End user agreement for MeshInstall for Windows
This License Agreement ("EULA", herein also referred to as "Agreement") is a legal agreement between You (either an individual or a single entity) and Proactive International, LLC ("Proactive"), in regard to licensed content, herein referred to as Product ("Product") which may include media, printed materials, and "online" or electronic documentation. Meshbox Design is a division of Proactive International, LLC.
Any license issued after the date appearing above but covering this or successor products, such license shall replace this license in regards to your rights.
If you do not agree to the terms of this EULA, do not download, install, use or purchase it. You agree that purchasing or otherwise using the Product in any way constitutes your agreement with the terms of this Agreement and to be bound by its terms.
If you have not licensed the Product from Proactive International, LLC. Meshbox Design, or its authorized distributors and resellers (herein known as a Purchaser) or, otherwise received grant of license from Proactive International, LLC or its authorized distributors and resellers, you gain no rights of any kind to use the Product.
This agreement constitutes the entire agreement between you and Proactive and supersedes any prior agreement concerning the Product. This agreement may only be modified by being superseded by a future update of the License Agreement from Proactive International, LLC. No reseller, distributor or agent can modify this License Agreement. Some authorized resellers provide a special license. The authorized resellers permitted to do this are listed on the Meshbox Design website at http://www.meshbox.com.
"You" or "Licensee" refers to you, either an individual or entity that installs, downloads, purchases or uses the Product and has purchased the right to use the Product and agreed to all terms of this Agreement.
"PROACTIVE", "Proactive International, LLC" refers to Proactive International, LLC, an Oregon, USA company. "MESHBOX DESIGN" and "IconPeople" are divisions of Proactive International, LLC.
"Documentation" refers to any user manual, both printed and electronic (file based), and other printed materials accompanying the Product.
"Product" refers to the Proactive International, LLC product, or any portion of the Proactive International, LLC product you license under this Agreement.
In consideration of payment, Proactive International, LLC grants you a limited, non-exclusive, license to Use of Product as defined in this Agreement, until this Agreement is terminated.
GRANTED RIGHTS FOR USE OF PRODUCT
INSTALLATION. You may install and use the Product on a single, Dedicated Computer. You may only install the Product on another computer if the previous installation has been removed and erased. You may only use the Product in a secure environment that protects the Product from being accessed by any third party or by way of any network connection.
ARCHIVAL RIGHTS. You may only retain archival copies of the Product according to this section. You may retain an archival copy of the Product, so long as only a single copy of the Product is accessible to you, and the archive is the original, encrypted archive of the Product. The directory containing the Product may not be accessible to any other party other than the computer on which it is hosted.
YOU MAY NOT REDISTRIBUTE ANY PORTION OF THE PRODUCT, IN WHOLE OR IN PART EXCEPT AS OTHERWISE PERMITTED ELSEWHERE IN THIS AGREEMENT. YOU MAY NOT SUBSTANTIALLY DUPLICATE ANY PORTION THAT SUBSTANTIALLY DUPLICATES THE COMMERCIAL VALUE OF ANY INCLUDED COMPONENT. ANY SUBSTANTIAL DUPLICATION IS A BREACH OF CONTRACT.
YOU MAY NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE PRODUCT, EXCEPT AND ONLY TO THE EXTENT EXPRESSLY PERMITTED BY APPLICABLE LAW. ANY VIOLATION OF THIS PROVISION AUTOMATICALLY TERMINATES YOUR RIGHTS UNDER THIS AGREEMENT.
BREACH OF CONTRACT. Any breach of any portion of this agreement automatically and immediately terminates any rights of Use of Product granted to You on the date the violation occurs, and you agree to: 1) destroy or have destroyed all copies of the Product, including any archival copies the Product, 2) immediately cease selling, distributing, displaying, or publishing any work that incorporates the Distributable Components. At its sole discretion, PROACTIVE may waive a breach, but any waiver of any one breach does not constitute a waiver of other or subsequent breaches. PROACTIVE is entitled to any costs or legal fees associated with bringing you into compliance with this Agreement, as well as any other damages awarded.
RIGHT TO MODIFY AGREEMENT. Proactive International, LLC reserves the right to update, modify or replace this Agreement at any time and without any additional notice to you, when the following is true: 1) Such update, modification or replacement of this Agreement is included in any patch, upgrade, update version or derivative of the Product that Proactive makes available, and 2) you install, download, purchase or use the patch, upgrade update version or derivative of the Product.
NO ATTACHED PROVISIONS. Proactive is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Proactive specifically agrees to the provision in writing. You agree that any provision applied to any purchase order, receipt, acceptance, confirmation, correspondence or otherwise received by Proactive shall be void without the express written agreement of Proactive.
HEADINGS. Headings and section titles in this Agreement are for organizational purposes and do not, in themselves, constitute any interpretive portion of this Agreement.
LIMITED RIGHT TO TRANSFER. You may not resell, rent, lease, transfer or donate the Product to another party, either in regard to individual rights granted to you under this Agreement or in whole of the Agreement, except for a single transfer from the original licensee as specified elsewhere in this Agreement. You may not sublicense the Product.
