End user agreement for Verbot 4
CONVERSIVE VERBOT® PREVIEW EDITION SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE CONVERSIVE VERBOT PREVIEW EDITION SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR, THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
Conversive and its providers own all intellectual property in the Software. Conversive permits you to Use the Software only in accordance with the terms of this Agreement. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement or "Read Me" file located near such materials.
1. Definitions. "Software" means (a) all of the contents of the files, disk(s), CD-ROM(s), downloads or other media with which this Agreement is provided, including but not limited to (i) Conversive or third party computer information or software; (ii) related explanatory written materials or files ("Documentation"); and (iii) fonts, voices, animated characters or other rich media; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Conversive (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Conversive, in which case the Permitted Number is the number indicated in such valid license. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Conversive" means Conversive, Inc., a Delaware corporation, 3806 Cross Creek Road, Unit F, Malibu, California 90265.
2. Software License. As long as you comply with the terms of this Software License Agreement (this "Agreement"), Conversive grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation.
2.1 General Use. You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers.
2.2 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer unless and until your original copy is uninstalled and/or destroyed. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.
2.3 Portable or Home Computer Use. In addition to the single copy permitted under Sections 2.1 and 2.2, the primary user of the computer on which the Software is installed may make a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary computer.
2.4 No Modification. You may not alter or modify the Software or create a new installer for the Software. The Software is licensed and distributed by Conversive for composing, playing, distributing and sharing Verbot Knowledge Base (VKB) files and Compiled Knowledge Base (CKB) files (together, KB files). You are not authorized to integrate or use the Software with any other software, plug-in or enhancement which uses or relies upon the Software when converting or transforming KB files into other file formats. You are not authorized to integrate or use the Software with any plug-in software or other software or enhancement to programmatically interface with the Software for the purpose of (i) creating a file that contains data (e.g., an XML or comments file), (ii) saving modifications to a KB file or (iii) rendering a KB file in such other software's application window, playing it in another partys player or in any way compiling or decompiling a KB file using such other software or enhancement, except pursuant to a written licensing agreement agreed to by Conversive.
2.5 Third Party Access. The Software allows you to access third party KB files (TPFs) and you may link to third party websites ("Third Party Sites") either directly or through TPFs (TPFs and Third Party Sites collectively Third Party Materials). Your access to and use of any Third Party Materials, including any goods, services or information made available from or through such Third Party Materials, is governed by the terms and conditions found in each TPF or at each Third Party Site, if any. Third Party Materials are not owned or operated by Conversive. YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK. CONVERSIVE MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY MATERIALS.
3. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by Conversive Inc. and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Conversive Inc. and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Conversive and its suppliers.
4.1 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications. You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Conversive to provide the information necessary to achieve such operability and Conversive has not made such information available. Conversive has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by Conversive and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Conversive Customer Support Department.
4.3 Disabled Features. The Software may contain features and functionality that appear disabled or "grayed out" (the "Disabled Features"). The Disabled Features will only activate when opening certain KB files that have been created using corresponding enabling technology available from Conversive. You agree not to access, or attempt to access, Disabled Features or otherwise circumvent the permissions that control activation of such Disabled Features.
4.4 Transfer. You may not, rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer educational, pre-release, or not for resale copies of the Software.
5. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Conversive may have to support the previous versions of the Software may be ended upon availability of the Update.
6. NO WARRANTY. The Software is being delivered to you "AS IS" and Conversive makes no warranty as to its use or performance. CONVERSIVE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, CONVERSIVE AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 6 and Section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL CONVERSIVE OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A CONVERSIVE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. CONVERSIVE'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits Conversive's liability to you in the event of death or personal injury resulting from Conversive's negligence or for the tort of deceit (fraud). Conversive is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Conversive's Customer Support Department.
8. Export Rules. 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 (collectively the "Export Laws"). In addition, if the Software is identified as an export-controlled item or items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
9. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California. The courts of Los Angeles County, California shall have exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed or digitally accorded to by an authorized officer of Conversive. Updates may be licensed to you by Conversive with additional or different terms. This is the entire agreement between Conversive and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. Each and all of the provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Recognizing the unusual nature of computer-related businesses and trade secrets, you acknowledge Conversives right to immediate injunctive relief in case of any breach of this Agreement by you, in addition to any other remedy in damages. The prevailing party in any action to enforce this Agreement shall be entitled to its costs and attorneys fees.
11. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Conversive Inc., 3806 Cross Creek Road, Unit F, Malibu, CA 90265 USA. For U.S. Government End Users, Conversive agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of
Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
12. Compliance with Licenses. If you are a business or organization, you agree that upon request from Conversive or Conversive's authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Conversive.
13. Specific Exceptions.
13.1 Limited Warranty for Users Residing in Germany or Austria. If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 6 does not apply, instead, Conversive warrants that the Software provides the functionalities set forth in the Documentation (the "agreed upon functionalities") for the limited warranty period following receipt of the Software when used on the recommended hardware configuration. As used in this Section, "limited warranty period" means one (1) year if you are a business user and two (2) years if you are not a business user. Non-substantial variation from the agreed upon functionalities shall not be considered and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, UPDATES, PRE-RELEASE, TRYOUT, PRODUCT SAMPLER, NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. To make a warranty claim, during the limited warranty period you must return, at our expense, the Software and proof of purchase to the location where you obtained it. If the functionalities of the Software vary substantially from the agreed upon functionalities, Conversive is entitled -- by way of re-performance and at its own discretion -- to repair or replace the Software. If this fails, you are entitled to a reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission). For further warranty information, please contact Conversive's Customer Support Department
13.2 Limitation of Liability for Users Residing in Germany and Austria.
13.2.1 If you obtained the Software in Germany or Austria, and you usually reside in such country, then Section 7 does not apply, Instead, subject to the provisions in Section 13.2.2, Conversive's statutory liability for damages shall be limited as follows: (i) Conversive shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and (ii) Conversive shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation.
13.2.2 The aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries.
13.2.3 You are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this Agreement.
13.3 Pre-release Product Additional Terms. If the product you have received with this license is pre-commercial release or beta Software ("Pre-release Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from Conversive, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided to you "AS-IS", and Conversive disclaims any warranty or liability obligations to you of any kind. WHERE LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, CONVERSIVE'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. You acknowledge that Conversive has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, Conversive has no express or implied obligation to you to announce or introduce the Pre-release Software and that Conversive may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by Conversive, you will provide feedback to Conversive regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate agreement, such as the Conversive Inc. Beta Testers Agreement, your use of the Software is also governed by such agreement. You agree that you may not and certify that you will not sublicense, lease, loan, rent, assign or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by Conversive of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from Conversive and to abide by the terms of the license agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, if you are located outside the United States of America, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for Conversive's first commercial shipment of the publicly released (commercial) Software.
If you have any questions regarding this Agreement or if you wish to request any information from Conversive please use the address and contact information included with this product to contact the Conversive office serving your jurisdiction.
Conversive, Verbot and Verbot Player are either registered trademarks or trademarks of Conversive, Inc. in the United States and/or other countries.