EquationBuilder User's Manual ± Copyright ã1992, 1993 by Digital Tool Works. All Rights Reserved.

	Appendix E
	License Agreement

Scope of Use

This is a legal agreement between you, the end user, and Digital Tool Works (ªDTWº). 

In this Agreement,

· ªDistributionº shall mean the machine readable (executable) software programs and associated files supplied to you in the EquationBuilder distribution package, whether distributed by disk or obtained from network archives.

· ªSoftwareº shall mean the programs and files included in the Distribution, as well as any copied, modified, or upgraded versions.

· ªDocumentationº shall mean all printed and electronic materials supplied to you in the EquationBuilder distribution package.

As supplied to you, the Software is not fully enabled. To fully enable the Software, you must run it and enter your license string into the Registration Panel. By enabling the Software in this way, you agree to be bound by the terms of this Agreement.

Grant of Single-User License

If your license string authorizes a Singe-User License, DTW grants to you a limited, non-exclusive license:

· To operate the Software, for your own personal use only, and on only one computer at a time.

· To make copies of the Distribution from the distribution disk or other distribution media, and to give away such copies, as long as they are copied directly from the Distribution without being branded with a Network License or supplied with a license string or modified in any other way.

Grant of Network License

If your license string authorizes a Network License, DTW grants to you a limited, non-exclusive license:

· To operate the Software on a single local area network, as long as the number of computers running the Software at any time does not exceed the number of simultaneous users stated on your license card.

· To make copies of the Distribution from the distribution disk or other distribution media, and to give away such copies, as long as they are copied directly from the Distribution without being branded with a Network License or supplied with a license string or modified in any other way.

Term

This license is effective until terminated. This license will automatically be terminated without notice if you fail to comply with any term or condition of this Agreement. Upon any such termination, you must destroy the original and any copies of the Software and its Documentation. This remedy shall be in addition to any other remedies available to DTW.

This Agreement is non-transferable. You may not assign your rights under this Agreement to a third party.

Restrictions

You agree not to disclose your license string to anyone, or to use your license string to enable anyone else to use any copy of the Software.

You agree not to copy the Documentation in any form or media, or to use the Documentation for any purpose other than to support your use of the Software.

You agree not to translate, disassemble, decompile, or reverse-engineer the Software, in whole or in part, or otherwise reduce the Software to human understandable form, or disclose the human understandable form to any third party.

You agree not to modify, rent, translate, adapt, lease or loan the Software, or create derivative works based upon the Software or the accompanying Documentation.

Copyright

You acknowledge that DTW retains title and ownership of the Software and the Documentation on the original and all copies, regardless of the form or media in or on which the original and other copies may exist.

You acknowledge that the program code, structure and organization of the Software is the confidential copyrighted property of DTW and is a valuable trade secret of DTW. You agree to hold such trade secrets in confidence.

This Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights in respect of the Software or the Documentation.

Limited Warranty

DTW warrants to you that the distribution disk or other materials on which the Software is supplied will be free from defects in materials and workmanship under normal use for a period of 90 days from the date of receipt.

DTW's entire liability and your sole and exclusive remedy shall be, at DTW's option, either (a) repair or replacement of the distribution disk or (b) refund of the license fee paid by you. You must return the Distribution to the location where you obtained it with a copy of your receipt to be eligible for warranty service.

DTW does not and cannot warrant the performance or results you may obtain by using the Software or Documentation. The foregoing states the sole and exclusive remedies DTW will provide for any claim whether arising in contract, tort, or otherwise.

DTW provides the Software ªAS ISº without warranty of any kind. Should the Software prove defective in any way, you assume the cost of all necessary servicing, repair, or correction.

No oral or written information or advice given by DTW, its distributor, agents, or employees shall create a warranty or increase the scope of this warranty, and you may not rely upon any such information or advice.

NO OTHER WARRANTIES. With respect to the Software and the Documentation, DTW disclaims all other warranties, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. This limited warranty gives you specific legal rights. You may have other rights which vary from state to state or province to province.

Limitation of Liability

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event will DTW be liable for any damages whatsoever (including but not limited to damages for any lost profits, lost monies, lost time, lost savings, business interruption, loss of data, data being rendered inaccurate, or other direct, special, incidental or consequential damages), regardless of the form of action, arising out of the use or inability to use this Software, even if DTW has been advised of the possibility of such damages, or for any claim by any party. Some states or provinces do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations may not apply to you.

Any claim that the foregoing limitation of liability failed of its essential purpose may be fully settled by DTW upon payment of a refund of the amount paid for the Distribution.

Choice of Law

This Agreement will be governed by the laws in force in the Commonwealth of Massachusetts, United States of America. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Entire Agreement

You acknowledge that you have read this Agreement, understand it and that it is the complete and exclusive statement of your agreement with DTW which supersedes any prior agreement, oral or written between DTW and you. No variation of the terms of this Agreement will be enforceable against DTW unless DTW gives its express consent, in writing, signed by an officer of DTW.

Binding Arbitration

All disputes, disagreements or other claims between the parties, whether arising in contract, tort, or otherwise, shall be finally settled by binding arbitration in Boston, Massachusetts before a neutral arbitrator appointed by and acting pursuant to the Commercial Rules of the American Arbitration Association.

Export Restrictions

You assure DTW that you will not knowingly, without prior authorization (if required) of the Office of Export Licensing, US Dept of Commerce, export or re-export (as defined in S379.1 (b)-(c) of the Export Administration Regulations and any amendments thereto) the Distribution in whole or in part.

Notice to Government End Users: Restricted Rights Legend

If the Distribution is acquired by or on behalf of a unit or agency of the United States Government, that unit or agency acknowledges that:

· The Distribution was developed at private expense, is existing computer software, and no part of the Distribution was developed with government funds.

· The Distribution is a trade secret of DTW for all purposes of the Freedom of Information Act.

· The Distribution, in all respects, is proprietary data belonging solely to DTW.

· The Distribution is unpublished and all rights are reserved under the copyright laws of the United States of America.

For Civilian agencies: The Software is licensed only with ªRestricted Rightsº and use, reproduction, or disclosure is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software - Restricted Rights clause at 52.227-19 of the Federal Acquisitions Regulations.

For units of the Department of Defense: Use, duplication, or disclosure of the Software by the Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013.

Digital Tools Works
100 Charles St, Ste D
Boston, MA 02114