IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT BEFORE YOU CLICK ON THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND TO THE TERMS AND CONDITIONS STATED BELOW, AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON.
FORTE SOFTWARE LICENSE AGREEMENT
1. License. FORTE Advanced Management Software Inc. ("FORTE"), subject to the conditions contained herein, grants you a non-exclusive license to use this proprietary software product Free Agent ("Software") free of charge.
2. Restrictions. This License allows the Licensee to exercise the rights granted herein and must be retained by Licensee. Licensee may not rent, lease or otherwise transfer any part of the Software or its accompanying documentation. Licensee may make a limited number of copies of the Software specified by the number of licensed Users as well as a reasonable number of back-up copies. The Software contains FORTE's copyrighted material, trade secrets and other proprietary material. Licensee must reproduce the FORTE copyright notice and any other proprietary notices found on the original Software on all copies of the Software. Licensee shall not, without prior written permission from FORTE, nor permit anyone else, to decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, or to rent, lease, modify, network, distribute, loan, or create derivative works based upon the Software or its documentation in whole or in part. Any and all information obtained during such unlawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Software, shall be deemed to be confidential and proprietary information of FORTE. Licensee shall not make copies of any documentation accompanying the Software without prior written permission of FORTE.
If Licensee receives the first copy of the Software electronically, and a second copy on media, the second copy may be used for backup and archive purposes only. This License does not grant Licensee any right to receive enhancements or updates to the Software or accompanying documentation. Enhancements and updates, if available, may be obtained by Licensee at FORTE's then-current standard pricing, terms, and conditions. Title, ownership rights, and intellectual property rights to content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives Licensee no rights to such content. FORTE may furnish the Software and On-Line Help to Licensee electronically or on media in machine-readable object code form.
3. Technical Support. Technical Support is not provided by FORTE for the product. Technical Support may be provided by the Service Provider distributing the product at Service Provider's option. FORTE may, at its discretion, provide updates to the Software. Upgrades to the Software and its documentation, if any, are not included and may be sold separately.
4. Limited Warranty of Diskettes. If FORTE provides the Software on diskettes, it will warrant the Software diskettes to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase. FORTE's entire liability and Licensee's exclusive remedy will be limited to replacement of the defective diskettes upon return to the place of purchase within the warranty period. FORTE will not be responsible for replacement of any diskette damaged by accident, abuse or misapplication. ALL IMPLIED WARRANTIES ON THE SOFTWARE DISKETTES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF PURCHASE.
5. Disclaimer of Warranty. Licensee acknowledges and agrees that the use of the Software and all accompanying documentation is at Licensee's sole risk. The Software and documentation are provided "AS IS" and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, THE STATED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION THERETO, THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. FORTE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE FREE OF ERRORS. FORTE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR FOR ANY REASON, OR FOR COMMERCIAL LOSSES OF ANY CAUSE, WHETHER OR NOT FORTE HAS RECEIVED NOTICE OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES OR LOSSES. CONSEQUENTIAL DAMAGES INCLUDE ANY LOSS OF INFORMATION, DAMAGE TO COMPUTER OR MONITOR, LOSS OF PROFITS, BUSINESS INTERRUPTIONS AND ANY OTHER MONETARY LOSS.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL FORTE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ITS DOCUMENTATION, EVEN IF FORTE OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall FORTE's total liability to Licensee for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid by Licensee for the Software and its documentation.
7. No Waiver or Assignment. This License may not be assigned, sublicensed or otherwise transferred by the Licensee, by operation of law or otherwise, without FORTE's prior written consent.
8. U.S. Government Restricted Rights: The Software and its documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is FORTE, 2141 Palomar Airport Road, Suite 100, Carlsbad, California 92009.
9. Export Controls. Licensee may not download or export the Software or its technology except in full compliance with all United States regulations and laws. The Software or technology may not be downloaded or exported to a national or resident from Cuba, Haiti, Iran, Iraq, Libya, North Korea, Syria, Yugoslavia, or any other country subject to a United States embargo.
10. Termination. This agreement may be terminated immediately by either party in the event of default by the other party. If this Agreement is terminated, Licensee will immediately discontinue use of the Software and shall return all copies of the Software and its documentation to FORTE within fourteen (14) days. Licensee may also terminate this Agreement at any time by destroying all copies of the Software and its documentation.
11. General. This Agreement represents the only statement of the terms relative to this license between the parties and supersedes any previous agreements or representations. This Agreement may only be amended in writing, and must be executed by both parties. FORTE IS NOT BOUND BY ANY PROVISION OF ANY PURCHASE ORDER, RECEIPT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE UNLESS FORTE SPECIFICALLY AGREES TO THE PROVISION IN WRITING. If any section of this Agreement is held to be unenforceable for any reason, the section shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by United States and California law.
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