End user agreement for Helium Music Manager
Helium Music Manager
Software License Agreement of Helium Music Manager
Copyright ©, 1997-2012 Intermedia Software GBG HB - http://www.helium-music-manager.com/
Carefully read the following terms and conditions before using this software. Unless you have a different license agreement signed by Intermedia Software. use of this software indicates your acceptance of this license agreement and warranty.
As part of the installation process, you will be asked to accept the terms of this Agreement. This Agreement is a legal contract that specifies the terms of the license and warranty limitation between you and Intermedia Software for the Helium software and related documentation. You should carefully read the following terms and conditions before installing or using the software. Unless you have entered into a separate written license agreement signed by Intermedia Software providing otherwise, installation or use of the software indicates your agreement to be bound by these terms and conditions. If you do not agree to these terms, promptly delete and destroy all copies of the software and related documentation in your possession.
Intermedia Software's willingness to license you the software is expressly conditioned on your acceptance of all of the terms of this Software License Agreement.
Versions of the Software
The Helium software is available in a commercial and an evaluation version. Both the commercial and the evaluation versions are subject to the terms and conditions of this Agreement. The commercial version of the software requires payment by you of a license fee. The evaluation version of the software is the only version that is provided without charge. The evaluation version is not free software and is subject to the restrictions set forth below.
UPON ORDERING, DOWNLOADING, INSTALLING OR USING ANY VERSION OF THE SOFTWARE, YOU ARE REAFFIRMING THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
License to Use
One copy of the Helium software may either be used (1) by a single person who uses the software personally on one or more computers, or (2) by multiple people non-simultaneously on a single workstation, but not both. You may access the commercial version of Helium through a network, provided that you are the only person who may use the software or you have obtained individual licenses for the software covering all workstations that will access the software through the network. For instance, if eight different workstations will access Helium on the network, each workstation must have its own Helium license, regardless of whether the workstations access the software at different times or concurrently.
The software and documentation are protected by the copyright laws of the United States and international treaty provisions. There are severe penalties, both civil and criminal, for copyright infringement. You may not copy all or any part of the software or related documentation, except that you may make a reasonable number of copies of the software solely for backup or archival purposes.
Multiple Media and Upgrades
You may receive the software and related documentation in more than one medium. Regardless of the number of media you receive, you may use only the medium that is appropriate for the server on which the software is to be installed. You may not install, use or transfer the other media, except as part of a permanent transfer of your licensed copy of the software and related documentation as set forth below.
If the software and related documentation are provided as an upgrade, patch or update to an earlier licensed release of the software, then you must have a valid license to operate such earlier release of the same version and edition as the upgrade to install or use the upgrade. All software being upgraded is deemed to be part of the software and is subject to this Agreement. You may transfer an upgrade only in conjunction and together with the licensed software being upgraded.
Electronic Redistribution of the Evaluation Version
If you wish to receive a license to electronically redistribute the evaluation version of the software, contact Intermedia Software (http://www.helium-music-manager.com/) for more information.
No Additional Rights or Licenses
You acknowledge and agree that except for the rights granted in this Agreement, all other rights, and all title and interest in and to the software (as an independent work and as an underlying work serving as a basis for any application you may develop) and related documentation remain the sole and exclusive property of Intermedia Software or its licensors, including all patent, copyright, trade secret, trademark and other proprietary rights therein, and that you will not derive or assert any title or interest in or to the software or related documentation. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights to the software or related documentation. You may not alter, merge, modify, adapt or translate the software or related documentation, or decompile, disassemble or reverse engineer the software or documentation.
You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbol or labels in the software. This Agreement does not authorize you to use Intermedia Software's name or any of its trademarks (which include, but are not limited to the word "Intermedia Software" and "the Helium logo").
Subject to the transferee's agreement in writing to be bound by the terms of this Agreement, you may permanently transfer all of your rights under this Agreement by transferring all media, all upgrades and all related documentation together with this Agreement. You may retain no copies of the software or related documentation. If the software and related documentation is an upgrade to an earlier licensed release of the software, any transfer must include all prior releases of the software and documentation.
Term and Termination
If you have acquired an evaluation version, the license granted herein shall automatically terminate thirty (30) days after you first install such version. Subsequent downloads, installations or use of the evaluation version by or for you will not extend, renew, or otherwise restart the term of the license. The license granted for the commercial version will continue until it is terminated. Intermedia Software may terminate any license granted herein if you fail to comply with the terms of this Agreement. Upon the termination of a license for any reason, you must promptly return to Intermedia Software or destroy all copies of the software and related documentation covered by the license.
Warranty and Remedies
INTERMEDIA SOFTWARE PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE EVALUATION VERSION. THE SOFTWARE AND DOCUMENTATION ACCOMPANYING THE EVALUATION VERSION ARE PROVIDED "AS IS."
