IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING WITH THE INSTALLATION PROCESS OF THE ACCOMPANYING SOFTWARE (the "Software"). BY INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE AND PROMPTLY RETURN THIS PACKAGE AND THE REST OF THE PRODUCT TO YOUR SUPPLIER FOR A REFUND ACCORDING TO THE TERMS OF THEIR REFUND POLICIES.
PART 1: DEFINITIONS
1. ("GEOCEL") refers to GeoCel International, Inc.
2. ("LICENSEE") refers to the entity acquiring this license, or licenses.
3. ("OBJECT") refers to the DvMailer.dll object.
4. (ôDOCUMENTATIONö) Information provided to licensee to assist with installation, documentation, sample uses, and other information helpful to using the software.
5. (ôSERIAL NUMBERö) refers to a unique number assigned to each purchase of a license or group of licenses of the SOFTWARE.
6. ("SOFTWARE") collectively refers to the OBJECT, and any associated DOCUMENTATION.
7. ("LICENSING") refers to the manner in which the LICENSEE has licensed the SOFTWARE from GEOCEL.
8. ("APPLICATION") refers to a computer program designed to utilize the SOFTWARE.
PART 2: EVALUATION LICENSE:
1. Evaluation License: GEOCEL provides evaluation, or trial demo, versions of its SOFTWARE. GeoCel grants you a non-exclusive license to use the Evaluation Version of our SOFTWARE free of charge for the purpose of evaluating whether you wish to purchase an ongoing license for the SOFTWARE.
2. DISCLAIMER OF WARRANTY.
THE SOFTWARE PROVIDED FOR EVALUATION AND THE DOCUMENTATION/ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT IS MADE BY GEOCEL, OR THE GEOCEL PRODUCT. FURTHER, GEOCEL DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE QUALITY, RESULTS AND PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION IS ASSUMED BY YOU. IF THE SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, YOU, AND NOT GEOCEL OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
3. WARNING. The SOFTWARE provided for evaluation purposes are fully functional but will become non-functional in that they are limited either by time or quantity of transactions allowed following initial installation onto your computer. The specific limitations are noted upon installation. GEOCEL disclaims all liability and responsibility for any loss of data or other information that may occur as a result thereof.
PART II: TERMS APPLICABLE TO ALL LICENSES PAID:
1. License.
NON-DISTRIBUTION LICENSE:
GEOCEL grants to the LICENSEE a non-exclusive royalty free license to use the SOFTWARE internally, not for distribution. Licensing is by CPU, or computer processor. If you purchased a single CPU license, you may install and use one (1) copy of the SOFTWARE on a single computer that has a maximum of one (1) CPU. If the computer that the SOFTWARE will reside on has 2 CPUs (dual-processor system), 2 licenses must be purchased. You may not network the SOFTWARE. Additional licenses must be purchased for installation on additional computers based upon CPU.
REDISTRIBUTION LICENSE:
GEOCEL grants to the LICENSEE a non-exclusive royalty free license to distribute the SOFTWARE as an integral part of an APPLICATION or APPLICATIONS owned and copyrighted by LICENSEE. This is provided that: (1) the APPLICATION does not compete with the SOFTWARE in any way, of which is at the sole discretion of GEOCEL, and (2) the APPLICATION includes the following comment in its source code:
"This application utilizes a licensed copy of DevMailer which is copyrighted and owned exclusively by GeoCel International, Inc. All rights reserved. The use of this SOFTWARE outside of the context of this application is a violation of federal copyright laws and international treaty provisions."
2. Copying, Transferring or Modifying SOFTWARE.
You may make a single copy of the SOFTWARE for backup and archival purposes only, provided that any copy must contain all proprietary notices included in the original. You may use the DOCUMENTATION to assist in your use of the SOFTWARE. If you download the SOFTWARE without physical delivery of DOCUMENTATION, you may review the DOCUMENTATION online, but you may not make further copies of the DOCUMENTATION. You own the media on which the SOFTWARE is recorded, but not the SOFTWARE itself or any copy of it. This license is not a sale of the original or any copy of the SOFTWARE.
The SOFTWARE contains copyrighted material, trade secrets and other proprietary intellectual property. You may not permit concurrent use of the SOFTWARE. You may not permit other individuals to use the SOFTWARE except under the terms listed above. You may not decompile, disassemble, reverse-engineer or otherwise display the SOFTWARE in human-readable form. You may not modify, translate, rent, lease, distribute or lend the SOFTWARE, and you may not sell to others the right to use the SOFTWARE on your computer. You may not remove any proprietary notices or labels on the SOFTWARE. You may not copy, transfer, transmit, sublicense or assign this license or the SOFTWARE except as expressly permitted in this Agreement.
