End user agreement for TimeGuard Pro
End User License Agreement
PLEASE READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE OPENING THE PACKAGE CONTAINING THIS COMPUTER SOFTWARE TIMEGUARD (THE "PROGRAM"), AND/OR BEFORE DOWNLOADING OR INSTALLING THE PROGRAM, AND INDICATE YOUR ACCEPTANCE BY CHOOSING "I ACCEPT". THE PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). BY CHOOSING "I ACCEPT", YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM, BETWEEN YOU AND TERILYON SOFTWARE LTD. ("LICENSOR"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. You may print and keep a copy of this Agreement.
This Agreement has 3 sections:
Section I applies if you are downloading or using the Program free of charge for evaluation purposes only.
Section II applies if you have purchased or have been otherwise granted by Licensor a license to use the Program.
Section III applies to all grants of license.
SECTION I -- TERMS APPLICABLE TO GRANT OF EVALUATION LICENSE
License Grant. Licensor hereby grants to you, and you accept, a nonexclusive license to use the Program in machine-readable, object code form only, free of charge, for the purpose of evaluating whether to purchase an ongoing license to the Program and only as authorized in this Agreement. The evaluation period is limited to a maximum of thirty (30) days. If you are using the Program free of charge, you are not entitled to hard-copy documentation or support. You may use the Program, during the evaluation period, in the manner described in Section III below under "Extent of Grant."
DISCLAIMER OF WARRANTY
The Program is provided on an "AS IS" basis, without warranty of any kind. IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SATISFACTION AND MERCHANTABILITY AND NONINFRINGEMENT OF THIRD PARTIES' RIGHTS SHALL NOT APPLY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. The entire risk as to the quality and performance of the Program is borne by you. This disclaimer of warranty constitutes an essential part of the agreement.
If you initially download a copy of the Program for evaluation and you wish to purchase a license, contact Licensor on the Internet at www.terilyon.com <http://www.terilyon.com>
SECTION II -- APPLICABLE TERMS WHEN GRANTED A LICENSE
License Grant. Subject to the terms and conditions specified hereunder, and if you have been granted a license to use the Program, subject to payment of applicable license fees, Licensor hereby grants to you, and you accept, a nonexclusive license to use the Program in machine-readable, object code form only, and the accompanying documentation ("Documentation") in the manner described in Section III below under "Extent of Grant."
Limitation of Warranty. Licensor warrants, for your benefit alone, that for a period of ninety (90) days from the date of obtaining the Program (referred to as the "Warranty Period"), the Program, if operated as directed, shall operate substantially in accordance with the functional specifications in the Documentation. Licensor does not warrant, however, that your use of the Program will be uninterrupted or that the operation of the Program will be error-free or secure. Licensor's sole liability for any breach of this warranty shall be, in Licensor's sole discretion: (i) to replace or repair your defective Program; or (ii) to refund the price paid by you for the Program. Any replacement or repaired Program will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. Only if you inform Licensor in writing of your problem with the Program during the applicable Warranty Period and provide evidence of the date you purchased a license to the Program, will Licensor be obligated to honor this warranty. Licensor will use reasonable commercial efforts to repair, replace or refund pursuant to the foregoing warranty within 30 days of being so notified. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PROGRAM AND THE DOCUMENTATION ARE LICENSED "AS IS", AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS; NO LICENSOR DEALER, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Program by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Program is used on or in conjunction with hardware or Program other than the unmodified version of hardware and Program with which the Program was designed to be used as described in the Documentation.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
SECTION III -- TERMS APPLICABLE TO ALL GRANTS OF LICENSE
Extent of Grant
Program: The Program may not be used in a manner that is not in compliance with the limitations set in this Agreement including but not limited to any use exceeding the number of licenses granted. If you wish to install the Program on additional computers additional licenses must be purchased. Any such forbidden use shall entitle Licensor to immediately terminate all licenses granted to you and you shall, in addition to any other rights and remedies available to Licensor, indemnify Licensor for any loss expenses and/or damages incurred.
Network: A license for the Program may not be shared. Neither concurrent use on two or more computers, nor use in a local area network or other network is permitted without separate authorization and the payment of other license fees for each computer on which the Program is used or to which it is distributed.
Back-up: Upon loading the Program into your computer, you may retain the Program diskettes or CD for backup purposes. In addition, you may make a single copy of the Program on a second set of diskettes or CD (or on cassette tape) for the purpose of backup in the event the Program diskettes or CD are damaged or destroyed. Any such copies of the Program shall include Licensor's copyright and other proprietary notices including a copy of this Agreement. Except as authorized under this paragraph, no copies of the Program or any portions thereof may be made by you or any person under your authority or control.
Limitations: You may not unless expressly stated otherwise by Licensor in writing: (i) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Program; (ii) place the Program onto a server so that it is accessible via a public network.
Transfer: Other than explicitly permitted herein and/or by Licensor in writing, you may not sale, rent, lend or lease the Program. If the license granted is for a single computer, you may permanently transfer all of your rights under this Agreement only as part of a sale or transfer of your computer, provided you retain no copies, you transfer all of the Program and the Documentation, and, the recipient agrees to the terms of this Agreement. If the Program is an upgrade, any transfer must include all prior versions of the Program.
Data Monitoring: You acknowledge and agree that Licensor may retrieve and/or monitor data within any computer network in which the Program has been installed to the extent permitted by applicable law and for the purpose of: data protection, any applicable support services and/or verifying compliance with the terms set forth herein.
Intellectual Property. You acknowledge and agree that the Program and the Documentation, including any revisions, corrections, modifications, enhancements and/or upgrades thereto, are Licensor's property protected under copyright laws and treaties. You further acknowledge and agree that all right, title, and interest in and to the Program, including associated intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Program (including, without limitation, the code), are and shall remain with Licensor. This Agreement does not convey to you an interest in or to the Program, but only a limited right of use revocable in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of Licensor's intellectual property rights under any law.
You may not copy the Documentation.
Third Party Software. If the Program contains any software provided by third parties, the restrictions contained in this Agreement shall apply to all such third party software providers and third party software as if they were Licensor's and the Program, respectively.
Termination. Without prejudice to any other rights, Licensor may terminate this license upon the breach by you of any term hereof. Upon such termination by Licensor, you agree to destroy, or return to Licensor, the Program and the Documentation and all copies and portions thereof.
Limitation of Liability. Licensor's cumulative liability to you or any other party for any loss or damages resulting form any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to Licensor for the use of the Program.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, DAMAGES FOR PERSONAL INJURY, DAMAGES FOR PERSONAL ILLNESS, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE PROGRAM, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
Export Controls. None of the Program or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Program, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
This Agreement represents the complete agreement concerning this license and may amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed and governed in accordance with the laws of Israel (except for conflict of law provisions) and only the courts in Israel shall have jurisdiction in any conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF THE TERMS.
Please indicate your acceptance by choosing 'I accept'.