End user agreement for Sdictionary for Windows
SDICTIONARY END USER LICENSE AGREEMENT
IMPORTANT NOTICE: Read Before Installing or Using This Software.
Except for the third party software products that have their own end user license agreement terms enclosed, each software product and related documentation on the enclosed media ("Product") is offered to you by SDICTIONARY.
AXMA Soft Ltd only for use in accordance with the terms and conditions of the SDICTIONARY End User License Agreement below.
Each Product must be unlocked using a software key ("License Key").
BY INSTALLING OR USING ANY PRODUCT YOU WILL INDICATE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU ARE UNABLE OR UNWILLING TO ENTER AND COMPLY WITH THIS AGREEMENT, DO NOT ATTEMPT TO INSTALL OR USE ANY PRODUCTS. INSTEAD, PROMPTLY RETURN THE COMPLETE PACKAGE FOR A FULL REFUND. CONTACT AXMA Soft Ltd IF YOU WISH TO EVALUATE ANY PRODUCT, OR DISCUSS THE AGREEMENT BELOW, BEFORE YOU ATTEMPT TO INSTALL OR USE ANY PRODUCT.
LICENSE: Subject to the terms and conditions of this Agreement, and any limitations imposed as part of a special beta test, promotional or educational program, AXMA Soft Ltd hereby grants to you a non-exclusive, personal, non-transferable license to use each Product for which you have received an authorized License Key from AXMA Soft Ltd, or from an authorized AXMA Soft Ltd distributor, on one computer, or, if the Product is a multi-computer version, on one node.
This includes reproducing such Products, but only as reasonably required to install and use them as intended in associated user documentation on your licensed computer and to follow your normal back-up practices. All copies must bear all copyright and other proprietary rights notices which appear on the Product as originally provided by AXMA Soft Ltd.
Subject to the license expressly granted above, you obtain no right, title, interest or other license in or to any Product, including but not limited to any copyright, patent, trade secret, trademark, or other proprietary rights therein.
All whole and partial copies of the Products remain the property of AXMA Soft Ltd and will be considered part of the Products for the purpose of this Agreement.
Unless expressly permitted by this Agreement, or otherwise by applicable law or by AXMA Soft Ltd in writing, you shall not:
(I) use, reproduce, modify, adapt, translate, update or transmit any Product, in whole or in part;
(II) rent, lease, license, transfer, or otherwise provide access to any Product;
(III) disclose or provide access to your License Key(s) to any other person or attempt or assist others to defeat Product locks or to use unauthorized License Keys;
(IV) alter, remove, or cover trademarks or proprietary notices in or on any Product;
(V) export any Product from the country in which it was provided to you by AXMA Soft Ltd or its authorized distributor; (VI) use a multi-computer version of any Product in a network larger than that for which you have paid corresponding multi-computer license fees;
(VII) decompile, disassemble, decrypt, extract or otherwise attempt or assist others to reverse engineer any Product, except as necessary, when permitted by an applicable law, to correct defects or achieve interoperability with complimentary programs, for your purposes only, but only if AXMA Soft Ltd has refused to provide the necessary information or assistance.
Unless AXMA Soft Ltd has provided you with express written consent, the Product may not be used in any application in which the failure of the Product could lead directly to death, personal injury, or severe physical or property damage (collectively, "High-Risk Activities"), including but not limited to the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapon systems and direct life support machines.
AXMA Soft Ltd EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF FITNESS FOR HIGH-RISK ACTIVITIES.
IMPROVEMENTS: You shall own authorized modifications you make to the Product, except for Improvements. "Improvements" means work arounds, error corrections or enhancements that you disclose or suggest to AXMA Soft Ltd.
All right, title and interest in and to Improvements shall be owned by AXMA Soft Ltd, unless AXMA Soft Ltd has otherwise expressly agreed in writing. You acknowledge that you are under no obligation to make such disclosures or suggestions to AXMA Soft Ltd.
WARRANTY: AXMA Soft Ltd cannot warrant that any Product will function in accordance with related documentation in every combination of hardware platform, software environment, and Product configuration. You acknowledge that software bugs are likely to be identified when one or more Products are used in your particular application.
You therefore accept the responsibility of satisfying yourself that each Product is suitable for your intended use.
This includes conducting exhaustive testing of your value-added software application prior to its initial release, and prior to the release of any related hardware or software modifications or enhancements.
AXMA Soft Ltd warrants to you for a period of 6 months from acceptance of this Agreement (as provided above) that each Product as delivered by AXMA Soft Ltd is capable of performing the functions described in related AXMA Soft Ltd user documentation when used on appropriate hardware. AXMA Soft Ltd also warrants the enclosed media will be free from defects in material and workmanship under normal use for a period of 90 days from acceptance of this Agreement.
AXMA Soft Ltd is not responsible for media defects that result from accident or abuse. Your sole remedy for any breach of warranty will be to either:
(I) terminate this Agreement and receive a refund of any associated license fees paid to AXMA Soft Ltd;
(II) to receive replacement media.
AXMA Soft Ltd has no obligation under this Agreement to provide maintenance, support, or training.
LIMITATIONS: EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE PRODUCTS AND THE ENCLOSED MEDIA ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS.
NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION OF ANY PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED. OTHER WRITTEN OR ORAL STATEMENTS BY AXMA SOFT LTD, ITSREPRESENTATIVES, OR OTHERS DO NOT CONSTITUTE WARRANTIES OF AXMA SOFT LTD.
IN NO EVENT WILL AXMA SOFT LTD (OR ITS OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, DISTRIBUTORS, OR LICENSORS - COLLECTIVELY "ITS REPRESENTATIVES") BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, ANY USE OR INABILITY TO USE THE PRODUCT, OR ANY CLAIM MADE BY A THIRD PARTY, EVEN IF AXMA SOFT LTD OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF AXMA SOFT LTD AND ITS REPRESENTATIVES FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE PRODUCT LICENSE FEES YOU PAID TO AXMA SOFT LTD. AXMA SOFT LTD'S AND ITS REPRESENTATIVES' LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL OF AXMA SOFT LTD'S AND ITS REPRESENTATIVES' PAYMENTS IN SATISFACTION OF THEIR LIABILITIES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT.
These limitations shall apply whether or not the alleged breach is a fundamental breach of contract. Some jurisdictions curtail limitations of liability for incidental or consequential damages, and/or limitations of implied warranties.
Therefore, to the extent prohibited by applicable law, the above limitations may not apply to you.
TERM: This Agreement commences upon your acceptance (as described above) and will end when terminated. You may terminate this Agreement at any time. It will be deemed to terminate immediately if you fail to comply with any material term herein.
Upon termination your license rights end and you shall immediately destroy all whole or partial copies of all Products and associated License Keys in your possession or control.
GENERAL: The parties expressly disclaim the provisions the United Nations Convention on Contracts for the International Sale of Goods. This Agreement constitutes the entire agreement between you and AXMA Soft Ltd pertaining to the Products and the enclosed media when being used by an end user, and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
No amendment or waiver of any term of this Agreement will be binding unless executed in writing by the parties.
Subject to the export restrictions provided above, you are entitled to assign this Agreement to a third party who has provided AXMA Soft Ltd with prior written acknowledgement of their acceptance of the terms and conditions herein.
In such a case you will transfer all copies of the Products and associated License Keys (retaining nothing) to the assignee.
The provisions of this Agreement will enure to the benefit of and will be binding upon the parties and their respective successors and permitted assigns.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
AXMA Soft Ltd and its authorized representatives shall have the right to trace Product and License Key serial numbers at any time and in any reasonable manner.