End user agreement for Solo Performer Show Controller SE
Alien Apparatus Company, Inc. Software License Agreement
CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. BY OPENING THE PACKAGE OR CLICKING ON THE 'AGREE' BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE 'DISAGREE' BUTTON, DO NOT INSTALL OR USE THE SOFTWARE, AND, IF APPLICABLE, RETURN THIS PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND.
1. Grant. This SOFTWARE LICENSE AGREEMENT made by and between Alien Apparatus Company, Inc. (hereinafter 'AUTHOR') and the purchaser of the license (hereinafter 'LICENSEE'):
AUTHOR has proprietary software including documentation identified as SOLO PERFORMER SHOW CONTROLLER (hereinafter 'LICENSED SOFTWARE');
AUTHOR grants to LICENSEE a royalty-free, non-transferable and non-exclusive license to copy and use the LICENSED SOFTWARE.
IF YOU DO NOT HAVE A VALIDLY LICENSED COPY OF THIS SOFTWARE, YOU ARE NOT AUTHORIZED TO INSTALL, COPY, OR OTHERWISE USE USE THE COMPONENTS AND YOU HAVE NO RIGHTS UNDER THIS LICENSE AGREEMENT.
2. Permitted License Uses and Restrictions. This Agreement allows LICENSEE to install and use one copy of the LICENSED SOFTWARE on a single computer at a time. This Agreement does not allow the LICENSED SOFTWARE to exist on more than one computer at a time, and LICENSEE may not make the LICENSED SOFTWARE available over a network where it could be used by multiple computers at the same time. LICENSEE may make one copy of the LICENSED SOFTWARE in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original.
3. Confidentiality. The LICENSED SOFTWARE constitutes confidential information and contains trade secrets of the AUTHOR. LICENSEE is not permitted to disclose the LICENSED SOFTWARE to any third party except in accordance with this License Agreement. Except as and only to the extent expressly permitted in this Agreement or by applicable law, LICENSEE may not copy, decompile, reverse engineer, disassemble, modify, create derivative works of, or otherwise attempt to discover the source code of the LICENSED SOFTWARE or any part thereof. The LICENSED SOFTWARE is protected by United States and International copyright law. ANY USE OF THE LICENSED SOFTWARE, EXCEPT AS EXPRESSLY PERMITTED IN THIS LICENSE AGREEMENT, MAY SUBJECT LICENSEE TO CIVIL DAMAGES AND LEGAL FEES, AND MAY BE A SERIOUS CRIME.
4. Transfer. LICENSEE may not rent, lease, lend or sublicense the LICENSED SOFTWARE. LICENSEE may, however, make a one-time permanent transfer of all of your license rights to the LICENSED SOFTWARE to another party, provided that: (a) the transfer must include all of the LICENSED SOFTWARE, including all its component parts, original media, printed materials and this Agreement; (b) LICENSEE does not retain any copies of the LICENSED SOFTWARE, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the LICENSED SOFTWARE reads and agrees to accept the terms and conditions of this License Agreement.
5. Security. LICENSEE agrees not to disclose, provide, transfer, sublicense, or otherwise make available the LICENSED SOFTWARE or any portion whatsoever, including but not limited to flow charts, logic diagrams, object codes, source codes, and technical documentation, to any person other than LICENSEE or AUTHOR personnel without prior written approval of AUTHOR. Furthermore, LICENSEE agrees that it will not store on any media or otherwise use said LICENSED SOFTWARE or portions thereof such that any third party through any data processing network or other means may gain access to said LICENSED SOFTWARE.
6. Title. No title to or ownership of the LICENSED SOFTWARE or any parts thereof is transferred to LICENSEE. LICENSEE shall do nothing inconsistent with AUTHOR's title in the LICENSED SOFTWARE.
7. Limited Warranty on Media. AUTHOR warrants the media on which the LICENSED SOFTWARE is recorded and delivered by AUTHOR to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of original retail purchase. LICENSEE's exclusive remedy under this Section shall be, at AUTHOR's option, a refund of the purchase price of the product containing the LICENSED SOFTWARE or replacement of the LICENSED SOFTWARE which is returned to AUTHOR or an authorized representative of the AUTHOR with a copy of the receipt. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO LICENSEE AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
8. Disclaimer of Warranties. LICENSEE EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED SOFTWARE IS AT LICENSEE'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED SOFTWARE IS PROVIDED 'AS IS', WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE AUTHOR AND THE AUTHOR'S LICENSORS (COLLECTIVELY REFERRED TO AS 'AUTHOR' FOR THE PURPOSES OF SECTIONS 8 AND 9) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AUTHOR DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE'S ENJOYMENT OF THE LICENSED SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET LICENSEE REQUIREMENTS, THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE AUTHOR OR AN AUTHOR'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED SOFTWARE PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO LICENSEE.
9. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE AUTHOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE'S USE OR INABILITY TO USE THE LICENSED SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE AUTHOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO LICENSEE. In no event shall the AUTHOR's total liability to LICENSEE for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
10. Export Law Assurances. LICENSEE may not use or otherwise export or reexport the LICENSED SOFTWARE except as authorized by United States law and the laws of the jurisdiction in which the LICENSED SOFTWARE was obtained. In particular, but without limitation, the LICENSED SOFTWARE may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the LICENSED SOFTWARE, LICENSEE represents and warrants that LICENSEE is not located in, under control of, or a national or resident of any such country or on any such list.
11. Government End Users. The LICENSED SOFTWARE and related documentation are 'Commercial Items', as that term is defined at 48 C.F.R. 2.101, consisting of 'Commercial Computer Software' and 'Commercial Computer Software Documentation', as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R.227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
12. Termination. In the event that LICENSEE neglects or fails to perform or observe any of its obligations under this Agreement, or if any assignment shall be made of its business for the benefit of creditors, of if a receiver, trustee in bankruptcy or similar official shall be appointed to take charge of all or part of its property, or if it is adjudged a bankrupt, AUTHOR may immediately terminate this agreement and all licenses granted hereunder.
If after repeated efforts AUTHOR is unable to make the software operate as warranted, the LICENSEE may terminate the license(s) of LICENSED SOFTWARE and receive a refund of the License Fee(s) paid.
13. Assignment. This Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred by the LICENSEE without prior written consent from AUTHOR.
14. General. This Agreement supersedes all prior agreements concerning the subject matter herein and may not be changed or terminated except by a written communication signed by the party against whom the same is sought to be enforced.
15. Controlling Law and Severability. This Agreement will be governed by and construed in accordance with the laws of the State of Pennsylvania, as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.
16. Complete Agreement; Governing Language. This Agreement constitutes the entire agreement between the parties with respect to the use of the LICENSED SOFTWARE licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by the AUTHOR. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.