End user agreement for Nelson Email Organizer - NEO Free
Nelson Email Organizer (tm) - NEO
END USER LICENSE AGREEMENT
Applies to NEO Free, NEO Pro and NEO Maritime
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CAELO SOFTWARE INC, INCLUDING ITS AUTHORIZED AGENTS AND DISTRIBUTORS ("Caelo"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION, IN WHATEVER MEDIA FORMAT, OF THE NELSON EMAIL ORGANIZER(tm) SOFTWARE, INCLUDING ASSOCIATED WRITTEN DOCUMENTATION (THE "SOFTWARE").
IF "I ACCEPT THE LICENSE AGREEMENT" IS SELECTED DURING INSTALLATION AND YOU CLICK THE NEXT BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, CLICK "I DO NOT ACCEPT THE LICENSE AGREEMENT" AND CLICK THE NEXT BUTTON TO TERMINATE THE INSTALLATION OF THE SOFTWARE.
THIS AGREEMENT APPLIES TO ALL VARIANTS OF NELSON EMAIL ORGANIZER INCLUDING NELSON EMAIL ORGANIZER FREE, NELSON EMAIL ORGANIZER PRO AND NELSON EMAIL ORGANIZER MARITIME.
1. GRANT OF LICENSE:
a. This is a license, not a sale of the Software;
b. Licenses are required for all NEO products, including NEO Free.
c. License terms apply equally to all products including NEO Free, although for NEO Free, payment is not required.
d. Upon payment by you (except where payment is waived in the case of NEO Free) and receipt by Caelo of the license fee prescribed by Caelo from time to time (the "License Fee"), Caelo grants to you a non-exclusive license to use one copy of the Software in accordance with the terms and conditions set forth in this Agreement ("Single User Licensees');
e. Single-User Licensees shall only use the Software on a single computer subject, however, to the limited exception that you may use the Software on a second (portable or home) computer provided it is used only by you and provided only one copy of the Software is used at one time;
f. If you require the Software for use on more than one computer, contact Caelo at the mailing address below, as you may qualify for a site license ("Site License Licensees"). Site License Licensees may use the Software on multiple computers provided the number of computers the Software is installed on does not exceed the number of seats authorized by Caelo in the said site license.
2. EVALUATION COPY (excludes NEO Free):
a. You may install one copy of the Software for no more than thirty (30) days from the initial installation in your computer ("Evaluation Period"), solely for evaluation purposes ("Evaluation Copy");
b. If you install an Evaluation Copy of the Software, you agree to and shall be bound by all the terms and conditions of this Agreement during the Evaluation Period and during any extensions authorized by Caelo, except for payment of the License Fee;
c. IMPORTANT: The Evaluation Copy of the Software will become non-functional, including not organizing new mail, after the Evaluation Period. You shall install the Evaluation Copy at your own risk and accept the Software on an "AS IS" basis. THE LIMITED WARRANTIES AND LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT APPLY DURING THE EVALUATION PERIOD, INCLUDING CLAIMS FOR LOSS OF DATA OR OTHER INFORMATION, WHICH MAY OCCUR AS A RESULT OF THE EVALUATION PERIOD TERMINATING.
3. COPYRIGHT, TRADEMARKS AND TRADE SECRETS:
a. Caelo owns intellectual property rights in the Software and Nelson Email Organizer(tm) "Trademark");
b. Further, the Software’s structure, sequence, organization and code are the valuable trade secrets of Caelo;
c. The Software and Trademark are protected against unauthorized use by United States and Canadian copyright laws and international treaty provisions;
d. This Agreement does not grant you any intellectual property rights in the Software or Trademark. Unpublished rights are reserved.
4. LICENSE KEY and CONFIDENTIALITY:
a. At the end of the Evaluation Period and any extensions authorized by Caelo, and upon payment of the License Fee, you will be provided, through Caelo or Caelo’s authorized agent, with a confidential numbered code to access the Software (the "License Key");
b. You shall, at all times and without exception, maintain the confidentiality of the License Key. Specifically, you shall not disclose the information associated with the License Key to any other person, corporation or any other entity.
5. PROHIBITED USES:
a. You may not reverse-engineer, decompile, disassemble, modify, translate, or create derivative works;
b. You may not display the Software code in human-readable form;
c. Without limiting the foregoing, you may not do anything with the Software or License Key that is not expressly permitted by this Agreement.
a. Transfer of License Key and Installed Software:
Subject to the terms of this Agreement, you may not copy, transmit, assign, rent, lease, sublicense, distribute, lend or otherwise transfer the License Key or installed Software, and you may not sell or license to others the right to use the License Key or installed Software, in whole or in part.
b. Transfer of Software Distribution Program:
Subject to the terms of this Agreement, you may copy, transmit, and distribute the Software distribution program (setup program) to others for the sole purpose of evaluation provided no modifications or additions are made to the Software distribution program, or any associated files, and provided it is not bundled in a distribution with any other software.
a. Upon payment of the License Fee, you are entitled to use this version of the Software and receive minor releases related to this version of the Software, at no extra charge. Minor Releases are defined as releases where the number to the left of the decimal point remains the same as the Software for which a License has been granted, and the number to the right of the decimal point for the said Software is different. It is within Caelo’s sole discretion to market, distribute or license releases as either Minor Releases or major releases.
