IMPORTANT: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS STATED BELOW. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, DO NOT INSTALL THE SOFTWARE.
1. License. David D. Zicarelli, d.b.a. Cycling '74 ("CYCLING74") grants to the Licensee purchasing this copy of M 2.5 a nonexclusive, nontransferable license to use the M software (the “Software”) and its documentation for use in accordance with this License. CYCLING74 and CYCLING74's Licensors retain title to the Software and related documentation although the Licensee owns the media on which the Software and documentation are recorded, if any. This License allows use of the Software and documentation only by the number of Users licensed. “User(s)” means Licensee, if Licensee is an individual purchasing the Software for use at office or home (in which case Licensee's immediate family members residing in the same household shall not be considered additional Users), or, if Licensee is a corporation or similar business or commercial entity or government agency, its current employees. For qualifying educational institutions, “Users” also means faculty and staff teaching for or employed by Licensee and registered students enrolled at a single campus operated by Licensee. Subject to the limitations of this License, each authorized User may only use the Software on (i) any central processing unit (“CPU”), workstation or portable which is owned or controlled by Licensee, and (ii) any User-owned CPU, workstation or portable.
2. Restrictions. This License sets forth the terms and conditions governing the use of the Software and documentation. Licensee may not rent, lease or otherwise transfer the Software or its documentation. Licensee may make a limited number of copies of the Software based on the number of licensed Users and a reasonable number of back-up copies. The Software contains copyrighted material, trade secrets and other proprietary material. Licensee shall not make copies of the copyrighted Software documentation without the prior written permission of CYCLING74 provided that for electronic transactions, Licensee may make one (1) hard copy of such documentation for each User.
3. Technical Support. If the Licensee purchases an authorization for unlimited use of the Software directly from Cycling '74, Licensee is automatically registered and may receive technical support via electronic mail for a period of one (1) year from date of purchase, provided that Licensee sends inquiries from the electronic mail address specified on the original order form, or provides a Customer Serial Number or other identifying information. Upon the expiration of the above-described one (1) year period, Licensee may extend technical support on a per-incident or annual fee basis in accordance with CYCLING74's then-current pricing and terms. Upgrades to the Software and its documentation, if any, are not included and may be sold separately.
4. Confidentiality. Licensee agrees to maintain the confidentiality of any authorization code(s) received in order to enable the functioning of the Software.
5. Termination. This License is effective until terminated. Licensee may terminate this License at any time by destroying all copies of the Software and its documentation. This License will terminate immediately without notice from CYCLING74 if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of the Software and its documentation.
6. Disclaimer of Warranty. Licensee expressly acknowledges and agrees that the use of the Software and its documentation is at Licensee’s sole risk. The Software, documentation, and technical support are provided “AS IS” and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, CYCLING74 AND CYCLING74'S LICENSOR(S) (FOR THE PURPOSES OF PROVISIONS 6 AND 7, CYCLING74 AND CYCLING74'S LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS CYCLING74) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. CYCLING74 DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, CYCLING74 DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ITS DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CYCLING74 OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL CYCLING74 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 OR INABILITY TO USE THE SOFTWARE OR ITS DOCUMENTATION, EVEN IF CYCLING74 OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
In no event shall CYCLING74'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. No delay or failure to take action under this License will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of CYCLING74, and no single waiver will constitute a continuing or subsequent waiver. This License may not be assigned, sublicensed or otherwise transferred by Licensee, by operation of law or otherwise, without CYCLING74's prior written consent, provided that Licensee may assign this License upon written notice to CYCLING74 in instances in which such assignment is to an entity which acquires all or substantially all of the business of Licensee, whether by merger, consolidation, or acquisition of assets.
8. Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the United States and the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.
9. Entire Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and its documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. There shall be no contract for purchase or sale of the Software except upon the terms and conditions specified herein. Any additional or different terms or conditions proposed by Licensee or contained in any purchase order are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by CYCLING74. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of CYCLING74.
