End user agreement for Service Hawk
End User License Agreement
CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. BY OPENING THE PACKAGE OR CLICKING ON THE “I ACCEPT THE AGREEMENT” 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 AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT THE AGREEMENT” BUTTON, AND, IF APPLICABLE, IMMEDIATELY RETURN THIS PRODUCT AND ALL ASSOCIATED PACKAGING AND DOCUMENTATION TO WINGENUITY, INC. FOR A FULL REFUND.
This End User License Agreement (“Agreement”) is a legally binding contract between the person or entity (“End User”) using the Service Hawk software (“Software”) and Wingenuity, Inc. (“Licensor”). This Agreement governs your use of the Software and related explanatory written materials (“Documentation”). “Software” includes any upgrades, modified versions, updates, additions and copies of the Software. “You” and “your” means the person or entity that is being licensed to use the Software or Documentation. “We” and “us” means Wingenuity, Inc.
Be sure that you carefully read and fully understand this Agreement. Wingenuity, Inc. is only willing to provide you with a license to the Software and Documentation on the condition that you accept all of the terms and conditions contained in this Agreement.
Your use of the Software or Documentation will constitute your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. The Software is “in use” on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer--for example, a hard disk, CD-ROM, DVD-ROM or other media or storage device.
The Software and Documentation are provided to you for use only under the following terms. We reserve all rights not expressly granted to you in this Agreement. You own the media on which the Software is recorded, but we retain ownership of all copies of the Software itself. You assume sole responsibility for the installation, use and results obtained from use of the Software.
We hereby grant you a limited, nonexclusive, nontransferable license to do only the following:
Use the free trial version of the Software for a period of thirty (30) days. After the trial period has concluded, you must pay the license fee in order to continue using the Software. If you choose not to license the Software by paying the license fee, the Software must be completely and entirely deleted from all computers in which the Software has been copied to or installed.
Install and use the Software on one computer per license at any time for use only in your own home or place of business. At no time shall the Software be installed on two or more computers at the same time unless a separate license is purchased for each computer on which the Software is to be installed.
You may either make one copy of the Software solely for backup or archival purposes, or transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes. The original and copy of the Software must be kept in your possession or control, and your installation and use of the Software must not exceed that which is allowed by this Agreement. If you receive the first copy of the Software electronically and a second copy on physical media (e.g., CD-ROM, DVD-ROM, etc.), the second copy may be used for archival purposes only and may not be transferred to or used by any other person or entity.
Things You May Not Do
The Software and Documentation are protected by United States copyright laws and international treaties. You must treat the Software and Documentation like any other copyrighted material--for example a book.
You may not:
copy the Documentation,
copy the Software except to make archival or backup copies as provided above,
modify, adapt or translate the Software or merge it into another program,
create derivative works based upon the Software or any part thereof,
reverse engineer, disassemble or decompile the Software, make any attempt to discover the source code of the Software, or otherwise reduce the Software to a human readable form,
make the Software accessible via a public network such as the Internet or other file-sharing services, or
sublicense, assign, rent, resell, lease or lend any portion of the Software or Documentation.
We remain the owner of all right, title and interest in the Software and Documentation. Through your use of the Software, you acquire no ownership interest in the Software or any component of the Software. No right, title or interest in or to any trademark, service mark, logo or trade name of ours is granted to you under this Agreement. We are the owner of the copyright for the Software and we reserve all rights related to such ownership, including the right to duplicate and sell the Software.
We warrant that for a period of thirty (30) days after delivery of this copy of the Software to you:
the Software will perform in substantial accordance with the Documentation, and
the physical media on which this copy of the Software is provided to you will be free from defects in materials and workmanship under normal use. If the media fails to conform to this warranty you may, as your sole and exclusive remedy, obtain a replacement free of charge if you notify us in writing within thirty (30) days after you acquire the Software.
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, affiliate, dealer or distributor of ours is authorized to extend or modify this limited warranty, nor to make any additional warranties.
The above warranty does not cover any Software that has been altered or changed in any way by anyone other than us. We are not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by us. We do not warrant or promise that the Software is free from bugs or errors, nor do we make any other promises about the performance, suitability, accuracy, or reliability of the Software, or its ability to meet your requirements.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
Our entire liability and your exclusive remedy shall be:
the replacement of any CD-ROM(s) or other media not meeting our Limited Warranty which is returned to us or to an authorized Dealer or Distributor with a copy of your receipt, or
if we or an authorized Dealer or Distributor are unable to deliver a replacement CD-ROM(s) or other media that is free of defects in materials or workmanship, you may terminate this Agreement by returning the Software and Documentation and your money will be refunded.
IN NO EVENT WILL LICENSOR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU THE END USER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST DATA, LOST PROFITS OR BUSINESS, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF LICENSOR, OR THEIR AFFILIATES OR SUBSIDIARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree that we, and our respective subsidiaries and affiliates will not at any time have any additional liability for any claim, cause of action or injury that you or any other person may have as a result of: (1) your incorrect usage of the Software or any documents generated by the Software; (2) connection or toll charges for using the Software or obtaining updates for the Software; or (3) any fees, costs or expenses arising out of troubleshooting or technical support for the Software.
You agree that the essential purposes of this Agreement can be fulfilled even with these limitations on liabilities. You acknowledge that we would not be able to offer the Software on an economical basis without these limitations.
Protection and Security
You agree to use your best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person or entity shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. You acknowledge that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying is harmful to us.
Term and Termination
This license agreement takes effect upon your use of the software and remains effective until terminated. This Agreement will automatically terminate without notice from us if you fail to comply with any of its provisions. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. You agree on termination of this license to either return to us or destroy all copies of the Software and Documentation in your possession.
The Software contains trade secrets and proprietary knowledge that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render the remainder of this Agreement invalid.
This Agreement constitutes the entire and exclusive agreement between you and us concerning the Software and Documentation, and all prior communications, proposals, agreements, representations, statements and undertakings, either oral or written, are hereby expressly canceled and superseded. No representations or statements of any kind made by any of our representatives, affiliates or subsidiaries, which are not included in this agreement, shall be binding on us.
Governing Law; Forum
This Agreement shall be governed by the laws of the State of Michigan, without regard to conflicts of law provisions. The exclusive jurisdiction of any dispute arising out of, or relating to, this Agreement or any dispute arising out of, or relating to, the Software or Documentation or services provided in connection therewith shall be in the courts located in the county of Cass, State of Michigan. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
No waiver of any provision or condition herein shall be valid unless in writing and signed by you and one of our authorized representatives. Our failure to insist upon or enforce strict performance of any provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
BY USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED HEREIN.