For the commercial version, Intermedia Software warrants that the physical media and the documentation will be free from defects in materials and workmanship under normal use for 90 days from the date of delivery to you. Intermedia Software also warrants that the commercial version will be free from significant defects that prevent the software from performing substantially in the manner described in the user manual for a period of 90 days from the date of delivery to you. At Intermedia Software's option and provided that any non-compliance with the above warranty is reported in writing to Intermedia Software no more than ninety (90) days following delivery to you, Intermedia Software will (i) replace defective media or documentation, as the case may be, (ii) use reasonable efforts to correct significant defects in the software without charge, or (iii) refund the license fee paid to Intermedia Software for the applicable copy of the software in exchange for termination of all licenses granted to you for such copy.
Any replacement software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. THESE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, PROMISES OR GUARANTEES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. By way of example, without limitation, Intermedia Software provides no warranties of any kind to any end-users accessing or otherwise using applications developed or otherwise obtained by you. The warranties do not cover damage or defects caused by or related to misuse, modification, accident, negligence or misapplication. Any such misuse, modification or misapplication of the software will void this warranty. Because programs such as this are inherently complex, Intermedia Software does not warrant that the software is error-free or will operate without interruption. Furthermore, Intermedia Software does not warrant that the software will work with any given database, network or network application.
You acknowledge that due to the complexity of the software, it is possible that use of the software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption; the warranties provided in this Agreement do not cover any damages or losses resulting from data loss or corruption. The software is not Softwareed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. Intermedia Software specifically disclaims any express or implied warranty of fitness for such purposes.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE WARRANTY LANGUAGE ABOVE MAY NOT APPLY TO YOU. IN SUCH CASE, INTERMEDIA Software'S LIABILITIES SHALL BE LIMITED BY THE PROVISION BELOW ENTITLED "LIMITATION ON LIABILITY."
Limitation on Liability
IN NO CASE SHALL INTERMEDIA SOFTWARE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, WHETHER SUCH DAMAGES ARE BASED UPON A BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. THIS IS TRUE EVEN IF INTERMEDIA SOFTWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL INTERMEDIA SOFTWARE'S LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY YOU TO INTERMEDIA SOFTWARE.
This limitation on liability, and the disclaimers of warranties contained in the previous section, inure to the benefit of Intermedia Software's licensors.
U.S. Government Licensing Rights; Notification of Export Restriction
If the software is licensed under a U.S. Government contract, you acknowledge that the software and related documentation are "commercial items," as defined in 48 C.F.R 2.01, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1. You also acknowledge that the software is "commercial computer software" as defined in 48 C.F.R. 252.227-7014(a)(1). U.S. Government agencies and entities and others acquiring under a U.S. Government contract shall have only those rights, and shall be subject to all restrictions, set forth in this Agreement.
You agree to abide by the terms of the following notice, if such notice appears in or on the packaging for the software, and you agree not to remove such notice from the software.
IMPORTANT NOTICE: THIS SOFTWARE OR ANY UNDERLYING INFORMATION OR ANY UNDERLYING TECHNOLOGY MAY NOT BE DOWNLOADED, DISTRIBUTED OR OTHERWISE EXPORTED OR RE-EXPORTED OUTSIDE THE UNITED STATES (OR CANADA) OR TO ANY FOREIGN ENTITY OR FOREIGN PERSON AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION ANYONE WHO IS NOT A CITIZEN, NATIONAL, OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES (OR CANADA), OR TO ANYONE ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY SoftwareATED NATIONALS OR ON THE U.S. COMMERCE DEPARTMENT'S TABLE OF DENIAL ORDERS OR ENTITY LIST, OR INTO (OR TO A NATIONAL OR RESIDENT OF) CUBA, IRAQ, LIBYA, NORTH KOREA, IRAN OR ANY OTHER COUNTRY TO WHICH THE U.S. EMBARGOES GOODS. BY DOWNLOADING OR USING THIS SOFTWARE, YOU AND YOUR COMPANY ARE AGREEING TO ABIDE BY THE FOREGOING AND ARE WARRANTING THAT YOU AND YOUR COMPANY ARE NOT A FOREIGN PERSON OR FOREIGN ENTITY (OTHER THAN A CANADIAN PERSON OR CANADIAN ENTITY) OR UNDER THE CONTROL OF A FOREIGN PERSON OR
FOREIGN ENTITY (OTHER THAN A CANADIAN PERSON OR CANADIAN ENTITY).
The internal laws of the Commonwealth of Massachusetts shall control this Agreement if you are located anywhere other than Canada. The internal laws of the Province of Ontario shall control if you are located in Canada. In each case this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods and will be deemed a contract under seal.
This Agreement is the complete agreement between you and Intermedia Software concerning the software and documentation and supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom. You expressly agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the software licensed hereunder shall be of no effect. The failure or delay of Intermedia Software to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.
No Intermedia Software dealer, agent or employee is authorized to make any amendment to this Agreement.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.
If you have any questions concerning this Agreement or the software or related documentation, you may contact Intermedia Software's customer service at www.helium-music-manager.com.