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- END-USER LICENSE AGREEMENT
- between
- Encore Software, Inc. and its Licensors (collectively "Licensor") and
- Consumer ("You")
-
-
- THIS LICENSE RELATES TO ALL COMPUTER SOFTWARE, AND THE ACCOMPANYING USER
- DOCUMENTATION CONTAINED ON THIS CD (THE "PROGRAM"). THE PROGRAM IS COPYRIGHTED
- AND LICENSED (NOT SOLD) TO YOU. BY USING THE PROGRAM, YOU ARE ACCEPTING AND
- AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE AGREEMENT REPRESENTS
- THE ENTIRE AGREEMENT BETWEEN YOU AND LICENSOR CONCERNING THE PROGRAM.
-
- 1. License Grant. Licensor hereby grants to you, and you accept, a nonexclusive license to use the computer
- programs contained on this CD in machine-readable, object code form only (collectively referred to as the "Software").
- The Software may be used only on a single computer owned, leased, or otherwise controlled by you; or in the event of
- inoperability of that computer, on a backup computer selected by you. Neither concurrent use on two or more
- computers nor use on a local area network or other network is permitted. You agree that you will not assign, sublicense,
- transfer, pledge, lease, rent, or share your rights under this License Agreement, except that you may permanently
- transfer all of your rights under this License Agreement, provided that you retain no copies, transfer all of the Software
- (including all related media and printed materials and any upgrades), and the transferee agrees to the terms of this
- License Agreement). You agree that you will not reverse assemble, reverse compile, or otherwise translate the
- Software.
-
- 2. LicensorÆs Rights. You acknowledge and agree that the Program is proprietary product of Licensor
- protected under U.S. copyright law. You further acknowledge and agree that all right, title and interest in and to the
- Program, including any associated intellectual property rights, are and shall remain with Licensor. This License
- Agreement does not convey to you an interest in or to the Program, but only a revocable limited right of use revocable
- in accordance with the terms of this License Agreement. You are responsible for, and must use your best efforts to
- prevent the breaking of these terms by any other person.
-
- 3. 1. Scope of Rights. You may:
-
- a. Install the Licensed Program into your computer;
-
- b. Retain the Program CD for backup purposes;
-
- c. Make one copy of the Software on a second CD for the purpose of backup in the event the
- Program CD is damaged or destroyed (retaining any copyright and other proprietary notices that
- appear on the original CD); and
-
- d. Make one copy of the UserÆs Manual for backup purposes so long as any such copies of the Software
- or the UserÆs Manual include LicensorÆs copyright and other proprietary notices.
-
- 3.2. Restrictions on Use. You may not:
-
- a. Use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy,
- adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor;
-
- b. Reverse assemble, reverse compile, or otherwise translate the Licensed Program;
-
- c. Transfer, lease, assign, or sublicense your rights except for a transfer of the Licensed Program in its
- entirety.
-
- 4. Fees and Payments. The license fees paid by you are paid in consideration of the licenses granted under
- this License Agreement.
-
- 5. Term. This License Agreement is effective upon your opening of this program and shall continue until
- terminated. You may terminate this License Agreement at any time by returning the Program and all copies thereof and
- extracts therefrom to Licensor. Licensor may terminate this License Agreement upon the breach by you of any term
- hereof. Upon such termination by Licensor, you agree to return to Licensor the Program and all copies and portions
- thereof.
-
- 6. Limited Warranty. Licensor warrants, for your benefit alone, for a period of 90 days from the date of
- commencement of this License Agreement (referred to as "Warranty Period") that the Program CD in which the
- Software is contained is free from defects in material and workmanship. Licensor further warrants, for your benefit
- alone, that during the Warranty period the Program shall operate substantially in accordance with the functional
- specifications in the UserÆs Manual. If during the Warranty Period, a defect in the Program appears, you may return the
- Program to Licensor for either replacement, or, if so elected by Licensor refund of amounts paid by you under this
- License Agreement. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of
- any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE
- PROGRAM, AND THE SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR
- DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING,
- WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A
- PARTICULAR PURPOSE.
-
- 7. Limitation of Liability. The cumulative liability of licensor to you for all claims relating to the licensed
- program and this agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed
- the license fee paid to licensor for use of the program. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY
- LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR
- ANY CLAIMS OR DEMANDS BROUGHT AGAINST YOU, EVEN IF LICENSOR HAS BEEN ADVISED OF
- THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. SOME STATES DO NOT ALLOW THE LIMITATION
- OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT THE
- ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
-
- 8. Proprietary Protection. Licensor shall retain sole and exclusive ownership of all right, title, and interest
- in and to the Program and all modifications and enhancements. This Agreement does not provide you with title or
- ownership of the Licensed Program, but only a right of limited use.
-
- 9. Costs of Litigation. If any action is brought by either party to this License Agreement against the other
- party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief
- granted, reasonable attorney fees and expenses of litigation.
-
- 10. Severability. In the event that any terms of this Agreement are or become or are declared to be invalid or
- void by any court of competent jurisdiction, such determination shall have no effect on the remaining terms of this
- Agreement, which shall remain in full force and effect.
-
- 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
- State of California, U.S.A. All actions or proceedings seeking the interpretation and/or enforcement of this
- Agreement shall be brought only in the State or Federal Courts located in Los Angeles County in the State of
- California. Licensor and Consumer hereby submit themselves to the jurisdiction of such courts.
-
- 12. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against
- the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent
- enforcement of rights or subsequent action in the event of future breaches.
-
- 13. No Adequate Legal Remedy. You acknowledge that, in the event of your breach of any of the foregoing
- provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to
- obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's
- right to obtain injunctive relief shall not limit its right to seek further remedies.
-
- 14. U.S. Government Restrictions. This Program is provided with restricted rights. Use, duplication, or
- disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical
- Data and Computer Software clause at DFARS 252.227 - 7013 or subparagraphs (c)(1) and (2) of the Commercial
- Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.
-
-
- Encore is a registered trademark of Encore Software, Inc.
- ⌐ 1999 Encore Software, Inc. All rights reserved.
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- Standard EULA.doc
- 11/17/99
-