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 AND NOTIFY YOUR SUPPLIER TO RECEIVE A REFUND.
1. License. Runtime Labs, Inc. ("RUNTIME LABS") grants to the Licensee purchasing this copy of MacSQL Monitor Software a nonexclusive, nontransferable license to use the MacSQL Monitor software and other software contained in this package (collectively the "Software") and its documentation for use in accordance with this License. Notwithstanding anything to the contrary herein, any license agreement included in any third party software component(s) shall set forth Licensee's rights with regard to such software component(s) and shall take precedence over the terms and conditions of this software license agreement to the extent they are inconsistent. RUNTIME LABS retains 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 licenses that were purchased. "User(s)" means Licensee, if Licensee is an individual purchasing the Software, or if Licensee is a commercial entity or government agency, its current employees. Subject to the limitations of this License, each authorized User may use the Software on any computer on which it functions.
2. Restrictions. This License sets forth the terms and conditions governing the use of the Software and documentation. Licensee may not rent or lease the Software or its documentation. Licensee may transfer the software license to another entity as long as they remove all copies of the software. The Software contains copyrighted material, trade secrets and other proprietary material. Licensee must reproduce on all such copies of the Software the copyright notices and any other proprietary legends that were on the original copy of the Software. Licensee shall not, without the prior written permission of RUNTIME LABS, nor permit anyone else to, decompile, reverse engineer, disassemble or otherwise reduce the Software to a human perceivable form, or to modify, network, rent, lease, loan, distribute, or create derivative works based upon the Software or the documentation in whole or in part. Licensee shall not make copies of the copyrighted Software documentation without the prior written permission of RUNTIME LABS, except for hard copy versions for use by the Licensee.
3. 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 RUNTIME LABS if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of the Software and its documentation.
4. Government End Users. If Licensee is acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the Software is supplied to the Department of Defense ("DOD"), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Software is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.
5. 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. Information regarding third party services, if any, is provided as a convenience only, without warranty by RUNTIME LABS, and will be governed solely by the terms agreed upon between Licensee and the third party providing such services. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, RUNTIME LABS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. RUNTIME LABS 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, RUNTIME LABS 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 RUNTIME LABS 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 RUNTIME LABS, ITS AFFILIATES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS 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 RUNTIME LABS 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 RUNTIME LABS'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. 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 New York, as applied to agreements entered into and to be performed entirely within New York between New York 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.
12. 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 RUNTIME LABS. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of RUNTIME LABS.
