DO NOT INSTALL OR USE THIS SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED THIS LICENSE AGREEMENT. BY INSTALLING OR USING THE SOFTWARE YOU ACCEPT THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THIS LICENSE AGREEMENT:
(A) YOU MUST NOT INSTALL OR USE THE SOFTWARE, AND
(B) YOU MAY RETURN THE SOFTWARE, INCLUDING ALL PACKAGING, MEDIA, AND DOCUMENTATION, FOR A REFUND, PROVIDED THAT THE RETURN IS MADE WITHIN TEN DAYS OF THE DATE OF PURCHASE OF THIS LICENSE.
1. Licensee. "Licensee" is the person, company or entity who uses this Software under the License of this Agreement. The Licensee must accept and agree to this Agreement before installing or using the Software.
2. Software. "Software" shall mean the TGL Microsystems Terminal Emulation Software computer programs provided with this Agreement. Licensee acknowledges that TGL Microsystems(and its licensor(s), if applicable) own the copyrights and other intellectual property in and to the Software. If Licensee is provided with any fixes or updates to, or new versions of, the Software, such fixes, updates and new versions shall be deemed part of the Software governed by this Agreement, unless TGL Microsystems designates or provides a different agreement to govern them.
3. Documentation. "Documentation" means the online documentation and printed documentation provided to Licensee in connection with this Agreement or the Software. Whenever the context reasonably permits, any reference in this Agreement to Software shall also apply to Documentation.
4. License. Subject to the other provisions of this Agreement, TGL Microsystems grants to Licensee a nonexclusive, non transferable license (the "License") to use the Software on a single computer. Rights not expressly granted to Licensee in this Agreement are reserved by TGL Microsystems. This License shall not be effective until Licensee has paid the applicable license fees (i.e., the purchase price for the License).
5. Copies. Licensee may make copies of the Software provided that any such copy:
(a) is created as an essential step in the utilization of the Software on a computer in accordance with the License and this Agreement, or
(b) is only for archival purposes to back-up the licensed use of the Software. Licensee may also make copies of the Software to the extent reasonably needed to exercise rights under the License or this Agreement. All TGL Microsystems trademark and copyright notices must be faithfully reproduced and included on copies made by Licensee. Licensee may not make any other copies of the Software. The Documentation may be used by Licensee, but only in connection with the licensed use of the Software.
6. Protection Of The Software. Licensee shall not:
(a) disassemble, decompile or otherwise reverse engineer the Software, or
(b) create derivative works based upon the Software, or
(c) rent, lease, sublicense, distribute, transfer or timeshare the Software, or
(d) allow any third party to access or use the Software, or
(e) modify the Software (including any deletion of code from or addition of code to the Software).
7. Source Code. Software source code is not included in the License or this Agreement. Licensee is not entitled to any Software source code.
8. Disclaimers And Limitations.
(a) Disclaimer Of Warranties. TGL Microsystems MAKES NO WARRANTY, PROMISE OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TGL Microsystems DISCLAIMS AND EXCLUDES ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TGL Microsystems DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY LICENSEE'S REQUIREMENTS OR THAT IT IS WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED. THIS AGREEMENT GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
(b) Limitation On Liability. THE AGGREGATE LIABILITY OF TGL Microsystems ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, MALPRACTICE, FRAUD AND/OR OTHERWISE) SHALL NOT EXCEED THE TOTAL PAYMENT MADE BY LICENSEE TO PURCHASE THIS LICENSE. TGL Microsystems SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFIT, REVENUE, DATA, OR PROGRAMS, EVEN IF TGL Microsystems HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY.
(c) Responsibility Of Licensee. Licensee is responsible for decisions made and actions taken based on the Software. TGL Microsystems is not responsible for any Hardware or any other products or services of third parties, including, without limitation, any failure thereof or defect therein. The Software is not designed or intended for use in hazardous or high-risk situations. It is Licensee's responsibility to ascertain the suitability of the Software.
(d) Non-Parties. The officers, directors, employees, shareholders and representatives of TGL Microsystems are not parties to this Agreement and shall have no obligation or liability to Licensee relating to this Agreement or the Software.
9. Sole Remedy And Allocation Of Risk. LICENSEE'S SOLE AND EXCLUSIVE REMEDY IS SET FORTH IN THIS AGREEMENT. This Agreement defines a mutually agreed-upon allocation of risk and the License fees reflect such allocation of risk.
10. Support. Nothing in this Agreement entitles Licensee to any support, maintenance or new versions of the Software. Licensee may contact TGL Microsystems or its authorized reseller to determine the availability of support, maintenance and new versions of the Software, and the fees, terms and conditions applicable thereto.
11. Taxes. In the event that any withholding, sales or use taxes or other taxes or government fees, assessments or charges are payable because of this Agreement or License or because of the purchase price or other payment by Licensee, then Licensee shall pay such taxes, fees, assessments and charges in addition to the purchase price.
12. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties relating to the subject matter of this Agreement and may be amended only in a writing signed by both parties. No reseller, vendor, distributor, dealer, retailer, sales person or other person is authorized by TGL Microsystems to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, the warranties, representations or promises of this Agreement.
13. Termination. The License shall automatically terminate if Licensee materially breaches this Agreement. Upon termination of the License, Licensee shall cease all use of the Software and shall destroy all copies of the Software within the possession or control of Licensee and shall return the original Software media and Documentation to TGL Microsystems.
14. Construction. In the construction and interpretation of this Agreement, no rule of strict construction shall apply against either party.
15. Severability. If any provision in this Agreement is invalid or unenforceable or contrary to applicable law, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability or the conflict with applicable law, and all other provisions of this Agreement shall remain in effect.
16. COPYRIGHT. You acknowledge that you have only the limited, non-exclusive right to use and copy the Software as expressly stated in this license and that TGL Microsystems retains title and all other rights. The Software is protected by United States copyright law and international treaty provisions as well as other applicable laws.
