IMPORTANT - READ THESE TERMS CAREFULLY BEFORE DOWNLOADING OR INSTALLING THIS SOFTWARE. BY DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE. THE TRIAL VERSION OF THE SOFTWARE WILL EXPIRE AND NOT OPERATE AFTER TEN (10) USES OF THE SOFTWARE AFTER INSTALLATION. THE PURCHASE OF A SOFTWARE KEY (REGISTRATION CODE) IS REQUIRED FOR ONGOING USE OF THE SOFTWARE AFTER THE TEN (10) USE TRIAL PERIOD. THIS SINGLE END-USER LICENSE AGREEMENT GOVERNS THE TRIAL USE AND, UPON ITS PURCHASE, ONGOING USE OF THE SOFTWARE.
1. Grant of License for Registered Users
Extensibility, Inc. grants you a non-exclusive, non-transferable license to use the program with which this license is distributed, which is known as XML Console, Version 1.0, (the "Software"), including any documentation files accompanying the Software ("Documentation") on a single server (if the Software is server based) or personal computer to support one user and to make one backup copy of the Software, provided that: (i) only one user at a time can use the Software, (ii) the Software is installed on only one server or personal computer; (iii) the Software is NOT modified; (iv) all copyright notices are maintained on the Software; and (v) you agree to be bound by the terms of this License Agreement. Licenses that enable you to license the Software for multiple users may be purchased separately from Extensibility, Inc. The Software and Documentation shall be used only by you, only for your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity.
2. Ownership
You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this License Agreement remains in full force and effect. Such license shall include updates to the Software and Documentation (i.e., XML Console 1.x, and so forth). This license shall not extend to new versions of the Software (i.e., XML Console 2.0, 3.0, and so forth) and ownership of such new versions if desired will require purchase of that new version. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with Extensibility, Inc. Any other use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.
3. Copyright
The Software and Documentation contain material that is protected by United States copyright law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Extensibility, Inc. You may not remove any proprietary notice of Extensibility, Inc. from any copy of the Software or Documentation.
4. Restrictions
You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. You may not transmit the Software over the Internet or any other external network or between any devices other than the server on which the Software is installed and a computer controlled by you served by that server. You may transfer the Software to other computers you own as long as you only use it on one computer or server (which server shall make the Software available to a single user) at a time.
5. Confidentiality
You acknowledge that the Software contains proprietary trade secrets of Extensibility, Inc. and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of are as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Software License Agreement to those persons employed by you who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the program for the purpose of deriving the source code of the Program or defeating the Software Key (Registration Code).
6. Limited Warranty
(a) Licensee Responsible for Installation and Use
You assume responsibility for the selection of the Software to achieve your intended results, and for the installation, use, and results obtained from the Software.
(b) Year 2000 Compliance
The Software, when used in accordance with its associated Documentation, will be capable upon installation of accurately processing, providing and/or receiving date data from, into, and between the twentieth and twenty-first centuries, including the years 1999 and 2000, and leap year calculations, provided that all other products (e.g., hardware, software and firmware) used in combination with the Software properly exchange date data with it.
(c) No Other Performance Warranty
(i) EXCEPT AS SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.
(ii) EXCEPT AS SET FORTH ABOVE, EXTENSIBILITY, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE PROGRAM PROVE DEFECTIVE YOU (AND NOT EXTENSIBILITY, INC.) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
(iii) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
(d) No Other Warranty
EXTENSIBILITY, INC. DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE.
7. Limitation of Liability
IN NO EVENT WILL EXTENSIBILITY, INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF EXTENSIBILITY, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXTENSIBILITY, INC.'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Export Restrictions
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
9. Termination
Unless a Registration Code is purchased, this license will terminate after 10 uses of the Software. Upon purchasing a Registration Code, this License Agreement is effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to Extensibility, Inc. all copies of the Software and Documentation in your possession or under your control. This License will terminate automatically upon your failure to comply with the terms of this Agreement or failure to pay the license fee. Upon termination, you agree to destroy or return to Extensibility, Inc. all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement.
10. Taxes
You agree to pay (and to reimburse Extensibility, Inc. on request if Extensibility, Inc. is required to pay) any sales, use, value added (VAT), consumption or other tax (excluding any tax on Extensibility, Inc.'s net income) or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on your purchase of the Software, this License, the Documentation, or your use of the Software.
This License Agreement shall be construed, interpreted and governed by the laws of the State of North Carolina without regard to conflicts of law provisions thereof and of the United States, without reference to the United Nations Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the non-exclusive jurisdiction of the United States District Court for the Eastern District or Middle District of North Carolina or any court in Wake County, Orange County, or Durham County, North Carolina, in any action, suit, or proceeding arising out of or related to this Agreement, and further waives any objection to such courts as venues for actions under this Agreement. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.
(b) Purchaser Questions
Should you have any questions concerning this Agreement, or if you desire to contact Extensibility, Inc. for any reason, please write or e-mail Extensibility, Inc., 200 West Franklin Street, Suite 250, Chapel Hill, NC, 27516, e-mail: feedback@extensibility.com. For support services, see Extensibility, Inc.'s website at www.extensibility.com, which provides information as to current support policies, services, and resources, or e-mail Extensibility, Inc. at the address set forth above. Extensibility, Inc. reserves the right to modify its support policies and services in its sole discretion.
(c) U.S. Government: Restricted Rights
The Software and Documentation are provided with RESTRICTIVE RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions: if supplied to the Department of Defense (DOD), the Software is "Commercial Computer Software" and the Government acquires the Software with "restricted rights," as defined in Clause 252.227-7013(c)(1) of the DFARS; if the Software is supplied to any other Government unit or agency, the Government's rights in the Software are defined in Clause 52.227-19(c)(2) of the FAR; but if the Software is supplied to NASA, the Government's rights are defined in Clause 18-52.227-86(d) of the NASA supplement to the FAR. The Manufacturer is Extensibility, Inc., 200 West Franklin Street, Suite 250, Chapel Hill, NC, 27516.
