AXENE END USER SOFTWARE LICENSE AGREEMENT
REDISTRIBUTION NOT PERMITTED WITHOUT PERMISSION FROM AXENE
http://www.axene.com/
ftp://ftp.axene.com
axene@axene.com
BY INSTALLING THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CANCEL
THE INSTALLATION PROCESS OR RETURN THE PRODUCT TO THE PLACE OF PURCHASE
FOR A FULL REFUND.
This Agreement has 3 parts:
- First Part applies if you have not purchased a license to the
accompanying software (the "Software").
- Second Part applies if you have purchased a license to the Software.
- Third Part applies to all license grants.
If you initially acquired a copy of the Software without purchasing a
license and you wish to order a license, fill out the form in the
ORDER file or on the Internet at http://www.axene.com/english/order.html
First Part: TERMS APPLICABLE WHEN LICENSE FEES NOT PAID
Axene grants you a non-exclusive license to use the Software free
of charge if your use of the Software is for the purpose of evaluating
whether to purchase an ongoing license to the Software.
The evaluation period is limited to 30 days.
If you are using the Software free of charge for evaluation, you are
not entitled to hard-copy documentation, support or telephone assistance.
If you fit within the description above, you may use the Software in the
manner described in Part III below under "Scope of Grant."
DISCLAIMER OF WARRANTY
Free of charge Software for evaluation is provided "AS IS", without warranty
of any kind, including without limitation the warranties of merchantability,
fitness for a particular purpose and noninfringement.
In no event shall Axene be liable for any claim, damages or other liability,
whether in an action of contract, tort or otherwise, arising from, out of or
in connection with the Software or the use or other dealings in the Software.
Should the Software prove defective, you and not Axene assume the entire
cost of any service and repair. In addition, the security mechanisms
implemented by Axene have inherent limitations, and you must determine that
the Software sufficiently meets your requirements. This disclaimer of warranty
constitutes an essential part of the agreement.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS
DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY
BY JURISDICTION.
Second Part: TERMS APPLICABLE WHEN LICENSE FEES PAID
GRANT. Subject to payment of applicable license fees, Axene grants
to you a non-exclusive license to use the Software and accompanying
documentation ("Documentation") in the manner described in Part III
below under "Scope of Grant."
LIMITED WARRANTY
Axene warrants that for a period of ninety (90) days from the date
of acquisition, the Software, if operated as directed, will
substantially achieve the functionality described in the
Documentation. Axene does not warrant, however, that your use of
the Software will be uninterrupted or that the operation of the
Software will be error-free or secure. In addition, the security
mechanisms implemented by Axene have inherent limitations,
and you must determine that the Software sufficiently meets your
requirements. Axene also warrants that the media containing the
Software, if provided by Axene, is free from defects in material
and workmanship and will so remain for ninety (90) days from the date
you acquired the Software. Axene's sole liability for any breach of
this warranty shall be, in Axene's sole discretion: (i) to replace
your defective media; or (ii) to advise you how to achieve
substantially the same functionality with the Software as described in
the Documentation through a procedure different from that set forth in
the Documentation; or (iii) if the above remedies are impracticable,
to refund the license fee you paid for the Software. Repaired,
corrected, or replaced Software and Documentation shall be covered by
this limited warranty for the period remaining under the warranty that
covered the original Software, or if longer, for thirty (30) days
after the date (a) of shipment to you of the repaired or replaced
Software, or (b) Axene advised you how to operate the Software so
as to achieve the functionality described in the Documentation. Only
if you inform Axene of your problem with the Software during the
applicable warranty period and provide evidence of the date you
purchased a license to the Software will Axene be obligated to
honor this warranty. Axene will use reasonable commercial efforts
to repair, replace, advise or, for individual consumers, refund
pursuant to the foregoing warranty within 30 days of being so notified.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY
AXENE. AXENE MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF
NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE DURATION OF IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO
THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY
NOT APPLY TO YOU. NO AXENE DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED
TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS
WARRANTY. If any modifications are made to the Software by you during
the warranty period; if the media is subjected to accident, abuse, or
improper use; or if you violate the terms of this Agreement, then this
warranty shall immediately be terminated. This warranty shall not
apply if the Software is used on or in conjunction with hardware or
software other than the unmodified version of hardware and software
with which the software was designed to be used as described in the
Documentation. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU
MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
Third Part: TERMS APPLICABLE TO ALL LICENSE GRANTS
SCOPE OF GRANT
You may:
- use the Software on any single computer if you have a workstation license;
- use the Software on a network if you have a floating license, provided
that each person accessing the Software through the network must have
a copy licensed to that person;
- copy the Software for archival purposes, provided any copy
must contain all of the original Software's proprietary notices; or
- if you have purchased several licenses, make up to the number of copies,
respectively, of the Software (but not the Documentation), provided any
copy must contain all of the original Software's proprietary notices.
