End user agreement for eScan Antivirus & AntiSpyware Toolkit MWAV
THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE PROGRAM (MWAV - eScan Antivirus Toolkit Utility) BETWEEN YOU AND MicroWorld Technologies Inc. ("LICENSOR"), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES, OTHER THAN ANY WRITTEN AGREEMENT EXECUTED BY BOTH OF THE PARTIES, WHICH SHALL SUPERCEDE THIS LICENSE AGREEMENT.
1. Terms of usage. The following terms set forth your rights with respect to use of the Program:
a. This Program is licensed by SEAT* (*definition stated in 1c).
b. With respect to the Program, in addition to the foregoing, upon loading the Program into a User's computer, you may retain the Program on a set of CD-ROMs, diskettes or hard disk for the purpose of backup in the event the Program is damaged or destroyed. Any such copies of the Program, or portions thereof, shall include Licensor's copyright and other proprietary notices. 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.
c. A "seat" means a single machine. The number of seats for which you are licensed shall be as designated on the applicable License Certificate for the Program or will be equal to the number of license keys of Program purchased. If the number of seats is not so designated, the number of seats shall be deemed to be one (1).
d. The Program may be used only at the location(s) specified on the applicable invoice (each, a "Location") or the license may be used on the "first" seat on which the Program is installed. If you intend to use the Program on multiple machines, you need to buy a license for every machine on which you intend to use the Program.
e. A licensed seat may not be transferred from one system to another for the purpose of circumventing licensed seat limits.
2. License Grant. Licensor hereby grants to you, and you accept, a nonexclusive license to use the Program only as authorized in this License Agreement. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. You agree that you may not reverse assemble, decompile, disassemble, modify, translate, make any attempt to discover the source code of, or create derivative works of, the Program.
3. Licensor's Rights. You acknowledge and agree that the Program and all portions thereof are proprietary products of Licensor protected under U.S. and foreign copyright laws. You further acknowledge and agree that all rights, title, and interest in and to the Program, including associated intellectual property rights, are and shall remain with Licensor. This License 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 License Agreement.
4. License Fees. The license fees paid by you are paid in consideration of the licenses granted under this License Agreement. Such fees are not refundable in the event that the license granted herein is terminated as provided for herein.
5. Term. This License Agreement is effective upon usage of the application, along with the license key and shall continue until terminated. You may terminate this License Agreement at any time by returning the Program and all copies thereof and extracts there from to Licensor. Licensor may terminate this License Agreement, and this License Agreement shall be deemed automatically terminated, upon the breach by you of any term hereof. Upon such termination by Licensor, you agree to return to Licensor the Program and all copies and portions thereof and extracts there from.
6. Limited Warranty. Licensor warrants, for your benefit alone, for a period of seven (07) days from the date of your purchase of the Program pursuant to this License Agreement (referred to as the "Warranty Period") that the Program is delivered are free from defects. If during the Warranty Period, a defect in the Program appears, you may return the Program to Licensor for replacement. LICENSOR DOES NOT WARRANT THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR THAT THE PROGRAM WILL BE ERROR FREE OR THAT DEFECTS IN THE PROGRAM WILL BE CORRECTED. FURTHERMORE, LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ANY AUTHORIZED REPRESENTATIVE OR DEALER OF LICENSOR SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY PROVIDED FOR HEREIN. 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 SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. Once you have accepted the terms of this license, this
agreement would not be asked for again and any subsequent execution
of the software will work assuming that you have accepted the terms
stipulated in this agreement.
7. Limitation of Liability. Licensor's cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement and/or the Program, whether arising in contract, tort or otherwise, shall not exceed the license fee paid to Licensor for the use of the Program. In no event shall Licensor be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, lost business or lost data, even if Licensor has 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 OR EXCLUSION MAY NOT APPLY TO YOU.
8. Trademarks. MWAV, MailScan, eScan, XSpam, eTraq and eConceal are trademarks of Licensor. "Windows", "Windows NT", and/or other Microsoft products are trademarks of Microsoft Corporation. No right, license, or interest to such trademarks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks.
9. Governing Law. The License Agreement shall be construed and governed in accordance with the laws of the country where the Program has been developed.
10. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
11. Controlling Terms. In the event of a conflict between your printed License Agreement and the terms of any License Agreement contained in the Program, the terms of your printed License Agreement shall control.
MicroWorld Technologies Inc.