SEVERABILITY. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
LIABILITY. In the event that there is a risk of liability based on the claim that the Product infringes any copyright, patent, or any other intellectual property right under the laws and jurisdiction of the United States of America, You must promptly contact Proactive. Proactive may elect to do one or more of the following: (1) Proactive may exchange the allegedly infringing Product with non-infringing components of equivalent functionality, at no charge to you; and (2) Proactive may acquire the right for you to continue to use the Product. If Proactive is unable to affect any of these remedies, Proactive may repurchase the Product from you for its original price. You agree to indemnify, hold harmless and defend Proactive from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use of non-Proactive products, or any alteration of the Product. In no event shall Proactive's total liability for any damages, in connection with the product, the product documentation, and/or this license exceed the license fees paid for Licensee's right to use this copy of the product whether such liability arises from any claim based upon contract, warranty, tort or otherwise. You agree to indemnify, hold harmless and defend Proactive from and against any claims or lawsuits, including attorneys’ fees that arise or result from your use of one or more components of Product that you license under this Agreement in combination with non-Proactive products, or as a result of any alteration of the Software by Licensee. THE PRODUCT IS PROVIDED "AS IS", AND PROACTIVE IS NOT RESPONSIBLE FOR LICENSEE'S ABILITY OR INABILITY TO USE OR INCORPORATE THE SOFTWARE FOR ANY PURPOSE BEYOND THAT SPECIFIED IN THIS AGREEMENT. IN NO EVENT WILL PROACTIVE BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, OR OTHERWISE IN CONNECTION WITH THE SOFTWARE, THE DOCUMENTATION AND/OR THIS AGREEMENT EVEN IF PROACTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES Some U.S. states do not allow limitation or exclusion of incidental or consequential damages, so that above limitation or exclusion may not apply to this Agreement. In no event shall Proactive's total liability for any damages, in connection with the Software and/or this Agreement exceed the license fees paid for Licensee's right to use this Software, whether such liability arises from any claim based upon contract, warranty, tort or otherwise.
LIMITED WARRANTY. Proactive warrants that if you purchased the Product on media provided by Proactive, Proactive warrants the media to be free of defects for a period of 30 days after the date of purchase. If disks provided by Proactive fail to work and, the reason for failure to work is not from abuse or not from non-standard hardware or software used by you, Proactive shall replace the media, provided you return the defective media to Proactive at your cost. Any written or oral information or advices given by Proactive dealers, distributors, agents, or employees will in no way increase the scope of this warranty except through a revision of this Agreement. You assume full responsibility for the selection of the product to achieve your intended purposes, for the proper installation and use of the product and for verifying the results obtained from use of the product, Proactive does not warrant that the functions contained in the product will meet your requirements, that the product is fit for any particular purpose or that the operation of the product will be interruption or error free. PROACTIVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR INFRINGEMENT WITH RESPECT TO THE SOFTWARE. ALL WARRANTIES SHALL TERMINATE THIRTY (30) DAYS FROM DATE OF DELIVERY OF THE SOFTWARE TO LICENSEE.
EXCLUSIVE REMEDY. Your exclusive remedy is to return the Product to the place you acquired it, with a copy of your receipt. You agree to any return or remedy policy required by the place you acquired the software. Your exclusive remedy and Proactive and its suppliers' entire liability arising from or in connection with the software, documentation, product and/or this license (including without limitation for breach of warranty or non-infringement) shall at the greatest be refund of license fees.
ALLOCATION OF RISK. Provisions of this Agreement such as the warranty limitations, exclusive remedies and limitations of liability are unrelated, independent allocations of risks between Licensee and Proactive. Unenforceability of any such provisions shall not affect the enforceability of other such provisions. Proactive's pricing reflects the allocations of risk contained in this Agreement.
GOVERNING LAW, COPYRIGHT RESTRICTIONS. The Product is provided with RESTRICTED RIGHTS under the laws of copyright of the United States. All rights not expressly granted in this Agreement are reserved by Proactive International, LLC. Use, duplication, or disclosure by the government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and paragraph (c(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19. The manufacturer Proactive International, LLC, 6107 SW Murray Blvd #151, Beaverton, Oregon 97008. You acknowledge that the Software may require a license from the United States Department of Commerce or other government agency before it may be taken or sent outside the United States. You agree to obtain any required license before taking or sending the Software outside the United States. You will not permit the export or re-export of the Software without obtaining required licenses or letters of further assurance. You agree to pay all taxes that may now or hereafter be imposed, levied, or assessed with respect to the possession or use of the Software or this Agreement. If any provision of this Agreement is unenforceable, all others will remain in effect. If any provision of this Agreement is held unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law. This Agreement shall be governed by the internal laws of the State of Oregon and the United States, including U.S. copyright laws, and venue in the event of any suit, proceeding or claim shall be in the Courts located in Washington County, Oregon. If you have any questions regarding this Agreement, you may contact Proactive by writing Proactive at the following address:
Proactive International, LLC
Meshbox Design Division
6107 SW Murray Blvd #151
Beaverton, Oregon 97008
YOU ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE, FINAL AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PROACTIVE AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT OR ANY OTHER COMMUNICATIONS BETWEEN PROACTIVE AND YOU RELATING TO THE USE OF THE PRODUCT.