not be affected. This Agreement is the entire and exclusive agreement between ADVICESOFT LLC and you with respect to the Software and supersedes all prior agreements (whether written or oral) and other communications between ADVICESOFT LLC and you with respect to the Software. This Agreement may be amended only by a writing signed by both parties. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. No claim may be made against ADVICESOFT LLC, its shareholders, directors, managers, agents or employees, unless made within one year after the occurrence of the event giving rise to such claim. The pricing and other terms and conditions are based on your agreement to this Agreement; if you disagree with any such terms, then you may terminate this license within 10 days after initial installation and terminate this license. 14. LICENSEE OUTSIDE THE U.S. If you are located outside the U.S., then the provisions of this Section shall apply. LES PARTIES AUX PRESENTES CONFIRMENT LEUR VOLONTE QUE CETTE CONVENTION DE MEME QUE TOUS LES DOCUMENTS Y COMPRIS TOUT AVIS QUI S'Y RATTACHE, SOIENT REDIGES EN LANGUE ANGLAISE. (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."). You expressly waive any right to make a claim in any court other than in the State of New York. BY CLICKING THE OPTION "I accept the agreement" YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.