A SERIAL NUMBER will be provided by GEOCEL upon purchase of any license and must be maintained by LICENSEE as proof of purchase for technical support and SOFTWARE upgrades. GEOCEL is not responsible for lost SERIAL NUMBERS by LICENSEE.
3. Term. This Agreement and license are effective from the time you accept the terms of this Agreement until this Agreement is terminated. You may terminate this Agreement at any time by destroying all copies of the SOFTWARE. This Agreement will terminate immediately and without further notice if you fail to comply with any provision of this Agreement. All obligations of confidentiality and restrictions on use will survive termination of this Agreement. Upon termination, you agree to destroy all copies of the SOFTWARE.
4. Limited Warranty. GeoCel warrants that the media on which the SOFTWARE is furnished will be free from defects in materials and workmanship under normal use for thirty (30) days from the date you received the SOFTWARE, as shown by your receipt. This warranty is limited to you and is not transferable. This warranty does not cover damage caused by improper use or neglect. GeoCelÆs entire liability and your exclusive remedy shall be, at GeoCel's option (i) to replace the defective media; (ii) to advise you how to achieve substantially the same functionality with the SOFTWARE as described in the DOCUMENTATION through a procedure different from that set forth in the DOCUMENTATION; or (iii) to refund the license fee you paid for the SOFTWARE.
THE SOFTWARE PROVIDED FOR EVALUATION AND THE DOCUMENTATION/ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT IS MADE BY GEOCEL, OR THE GEOCEL PRODUCT. FURTHER, GEOCEL DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE QUALITY, RESULTS AND PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION IS ASSUMED BY YOU. IF THE SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, YOU, AND NOT GEOCEL OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
GEOCEL does not warrant that the functions contained in the SOFTWARE will meet your requirements or operate in the combination that you may select for use, that the operation of the SOFTWARE will be uninterrupted or error free, or that defects in the SOFTWARE will be corrected. No oral or written statement by GEOCEL or by a representative of GEOCEL shall create a warranty or increase the scope of this warranty.
GEOCEL DOES NOT WARRANT THE SOFTWARE AGAINST INFRINGEMENT OR THE LIKE WITH RESPECT TO ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY AND DOES NOT WARRANT THAT THE SOFTWARE DOES NOT INCLUDE ANY VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNATED TO PERMIT UNAUTHORIZED ACCESS; TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE, OR DATA; OR TO PERFORM ANY OTHER SUCH ACTIONS.
Any warranties that by law survive the foregoing disclaimers shall
terminate ninety (90) days from the date you received the SOFTWARE, as shown by your receipt.
5. Limitation of Liability. YOUR SOLE REMEDIES AND GEOCEL'S ENTIRE LIABILITY ARE SET FORTH ABOVE. IN NO EVENT WILL GEOCEL OR ITS DISTRIBUTORS OR DEALERS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE SOFTWARE, THE INABILITY TO USE THE SOFTWARE, OR ANY DEFECT IN THE SOFTWARE, INCLUDING ANY LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You agree that GEOCEL and its distributors and dealers will not be liable for defense or indemnity with respect to any claim against you by any third party arising from your possession or use of the SOFTWARE or the DOCUMENTATION.
In no event will GEOCEL's total liability to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount you paid for this product.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, AND SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
6. Export Control Laws. You agree to comply with all laws, rules and regulations applicable to the export of the SOFTWARE or the Documentation. Specifically, you shall not export, re-export or transship the SOFTWARE or the Documentation, or the direct product thereof, in violation of any United States laws and regulations which may from time to time be applicable. None of the SOFTWARE or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, Serbia, Montenegro, North Korea, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Order. By downloading or using the SOFTWARE, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
7. High Risk Activities. The SOFTWARE is not fault-tolerant and is not designed, manufactured or intended for use or resale as control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the SOFTWARE could lead directly to death, personal injury, or serve physical or environmental damage. GEOCEL and its suppliers specifically disclaim any express or implied warranty of fitness for any high risk uses listed above.
8. Governing Law and Interpretation. This Agreement shall be interpreted under and governed by the laws of the State of Texas, without regard to its rules governing the conflict of laws. If any provision of this Agreement is judicially determined to be invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable, and shall be enforced to the maximum permissible extent.
9. Entire Agreement. This Agreement is the complete agreement between GEOCEL and you and supersedes all prior agreements, oral or written, with respect to the subject matter hereof.
If you have any questions concerning this Agreement, you may write to:
GeoCel International, Inc. 620 Congress, Suite 320, Austin, TX 78701.
