End-User License Agreement
PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE (THE “LICENSE AGREEMENT”). THIS LICENSE AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU (THE LICENSEE) AND FinancialSoft Inc.
If, after reviewing the terms and conditions which follow, you do not wish to be legally bound by its conditions and restrictions, do not download the Software or if the Software has already been downloaded then immediately delete the Software. ONCE THE SOFTWARE HAS BEEN DOWNLOADED, INSTALLED, ACCESSED, OR USED, THIS LICENSE AGREEMENT WILL BE DEEMED TO BE ACCEPTED AND ALL OF THE PROVISIONS OF THIS LICENSE AGREEMENT APPLY, even if the Software is subsequently deleted or returned.
License: Only for the duration of the term you purchased, FinancialSoft hereby grants you the right and license to copy, distribute, and use the Software within your organization and its affiliated entities for up to the total number of computers for which license fees have been fully paid (“Authorized Use”). The end user of this Product agrees to the obligation not to use, duplicate or distribute the Product contrary to the terms of this agreement nor make the Products available to unauthorized third parties or in an unauthorized manner, and not to reverse engineer, convert to other languages, disassemble, de-compile or make any attempt to discover the source code for the Products, or assist any third party to do so. Distribution and/or use of the Software in excess of Authorized Use is not authorized. The Software is provided on a non-exclusive basis, and may not be copied (except for copies made for authorized use, back-up or disaster recovery purposes), modified, enhanced, or merged with another product, without the advance written authorization of FinancialSoft.
This Financial and Metrics Software includes significant elements, including its arrangement, style, organization, algorithms, designs, and logic, which FinancialSoft has maintained as confidential information, which constitute trade secrets of FinancialSoft, and which are protected by U.S. patent, trade secret, and/or copyright law and international treaty. The Software under this License Agreement is the exclusive property of FinancialSoft. This License Agreement grants only a limited license. It does not grant any ownership right or title to, or interest in the Software or any part thereof, and FinancialSoft retains all such rights, title, and interest. All rights that are not expressly granted herein are reserved by FinancialSoft.
No Agency. The relationship between the FinancialSoft and LICENSEE is one of a “license for use” between two independent parties and is not one of agency, commercial agency, employee/employer, joint venture, partnership, or any other form of legal association. LICENSEE agrees not to represent itself as an agent, commercial agent, employee/employer, joint venture, partner, or other legal associate of FinancialSoft.
Ownership of Intellectual Property Licensee/user of this software/material expressly agrees and acknowledges that he/she has no rights in the FinancialSoft products and/or services and hereby expressly waives any ownership or claim to the FinancialSoft products now or, by its use of the FinancialSoft products, any claim or right in the future expressions of this software.
Disclaimer of Warranty: THIS FINANCIAL/METRICS SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY EXCEPT AS PROVIDED IN THE FOLLOWING PARAGRAPH. FinancialSoft DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT AND PERFORMANCE. Some jurisdictions do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to you.
Limited Warranty: FinancialSoft warrants that the Software covered by this License Agreement will, for a period of thirty (30) days following its installation of each copy of the Software into your workplace environment, operate in accordance with the specifications found in the instructions accompanying the Software. This warranty gives you specific rights, and you may have other rights which vary from jurisdiction to jurisdiction.
Limitation of Liability: FinancialSoft makes no representations or warranties that the operation of the Software will be uninterrupted or error free, or that it will produce the results desired by the Licensee, except to the extent described in the instructions provided by FinancialSoft and warranted under the Limited Warranty above. Even if errors in the Software are reported to FinancialSoft, the FinancialSoft shall not be liable for any special, incidental or consequential damages including damages for loss or business, loss of profits, business interruption, for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to, lost time, lost savings, lost data, lost fees, or payments LICENSEE makes to its employees, agents or independent sales representatives, or expenses of any kind in any manner, however caused and on any theory of liability arising from your use, or the inability of Licensee to use, the Software, even if FinancialSoft has been advised of the possibility of such damage.
Licensee Remedy: If FinancialSoft is liable to Licensee for the breach of any of FinancialSoft’s obligations under the License, Licensee’s sole and exclusive remedy shall be, at FinancialSoft’s option, to either receive a refund for the price Licensee paid for the use of FinancialSoft’s Software (less any taxes, shipping fees, etc.), or the repair or replacement of any defective Software within 30 days of notification of the breach. The parties agree that this Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Any controversy or claim between the parties hereto that may arise out of or relate to this agreement, the breach hereof, or any resulting transaction shall be submitted for JAMS mediation of a negotiated settlement. In the event any such mediation is unsuccessful, the parties agree that any such controversy or claim shall be decided by JAMS Arbitration in Santa Rosa California. The prevailing party in any action brought shall be entitled to reasonable attorney fees and costs in addition to any other relief that may be granted.
Limitation on Exports: You agree that you will not export or re-export the Software outside of the United States to any individual other than those employed by the Licensee, business, third party, or other entity, or to any country subject to United States export restrictions. Any licensee who receives the Software outside the United States agrees not to re-export the Software except as permitted by laws of the United States.
U.S. Government Rights: If you are obtaining Software on behalf of any part of the United States Government, the Software shall be deemed “commercial Software” and “commercial computer Software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this License Agreement, and this License Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
Miscellaneous: You may make one backup copy of the Software, provided you agree not to grant access to such backup Software to any other individual or business entity. You agree not to alter or delete any copyright notice which is included with the Software. Except as expressly stated herein, there are no other agreements, understandings between the parties, or obligations on the part of FinancialSoft relative to the Software.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND UNDERSTAND IT, AND THAT BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES. THIS LICENSE AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SOFTWARE OR THIS LICENSE AGREEMENT.