The number of copies is the total number of copies that may be made
for all platforms. Additional copies of Documentation may be purchased.
You may not:
- permit other individuals to use the Software except under the terms
listed above;
- permit concurrent use of the Software;
- modify, translate, reverse engineer, decompile, disassemble
(except to the extent applicable laws specifically prohibit such
restriction), or create derivative works based on the Software;
- copy the Software other than as specified above;
- rent, lease, grant a security interest in, or otherwise transfer
rights to the Software; or
- remove any proprietary notices or labels on the Software.
TITLE
Title, ownership rights, and intellectual property rights in the
Software shall remain in Axene and/or its suppliers. The Software
is protected by the copyright laws and treaties. Title and related
rights in the content accessed through the Software is the property of
the applicable content owner and may be protected by applicable
law. This License gives you no rights to such content.
TERMINATION
The license will terminate automatically if you fail to comply with
the limitations described herein. On termination, you must destroy
all copies of the Software and Documentation.
EXPORT CONTROLS
None of the Software or underlying information or technology may be
downloaded or otherwise exported or reexported:
- into (or to a national or resident of) any country to which the U.S.
has embargoed goods.
- to anyone on the U.S. Treasury Department's list of Specially Designated
Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading
or using the Software, you are agreeing to the foregoing and you are representing
and warranting that you are not located in, under the control of, or a national or
resident of any such country or on any such list.
In addition, if the licensed Software is identified as a
not-for-export product (for example, on the box, media or in the
installation process), then the following applies: EXCEPT FOR EXPORT
TO CANADA OR MEXICO FOR USE IN THESE COUNTRIES BY CANADIAN OR MEXICAN
CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED
OUTSIDE THE UNITED STATES 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. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE
FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON"
OR UNDER THE CONTROL OF A FOREIGN PERSON.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL AXENE OR ITS SUPPLIERS
OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER
COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL AXENE BE LIABLE FOR
ANY DAMAGES IN EXCESS OF THE AMOUNT AXENE RECEIVED FROM YOU FOR A
LICENSE TO THE SOFTWARE, EVEN IF AXENE SHALL HAVE BEEN INFORMED OF
THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER
PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR
DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS
LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
HIGH RISK ACTIVITIES
The Software is not fault-tolerant and is not designed, manufactured
or intended for use or resale as on-line control equipment in
hazardous environments requiring fail-safe performance, such as in 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
("High Risk Activities"). Axene and its suppliers specifically
disclaim any express or implied warranty of fitness for High Risk
Activities.
MISCELLANEOUS
If the copy of the Software you received was accompanied by a printed
or other form of "hard-copy" End User License Agreement whose terms
vary from this Agreement, then the hard-copy End User License
Agreement governs your use of the Software. This Agreement represents
the complete agreement concerning this license and may amended only by
a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE
ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO
THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If
any provision of this Agreement is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it
enforceable. This Agreement shall be governed by New Jersey law
(except for conflict of law provisions). The application the United
Nations Convention of Contracts for the International Sale of Goods is
expressly excluded.
U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by
the Government is subject to restrictions set forth in subparagraphs
(a) through (d) of the Commercial Computer-Restricted Rights clause at
FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS
252.227-7013, or at 252.211-7015, or to Axene's standard commercial
license, as applicable, and in similar clauses in the NASA FAR
Supplement. Contractor/manufacturer is Axene Corporation,
30 Montgomery Street, Suite 604, Jersey City, NJ 07302-3821, USA.
