End user agreement for Path Analyzer Pro
END-USER LICENSE AGREEMENT
This End-User License Agreement ("EULA") is a binding legal agreement between you (either an individual or a legal entity) and VOSTROM Holdings, Inc. ("VOSTROM").
By signing this EULA OR by downloading, installing, accessing or using any VOSTROM software product you will be bound by the terms of this EULA. If you do not agree to the terms of this EULA, VOSTROM is not willing to license any right to use or sublicense any software product to you. In such event, you may not download, install, access, use or copy any VOSTROM software product, and you should promptly contact your software provider for instructions on how to obtain a refund of fees paid by you, if any.
As used in this EULA, the term "SOFTWARE PRODUCT" refers to any and all of the following VOSTROM software products, including all associated media, printed materials and any "online" or electronic documentation: Path Analyzer Pro.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is licensed, not sold. Except for the limited license granted in this EULA, VOSTROM retains all rights, title and interest in the SOFTWARE PRODUCT, all copies thereof, and all proprietary rights in the SOFTWARE PRODUCT, including copyrights, patents, trademarks and trade secret rights.
GRANT OF LICENSE
During the term of this EULA, VOSTROM grants you a personal, nontransferable, nonexclusive and non-assignable license to use the SOFTWARE PRODUCT in accordance with its documentation as follows:
• You may install, use, access, display, run, or otherwise interact with ("RUN") one copy of the SOFTWARE PRODUCT on a single computer or workstation.
• You may RUN the SOFTWARE PRODUCT on a network, provided that you have a licensed copy of the SOFTWARE PRODUCT for each computer or workstation that can access the SOFTWARE PRODUCT over that network.
LIMITATIONS ON LICENSE
The license granted to you in this EULA is restricted as follows:
Special Versions. Notwithstanding the “GRANT OF LICENSE” section of this document, if the Sales Agreement identifies the SOFTWARE PRODUCT as “NFR” or “Not for Resale,” then your use of the SOFTWARE PRODUCT is limited to demonstration, test and evaluation purposes, and if the Sales Agreement identifies the SOFTWARE PRODUCT as “AE” or “Academic Edition,” then you may not RUN the SOFTWARE PRODUCT at all unless VOSTROM has acknowledged in writing that you are a qualified educational user.
Evaluation Versions. Notwithstanding the “GRANT OF LICENSE” section of this document, if you RUN an evaluation version of the SOFTWARE PRODUCT, then your use of the software is limited to demonstration, test and evaluation purposes. An evaluation version of the SOFTWARE PRODUCT may only be RUN by the person or Organization whose name and address were registered at the time the software was installed, or by the addressee in the event that VOSTROM delivered the SOFTWARE PRODUCT directly to a person or Organization. Furthermore, an evaluation version of the SOFTWARE PRODUCT may only be RUN on computers, workstations or networks belonging to that registered person or Organization.
Limitations on Copying and Distribution. You may not copy or distribute the SOFTWARE PRODUCT except as expressly permitted by this EULA. This software product is not distributable or otherwise available free of royalty.
Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble,modify or create works derivative of the SOFTWARE PRODUCT except as expressly permitted by this EULA. You may not alter or modify any disabling mechanism which may be resident in the SOFTWARE PRODUCT.
Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease, or otherwise transfer the SOFTWARE PRODUCT or directly or indirectly permit any third party to use or copy the SOFTWARE PRODUCT except as expressly permitted by this EULA.
Benchmark Testing. You may not disclose the results of any benchmark tests of the SOFTWARE PRODUCT to any third party without prior written approval from VOSTROM.
Consent to Use of Data. VOSTROM may use any information provided to VOSTROM in connection with any SOFTWARE PRODUCT support and maintenance services provided by VOSTROM, including for product development and support.
DISABLING MECHANISM. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE PRODUCT MAY HAVE A MECHANISM WHEREBY VOSTROM CAN DISABLE THE SOFTWARE PRODUCT. YOU AGREE THAT VOSTROM MAY USE ANY SUCH MECHANISM IN THE EVENT OF YOUR BREACH OF THIS EULA.
ACTIVATION & COMPLIANCE MECHANISM. You acknowledge and agree that the SOFTWARE PRODUCT may incorporate a mechanism that sends SOFTWARE PRODUCT activation and EULA compliance information to VOSTROM. You acknowledge and agree that the SOFTWARE PRODUCT may have a mechanism that interacts with VOSTROM's license activation servers.
MAINTENANCE. Unless agreed to in writing by VOSTROM, the SOFTWARE PRODUCT is under Maintenance for a period of ninety (90) days from the date of sale of the SOFTWARE PRODUCT. The SOFTWARE PRODUCT will also be under Maintenance for any subsequent period of time for which such Maintenance has been purchased from VOSTROM. Maintenance entitles you to receive any new SOFTWARE PRODUCT updates released within the Maintenance period. You are also entitled to submit support issues to VOSTROM under the terms of the then prevailing support policy. You must comply with VOSTROM's then prevailing product registration policies in order to qualify for support and updates.
