End user agreement for BC Excel Server 2008 Enterprise-Complete
THE END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT ("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AND Beijing CESoft Co., Ltd, ("CESoft"). PLEASE READ THIS GREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR RECORDS. THIS AGREEMENT SUPERSEDES PREVIOUS VERSIONS. BY CHECKING THE AGREEMENT CHECKBOX BELOW AND DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING the SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
1. SOFTWARE: As used in this Agreement, the term "Software" refers to the CESoft software, which you have selected to download. The term "Software" also shall include any upgrades, modified versions or updates of the Software made available to you by CESoft. The software is deemed accepted by you upon download of the Software.
2. GRANT OF LICENSE: Subject to the terms of this Agreement, CESoft hereby grants you a perpetual, non-exclusive, non-transferable license to: (i) install the Software, (ii) use the Software for your internal use, and (iii) copy the Software for back-up or archival purposes. Notwithstanding the foregoing, you acknowledge and agree that, depending on the version (trial or fully licensed) of Software you select to download, certain restrictions may apply to your use of the Software and certain features of the Software ("Special Features") may be unavailable to you or available subject to certain limitations, as follows:
2.1 TRIAL VERSIONS: If you select to download a free trial version of the Software, you will be able to access the Special Features of the Software only for a limited trial period (the "Trial Period"). Unless you pay the applicable one-time license fee for the Software and install a license key (as described in ("License Keys")), the Special Features of the Software will become inoperable and automatically expire at the end of your Trial Period. In the event that you pay the applicable license fee for the Software, your ability to access the Special Features of the Software on the number of computers for which you have paid the applicable license fee will continue perpetually, subject to the terms of this Agreement.
2.2 FULLY LICENSED VERSIONS: If you select to download a fully licensed version of the Software and pay the applicable license fee, your ability to access the Special Features of the Software on the number of computers for which you have paid the applicable license fee will continue perpetually, subject to the terms of this Agreement.
3. LICENSE RESTRICTIONS: You acknowledge that the foregoing license extends only to your use of the features and functionality of the Software as described in the online documentation accompanying the version of the Software downloaded by you (the "Documentation"), and you agree not to reconfigure or modify the Software in order to enable features or functionality different than those described in such Documentation or available in other CESoft products without notifying CESoft and paying the applicable Software upgrade fee. You 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; or
(v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Software.
Any use in violation of this Section shall immediately terminate your license to the Software.
4. NO WARRANTY:
4.1 GENERAL: The Software and Subscription Services are provided to you at minimal charge. CESoft does not guarantee that use of the Software or Subscription Services will be uninterrupted or error-free. CESoft does not guarantee that the information accessed by the Software or Subscription Services will be accurate or complete. You acknowledge that performance of the Software and Subscription Services may be affected by any number of factors, including without limitation, technical failure of the Software, the acts or omissions of third parties and other causes reasonably beyond the control of CESoft. Certain features of the Software may not be forward-compatible with future versions of the Software and use of such features with future versions of the Software may require purchase of the applicable future version of the Software.
4.2 AS IS SALE: YOU AGREE THAT CESOFT AND ITS LICENSORS HAVE MADE NO EXPRESS WARRANTIES, ORAL OR WRITTEN, TO YOU REGARDING THE SOFTWARE AND SUBSCRIPTION SERVICES AND THAT THE SOFTWARE AND SUBSCRIPTION SERVICES ARE BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SUBSCRIPTION SERVICES IS WITH YOU. SHOULD THE SOFTWARE AND/OR SUBSCRIPTION SERVICES PROVE DEFECTIVE, YOU (AND NOT CESOFT, THE RETAILER, OR ANY DISTRIBUTOR) ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIR.
4.3 DISCLAIMER: CESOFT DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT WITHOUT LIMITATION,
(i) THE IMPLIED WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
(ii) THAT THE SOFTWARE OR SUBSCRIPTION SERVICES WILL AVERT OR PREVENT ALL OCCURRENCES (OR THE CONSEQUENCES THEREFROM) THAT THE SOFTWARE OR SUBSCRIPTION SERVICES ARE DESIGNED TO DETECT AND/OR PREVENT; OR
(iii) THAT ANY INFORMATION ACCESSED BY THE SOFTWARE OR SUBSCRIPTION SERVICES WILL BE ACCURATE OR COMPLETE. THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
5. LIMITATION OF LIABILITY: IN NO EVENT SHALL CESOFT OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR SUBSCRIPTION SERVICES OR THE USE THEREOF (INCLUDING BUT NOT LIMITED TO DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, OR LOSS OF USE OF THE SOFTWARE OR SUBSCRIPTION SERVICES OR OTHER ECONOMIC LOSS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF CESOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL CESOFT'S LIABILITY FOR ANY CLAIM, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHERWISE, EXCEED THE FEE PAID BY YOU FOR THE SOFTWARE OR SUBSCRIPTION SERVICE THAT IS THE SUBJECT OF SUCH CLAIM. IF THE RELEVANT SOFTWARE WAS PROVIDED TO YOU AT NO CHARGE YOU AGREE THAT CESOFT SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH ANY OF THE SOFTWARE OR SUBSCRIPTION SERVICES. YOU FURTHER AGREE THAT CESOFT WILL NOT BE LIABLE FOR ANY DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH
(i) DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR SUBSCRIPTION SERVICES OR
(ii) FAILURE IN THE PERFORMANCE OF THE SOFTWARE OR SUBSCRIPTION SERVICES.
IF YOU ELECT NOT TO PURCHASE A LICENSE TO THE SOFTWARE, YOU FURTHER ACKNOWLEDGE THAT YOU ARE PROVIDED A REASONABLE TIME FRAME TO EVALUATE THE SOFTWARE AND AT THE END OF SUCH EVALUATION PERIOD YOU MAY ONLY ACCESS AND USE THE SOFTWARE IF YOU PURCHASE A LICENSE TO THE SOFTWARE. YOU AGREE THAT CESOFT WILL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER IN CONNECTION WITH THE TERMINATION OF SUCH EVALUATION PERIOD AND YOUR INABILITY TO ACCESS AND USE THE SOFTWARE. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND ALL EXAMPLES ARE ILLUSTRATIVE AND NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY LIMITATIONS IN THIS AGREEMENT AND SHALL NOT FAIL IF SUCH OTHER LIMITATION ON REMEDY FAILS. THE FEES AND OTHER PROVISIONS IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES. THIS SECTION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
6. TERMINATION: This Agreement shall terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from CESoft to effect such termination. You may also terminate this Agreement at any time by notifying CESoft in writing of termination. Upon any termination of this Agreement, you must uninstall and destroy all copies of the Software.
7.1 SEVERABILITY: 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.
7.2 WAIVER: No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.
7.3 SURVIVAL: All defined terms and Sections 4 ("License Restrictions"), 5 ("License Keys"), 6 ("Title"), 7 ("No Warranty"), 8 ("Limitation of Liability"), 9 ("Termination"), and 10 ("Miscellaneous") shall survive any termination of this Agreement.
7.4 ENTIRE AGREEMENT: You agree that this is the entire agreement between you and CESoft, and that it supersedes any prior agreement, whether written or oral, and all other communications between CESoft and you relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented only by a writing that is signed by the authorized representatives of both parties.
7.5 COPYRIGHT: 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 CESoft. The SOFTWARE is protected by copyright laws and international treaty provisions.
7.6 RESERVATION OF RIGHTS: All rights not expressly granted in this Agreement are reserved by CESoft.
Beijing CESoft Co., Ltd. All rights reserved. All trademarks and/or service marks of CESOFT used in connection with the Software Product.