IT IS IMPORTANT THAT YOU (THE "LICENSEE") READ THIS NOTICE CAREFULLY. THESE ARE THE ONLY TERMS AND CONDITIONS APPLICABLE TO YOUR RIGHTS WITH RESPECT TO THE COMPUTER PROGRAMS AND DOCUMENTATION CONTAINED HEREIN (THE "SOFTWARE"). BY YOUR USE OF THE SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF AND AGREEMENT TO ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE "AGREEMENT") AND EXERCISE OF YOUR RIGHTS HEREUNDER.
1. LICENSE
Serif, Inc. ("Serif") hereby grants to Licensee a personal, non-exclusive, non-transferable license (a "License") to use this copy of the Software, including any updates or upgrades thereto, and accompanying documentation, if any, provided by Serif according to the terms set forth below. If the Software contained in this package is being provided to Licensee as an update or upgrade to software which Licensee has previously licensed (such software referred to as the "Prior Software"), then Licensee agrees to destroy all copies of the Prior Software within thirty (30) days after opening this package except for one backup copy of the Prior Software.
2. SCOPE OF USE
Licensee may:
a. install the Software on only one computer or network node, and make a second copy of the Software onto either a home computer or a portable computer provided that the Software is installed on a single computer which is used by Licensee at least eighty percent (80%) of the time that the computer is in use,
b. make one (1) copy of the Software in machine readable form solely for backup purposes, provided that Licensee reproduces all proprietary notices on the copy, and
c. physically transfer the Software from one computer to another, provided that the Software is removed from the computer or network node on which it was installed and is used only on one computer or network node at a time except as provided in subsection (a) above.
Licensee may not:
a. use the Software on more than one computer or network node at a time or in a multi-user system,
b. modify, prepare derivate works from, translate, reverse engineer, decompile, disassemble or otherwise derive source code from the Software (except to the extent that such acts may not be prohibited under applicable law),
c. copy the Software (except as provided above) or the accompanying documentation,
d. rent, transfer, disclose, make available or grant any rights in the Software or accompanying documentation in any form to any person without the prior written consent of Serif,
e. remove any proprietary notices, labels, or marks on the Software and accompanying documentation,
f. use the Software in any manner that infringes the intellectual property or other rights of another party, or
g. use the Software to provide on-line or other database services to any other person.
3. RETENTION OF RIGHTS; TERMINATION
This Agreement does not constitute a sale. All title, trade secrets, copyrights, patents and other intellectual rights to the Software, its accompanying documentation and any copy made by Licensee remain with Serif, and Licensee hereby agrees to preserve and acknowledges the foregoing. Licensee further agrees and acknowledges that the Software and all copies thereof are Serif's exclusive property and constitute a valuable trade secret of Serif. Licensee further agrees and acknowledges that unauthorized copying of the Software or the accompanying documentation, or failure to comply with any of the provisions herein (each, a "Terminable Event"), will result in automatic termination of this License. In the event of a violation of this License by Licensee, Serif reserves and shall have available certain legal remedies.
4. TERM OF LICENSE FOR TRIAL VERSION SOFTWARE
Any License pertaining to a trial version of the Software (a "Trial Version") shall expire in accordance with the terms as set forth in the Installation Process for the Trial Version along with the designated trial period as set forth in the trial program.
5. LIMITED WARRANTY AND DISCLAIMER
a. Serif warrants that, for a period of ninety (90) days after delivery, the diskettes or CD-ROMs (the "Software Product") on which the Software is furnished will, under normal use, be free from defects that prevent Licensee from loading the Software on a computer.
b. Serif's entire liability and Licensee's exclusive remedy under this warranty will be, at Serif's option, to use reasonable commercial efforts to attempt to correct or work around errors, or to replace the Software Product with functionally equivalent Software Product, on diskettes or CD-ROM, as applicable. The Software is licensed to you on an "as is"basis without any warranty of any nature.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, SERIF MAKES AND LICENSEE RECEIVES NO WARRANTIES OR CONDITIONS OR TERMS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION WITH LICENSEE, AND Serif SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND THEIR EQUIVALENTS. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE SOFTWARE AND SERIF SHALL HAVE NO LIABILITY THEREFOR. SERIF SHALL HAVE NO LIABILITY FOR, NOR OBLIGATION TO INDEMNIFY LICENSOR REGARDING ACTIONS ALLEGING THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE SOFTWARE. SERIF DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE WILL MEET LICENSEE'S SPECIFIC REQUIREMENTS.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT BE APPLICABLE IN CERTAIN INSTANCES. LICENSEE MAY ALSO HAVE CERTAIN OTHER RIGHTS, DEPENDING ON LICENSEE'S STATE OR OTHER JURISDICTION OF RESIDENCE.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL SERIF BE LIABLE FOR LOSS OF DATA, CORRUPTION, LOST PROFITS, COST OF COVER, OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF SERIF OR AN AUTHORIZED DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL SERIF'S LIABILITY EXCEED THE AMOUNTS PAID FOR THE SOFTWARE. LICENSEE ACKNOWLEDGES THAT THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE REFLECT THIS ALLOCATION OF RISK. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT BE APPLICABLE IN CERTAIN INSTANCES. NONE OF THE ABOVE AFFECTS THE STATUTORY RIGHTS OF LICENSEES RESIDING IN THE UNITED KINGDOM.
7. MISCELLANEOUS
a. This Agreement shall not be governed by the 1980 U. N. Convention on Contracts for the International Sale of Goods; rather, this Agreement shall be governed by the laws of the State of California, of the United States of America, including the Uniform Commercial Code of the State of California, without reference to conflicts of law principles. This Agreement is the entire Agreement between Serif and Licensee and supersedes any other communications or advertising with respect to the Software and accompanying documentation. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect.
b. If the Software is acquired by the United States Government or on its behalf, the Software is furnished with restricted rights. The use, duplication, or disclosure by the United States Government and parties acting on its behalf is governed by, and subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, the subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, or other comparable regulations of other government agencies, as applicable.
c. Licensee agrees not to allow the software to be sent to or used in any other country except in compliance with applicable United States laws and regulations.
d. This Agreement shall constitute the sole agreement between Serif and Licensee and supersedes all prior agreements, understandings, communications, proposals or representations, oral or written, by either party. This Agreement shall be amended only by an executed writing by authorized representatives of both parties.