Breach of EULA. Without prejudice to any other rights, VOSTROM may immediately and without notice terminate this EULA and all rights granted hereunder if you fail to comply with any of the terms and conditions of this EULA.
Infringement Claims. In the event of a claim of intellectual property infringement by any third party relating to the SOFTWARE PRODUCT (“INFRINGEMENT CLAIMS”), VOSTROM reserves the right to immediately terminate this EULA and the rights granted hereunder.
Licensee's Termination. Obligations. In the event of any expiration or termination of this EULA for any reason, you must remove and destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
You may not export or re-export the SOFTWARE PRODUCT without the prior written approval of VOSTROM. If the SOFTWARE PRODUCT was purchased in the United States, you agree to comply with all applicable United States laws and regulations pertaining to export controls. If the SOFTWARE PRODUCT was purchased outside the United States, you may not re-export the SOFTWARE PRODUCT except as permitted by the laws of the United States and the laws of the jurisdiction in which you purchased the SOFTWARE PRODUCT.
U.S. GOVERNMENT RESTRICTED RIGHTS
The SOFTWARE PRODUCT and documentation 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 Software clause at DFARS 252.227-7013 or subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable. Manufacturer is VOSTROM Holdings, Inc., 576 N. Birdneck Rd. #710, Virginia Beach, VA 23451.
VOSTROM warrants that the SOFTWARE PRODUCT, in its unmodified form as initially delivered or made available to you or your agent, and when used in accordance with this EULA and its documentation, as such documentation is updated from time to time by VOSTROM (“DOCUMENTATION”), will perform substantially in accordance with the DOCUMENTATION for a period of ninety (90) days from the date of your receipt or first use of the SOFTWARE PRODUCT. VOSTROM and its licensors sole and exclusive liability, and your sole and exclusive remedy for the breach of the limited warranty set forth in this paragraph shall be, at VOSTROM's option: (a) return of the initial license fee paid by you, if any, for the SOFTWARE PRODUCT; (b) repair or replacement of the SOFTWARE PRODUCT. Any replacement product shall be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. To receive any remedy under this paragraph, if requested by VOSTROM, you must return the defective SOFTWARE PRODUCT to VOSTROM at your own expense. In the event that VOSTROM determines that any reported problem with the SOFTWARE PRODUCT is due to your fault, you agree to pay VOSTROM for its correction efforts in accordance with its then-standard rates.
NO OTHER WARRANTIES
EXCEPT AS SET FORTH IN THE “LIMITED WARRANTY” SECTION OF THIS DOCUMENT, THE SOFTWARE PRODUCT IS PROVIDED ON AN “AS IS” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOSTROM AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VOSTROM DOES NOT WARRANT THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE PRODUCT WILL BE CORRECTED. FURTHER, VOSTROM DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VOSTROM OR ANY OF VOSTROM'S RESELLERS SHALL CREATE A VOSTROM WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VOSTROM OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF VOSTROM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, VOSTROM'S ENTIRE LIABILITY UNDER THIS EULA SHALL BE LIMITED TO THE INITIAL FEE PAID BY YOU FOR THE SOFTWARE PRODUCT.
You agree to indemnify, defend and hold VOSTROM and its officers, directors, shareholders, agents and affiliates harmless from and against any and all third party claims of any kind (along with attorney's fees and litigation costs) arising out of, resulting from, or in connection with your breach of this EULA or your use or misuse of the SOFTWARE PRODUCT, including but not limited to, claims for personal injury or property damage.
This EULA is governed by and construed in accordance with the laws of the State of Virginia, U.S.A as applied to agreements entered into and wholly performed within Virginia between Virginia residents. The 1980 U.N. Convention on Contracts for the International Sale of Goods shall not govern this EULA. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in the County of Virginia Beach City, State of Virginia and the parties submit to the in persona jurisdiction of such courts for purposes of any action or proceeding.
VOSTROM shall not be responsible for any delays, errors, failures to perform, interruptions or disruptions in the SOFTWARE PRODUCT caused by any acts of God, strikes, lockouts, riots, acts of war, changes in law or regulations, fire, flood, earthquake, storm, power failure or failures of the Internet.
VOSTROM may include your organization's name and/or logo on VOSTROM's list of customers including, but not limited to, lists or announcements of customers on VOSTROM’s website.
This EULA constitutes the entire understanding and agreement between VOSTROM and you with respect to the transactions contemplated in this EULA and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this EULA, all of which are merged in this EULA. This EULA shall not be modified, amended, or in any way altered except by an instrument in writing signed by both of the parties. In the event that any provision of this EULA is found invalid or unenforceable pursuant to judicial decree, the remainder of this EULA shall remain valid and enforceable according to its terms. Any failure by VOSTROM to strictly enforce any provision of this EULA will not operate as a waiver of that provision or any subsequent breach of that provision. IT IS EXPRESSLY UNDERSTOOD AND AGREED TO THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
By clicking on the appropriate box or signing below, you indicate that you have the authority to bind yourself and any entity indicated below to the terms of this EULA.