End user agreement for Sergio Virtual Boyfriend
END-USER LICENSE AGREEMENT - Sergio 3.3
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal contract between you (either (a) an individual user or (b) a business organization ("you") and Licensor (as designated below) for the KARI software, including any associated media, printed materials and electronic documentation (the "Software").
By clicking on the "I ACCEPT" button, by opening the package that contains the Software, or by copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA and you represent that you are authorized to enter into this EULA on behalf of your corporate entity (if applicable). If you do not wish to be bound by the terms of this EULA, click the "I DO NOT ACCEPT" button, and do not install, access or use the Software.
Also by clicking "I ACCEPT" you are confirming that you are 21 years of age or older and are cosidered an adult by your state or country's laws.
If you have received the Software for purposes of evaluation, regardless of how labeled, the use of the Software is limited to a specified period of time, and all use will be governed by the terms set forth below.
1. Grant of License. Licensor grants you a limited, personal, internal use, non-exclusive, non-transferable license to use the Software solely to evaluate its suitability for your internal equirements during the Evaluation Period. Without limiting the foregoing, you may not use the Software during the Evaluation Period to create publicly distributed computer software or for any other commercial purpose. This license may be terminated by Licensor at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of your evaluation of the Software or (b) the expiration of the Evaluation Period.
2. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ONLY FOR PERSONAL USE ON AN "AS IS" BASIS. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
3. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING LOST PROFITS OR DATA, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
1. Grant of License. Upon your payment of the fees shown on the invoice and acceptance of this EULA, Licensor grants you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth herein. Payment is non-refundable.
You may install and use one copy of the Software on a single computer. You may make one back up and/or archival copy of the Software.
2. Restrictions on Use of Software. You may not (a) make the Software available for use by others in any service bureau or similar arrangement; (b) distribute, sublicense, transfer, or lend the Software to any third party; or (c) disassemble or reverse engineer. You may copy the Software for backup/archival purposes, provided that you include all copyright and similar rights notices. Licensor (or its licensor) retains all right, title, and interest in the Software (and in all copies). Unauthorized copying and modification of the Software is not permitted.
3. Shared Use on a Single Computer. Subject to the exceptions set forth herein, a copy of the Software installed on a single common machine may be shared for internal use, provided that a license has been purchased for each individual user.
4. Redistributable Files. The Software component parts may not be separated for use on more than one computer, except as set forth in this EULA.
5. Limited Warranty and Disclaimer of Warranty. Licensor warrants that it has the right and authority to grant the rights described in this Agreement. Licensor further warrants that the Software, as provided, will substantially perform the functions described in the documentation when operated in the intended environment for a period of ninety (90) days from the date of delivery (the "Warranty Period").
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant that the Software will (a) achieve specific results, (b) operate without interruption, or (c) be error free.
6. Ownership. This Agreement does not convey to you any rights of ownership in the Software. All right, title, and interest in the Software and in any ideas, know-how, and programs which are developed by Licensor in the course of providing any technical services, including any enhancements or modifications made to the Software, shall at all times remain the property of Licensor or its licensor. You acknowledge and agree that the Software is licensed, not sold. You shall not permit the Software to be accessed or used by anyone other than your employees whose duties require such access or use.
You may not remove, modify or alter any Licensor copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Licensor Setup Wizard dialogue or 'about' boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software.
You will not remove or modify Licensor's proprietary rights notices from any copies of the Software, including archival and back-up copies, if applicable.
7. Transfer of Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in Evaluation Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in any other Software, unless (a) you permanently and wholly transfer all your rights under this EULA; (b) you retain no copies (whole or partial); (c) you permanently and wholly transfer all of the Software (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (d) the transferee agrees to abide by all the terms of this EULA. Any purported transfer not in accordance with this EULA.
8. Limitation of Remedy and Liability. In the event of any breach of the warranty outlined herein, the entire liability of Licensor and its suppliers, and your exclusive remedy shall be, at Licensor's option, either, (a) repair or replacement of the defective Software or (b) re-performance of the Support Services.
NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID.
9. For Users Outside of the United States, Canada or Mexico: No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999.
10. Upgrades and Subscription. If the Software is labeled or otherwise identified by Licensor as an "upgrade" or "subscription," you must be properly licensed to use a product identified by Licensor as being eligible for the upgrade in order to use the Software. Any Software labeled or otherwise identified by Licensor as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.
12. U.S. Government Restricted Rights. The Software and Documentation are provided as "Commercial Computer Software" or "restricted computer software". Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in 48.C.F.R. Section 12.212 or 48 C.F.R 227.2702, as applicable or successor provisions.
13. U. S. Export Restrictions. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to Licensor's business or related technical data or any direct product thereof to any Restricted Person.
14. Termination. Your license may be terminated by Licensor if (a) you fail to make payment and/or (b) you fail to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such failure. In the event of termination, you must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, you relinquish all rights granted under this Agreement.
15. Relationship of Parties. You and Licensor are independent parties. Nothing in this EULA shall be construed as making you an employee, agent or legal representative of Licensor.
16. No Third-Party Beneficiaries. There are no third-party beneficiaries of this EULA.
17. Controlling Law. This Agreement will be governed by the laws of California, USA, excluding conflicts of law, except that, for Users Outside of the United States, Canada or Mexico, this Agreement will be governed by the laws of England and Wales and you submit to the jurisdiction of the courts of England and Wales. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods.
18. Company Name. Licensor may include your company name in a list of Licensor customers.
19. Entire Agreement. This EULA constitutes the complete and entire understanding and agreement of all terms, conditions and representations between you and Licensor with respect to the Software and may be modified only in writing by both parties. No term or condition contained in your purchase order will apply unless expressly accepted by Licensor in writing. Failure to prosecute a party's rights will not constitute a waiver of any other breach.
If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. This Agreement has been written in the English language and you waive any rights you may have under the law of your country or province to have this Agreement written in any other language.