8. CUSTOMER SUPPORT:
a. Subject to Caelo’s availability and resources, customer support for the Software may be provided by Caelo through its email address at email@example.com.
9. ARCHIVAL BACKUP OF SOFTWARE:
a. Caelo authorizes you to make one copy of the Software for backup or archival purposes.
a. This Agreement is effective from the time you click "I Accept the license agreement" until this Agreement is terminated;
b. If at any time after accepting, you do not wish to be bound by this Agreement, you shall terminate this Agreement by notifying Caelo in writing, at one of the addresses below, of such termination;
c. Further, this Agreement will terminate immediately and without further notice if you fail to comply with any provision of this Agreement;
d. Upon termination of this Agreement, for any reason, you agree to destroy all copies of the Software by uninstalling, deleting or taking any steps necessary to render the Software unusable.
11. SURVIVAL UPON TERMINATION:
a. All obligations of confidentiality, rights associated with intellectual property and restrictions on use and all other provisions that may reasonably be interpreted to survive termination of this Agreement, will survive termination of this Agreement for any reason.
12. LIMITED WARRANTY- PHYSICAL MEDIA:
a. If you received the Software on physical media such as CD-ROM, DVD or diskette ("Physical Media"), Caelo warrants the Physical Media to be free of defects in materials and workmanship for a period of sixty (60) days from the purchase date;
b. If Caelo receives notification within the warranty period of defects in materials or workmanship and Caelo determines that such notification is valid, Caelo’s entire liability, and your exclusive remedy shall be, at Caelo’s option a) replace defective Media; b) advise how to achieve substantially the same functionality via a procedure that may be different than documented; c) refund the License Fee you paid for the Software;
c. This Limited Warranty is void if failure of the Physical Media has resulted from accident, abuse, or misapplication.
13. WARRANTY DISCLAIMERS:
a. The Software is licensed to you on an "AS IS" basis;
b. TO THE EXTENT PERMITTED BY LAW, CAELO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
c. The entire risk as to the quality and performance of the Software is with you. Should the Software or the Documentation prove defective, you (and not Caelo) assume the entire cost of all necessary servicing or repair.
d. Caelo DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE IN THE COMBINATION THAT YOU MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN STATEMENT BY CAELO OR ITS AUTHORIZED AGENTS OR DISTRIBUTORS SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THIS WARRANTY;
e. CAELO FURTHER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE DETECTION OR ELIMINATION OF COMPUTER VIRUSES IN ANY FORM;
f. Caelo DOES NOT WARRANT THE SOFTWARE AGAINST INFRINGEMENT OR THE LIKE WITH RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT THAT THE SOFTWARE DOES NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNATED TO PERMIT UNAUTHORIZED ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE OR DATA, OR TO PERFORM ANY OTHER SUCH ACTIONS;
g. Some states or jurisdictions do not allow the exclusion of implied warranties, conditions or limitations, so the above may not apply to you and your rights may vary from jurisdiction to jurisdiction. Any warranties that by law survive the foregoing disclaimers shall terminate sixty (60) days from the date you installed the Software.
14. LIMITATION OF LIABILITY:
a. YOUR SOLE REMEDIES AND Caelo’s ENTIRE LIABILITY FOR THE SOFTWARE ARE SET FORTH IN THIS AGREEMENT. IN NO EVENT WILL Caelo BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, RESULTING FROM THE USE OF THE SOFTWARE, THE INABILITY TO USE THE SOFTWARE, OR ANY DEFECT IN THE SOFTWARE, EVEN IF Caelo HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR FOR ANY CLAIM BY ANY THIRD PARTY;
b. You agree that Caelo shall not be liable for defense costs or indemnity with respect to any claim against you by any third party arising from your possession or use of the Software;
c. In no event shall Caelo’s maximum aggregate liability to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the License Fee you paid for the Software;
d. The limitations imposed by this section shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term;
e. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
15. SOFTWARE NOT INTENDED FOR HIGH-RISK ACTIVITIES:
a. The Software is not designed, manufactured or intended for use as online equipment control equipment in hazardous environments requiring fail-safe performance, such as, but not limited to, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. CAELO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR ANY HIGH RISK USES LISTED ABOVE.
16. GOVERNING LAW AND INTERPRETATION:
a. The rights and obligation of the parties under this agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods;
b. This License shall be construed, interpreted, and governed by the laws of the Province of British Columbia, Canada, excluding the application of its conflicts of law rules;
c. If any provision of this Agreement is held to be illegal, void or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions of this Agreement shall remain in force and effect and the invalid provision deemed modified to the least degree necessary to remedy such invalidity.
17. NOTICE TO U.S. GOVERNMENT END USERS:
a. The Software may be "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. 12.2112 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 in this Agreement to United States Government licensees (A) only as Commercial Items and (B) with only those rights as are granted to all other licensees pursuant to the terms and conditions herein.
18. ENTIRE AGREEMENT:
a. This Agreement is the entire agreement between you and Caelo and supersedes all prior agreements, oral or written with respect to this license.
Questions concerning this Agreement may be directed to Caelo Software Inc., 1000 - 622 Front Street, Nelson BC Canada V1L 4B7. Email address for termination of this Agreement: firstname.lastname@example.org
Copyright 2005 by Caelo Software Inc. All rights reserved.
Nelson Email Organizer is a trademark of Caelo Software Inc.