SOFTWARE LICENSE AGREEMENT
IMPORTANT – READ CAREFULLY: BY INSTALLING THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This End-User License Agreement (“Agreement”) is a legal agreement between you (an individual or a single entity) and Candelavet (“Candelavet”) for the Software Product which may include software components, media, printed materials, and “on-line” or electronic documentation (“Software”). By installing, copying, or otherwise using the Software, you agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.
The Software is protected by copyright laws and international copyright treaties, as well as by other intellectual property laws and treaties. The Software is licensed, not sold.
1. Grant of License. The Software is licensed as follows:
(a) Single User License. A Single User License grants the right to a single user to use of the Software. You may install the software on one computer. You may not have more than one person using one Single User License at any given time.
If you acquire a Single User License of the Software for business purposes, and install it on a single stand-alone computer, you may, for your convenience, allow the primary user of the Software to also install it on their portable or home computer, so long as the Software is not used on both computers concurrently.
If the Software will be used on both computers at the same time, another license must be purchased.
(b) Backup Copies. You may make copies of the Software for backup and archival purposes only. The backup copies must include all copyright information contained in the original.
(c) Multi-User License (if applicable). If the Software is labeled to allow more than one license, then Candelavet grants you the right to install the Software on a network server, and run it on an internal network, provided that the number of named users does not exceed the number of copies of the Software purchased.
(d) Trial and/or Demo Software (if applicable). If this Software is marked “Trial”, then this license to use the Software under the conditions set herein is granted to you for 30 (thirty) days from the first time you run the Software. After the period specified is over, this grant of license expires.
If this Software is marked “Demo”, it can be used and distributed without limitations.
(e) Not For Resale Software. If this Software is marked “Not for Resale” or “NFR”, your license only permits use for demonstration, testing, or evaluation purposes.
(f) Academic or Educational License (if applicable). If this Software is marked “Academic” or “Educational”, your license only permits use in qualified educational institutions.
2. Maintenance of Copyright Notices. All the native resources, restrictions and copyright notices shipped with the original product must be preserved and included with all copies of the Software.
3. Transfer. You have a permanent right to transfer all your rights under this Agreement to another party by passing all the copies of the Software licensed, together with a copy of this Agreement and the accompanying written materials, provided that the other party accepts the terms of this Agreement.
4. Upgrades. Notwithstanding any other terms in this Agreement, if the Software is licensed as an upgrade or update, then you may only use the Software to replace the previous validly licensed versions of the same Software. You agree that the upgrade or update does not constitute the granting of a second license to the Software (i.e., you may not use the upgrade or update in addition to the Software it is replacing, nor may you transfer the replaced software to a third party).
5. Distribution. You may not distribute, rent, lease, loan or sublicense the Software in whole or in part, or transmit it over a network for use on more computers for which you have no valid License.
6. Prohibition on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not create derivative works based upon the Software in whole or in part, unless otherwise expressly indicated by Candelavet.
7. Support Services. Candelavet may provide support services related to the Software (“Support Services”). The use of the Support Services is governed by the Candelavet policies and programs described in the user manual, in the online documentation and/or other materials provided by Candelavet. Any supplementary software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this Agreement. Any technical information you provide to Candelavet may be used by Candelavet for its business purposes, including product support and development, but not in a form that identifies you personally (unless otherwise agreed between you and Candelavet).
8. Compliance with Applicable Laws. You must comply with all applicable laws regulating the use of the Software. The terms of this Agreement remain in full force and effect unless found unenforceable.
9. Term and Termination of the Agreement. This Agreement takes effect when the Software is installed or used for the first time, and remains valid until terminated. You are free to terminate at any time by destroying the original and any archival copies of the Software, and notifying Candelavet in writing. Candelavet may terminate this License without notice upon your failure to abide by this Agreement.
10. Limited Warranty. Candelavet warrants the performance of the Software substantially in accordance with the Documentation for a period of 30 (thirty) days from the date of original retail purchase (as evidenced by a copy of your receipt). If the Software fails to meet the specifications of the warranty set forth above, your exclusive remedy will be replacement of the CD or a reasonable effort on the part of Candelavet to make the product meet the above warranty specification. This limited warranty applies only if you return all the copies of the Software along with a copy of your paid invoice to the location where you purchased it, within 30 (thirty) days after the purchase. Any Software provided to you for replacement will be further guaranteed for 30 (thirty) days from the date of receipt. EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, Candelavet GIVES YOU NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH YOU. Candelavet SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Candelavet does not warrant that the operation of the Software will be uninterrupted or error-free.
11. Limitation on Liability. NEITHER Candelavet NOR ITS AUTHORIZED REPRESENTATIVES INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR INTENTIONAL DAMAGES, INCLUDING ANY LOSS OF USE, MEDICAL ERROR, LOST PROFITS, INTERRUPTION OF BUSINESS OR LOST SAVINGS, ARISING OUT OF USE OF OR RELATING TO THE SOFTWARE AND THIS LICENSE, EVEN IF A Candelavet REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
12. Export Law Assurances. You agree to comply with all trade regulations and laws foreign and domestic. You agree that the Software licensed under this agreement is subject to the export control laws and regulations of various countries, including the United States, such as, as an example only, and not limitation, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. You will not, without prior U.S. governmental authorization, download or otherwise export, or transfer any Software subject to this agreement either, to any country subject to a U.S. trade embargo (presently Cuba, Iran, North Korea, Sudan, and Syria) or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury.
13. Complete Agreement. The express terms of this Agreement constitute the entire Agreement between you and Candelavet. If the license was purchased for your own use, its terms apply to you. If purchased for corporate use, this Agreement applies to you, your company and the employees of the company.
14. Miscellaneous Provisions
(a) Choice of Law; Venue; Forum. This AGREEMENT shall be governed by the laws of the State of California; without giving effect to principles of conflict of laws. Any dispute arising out of or relating to this AGREEMENT shall be subject to binding arbitration under the then-current Commercial Arbitration Rules of the American Arbitration Association. Judgment may be entered on the arbitrator’s decision by a court of competent jurisdiction. Each of the parties shall pay one-half of the costs and expenses of this arbitration, and each of the parties shall pay separately its counsel fees and expenses.
(b) Entire Agreement; Waiver. This AGREEMENT contains the complete understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of Candelavet to exercise any of its rights under this AGREEMENT or upon any breach of this AGREEMENT shall not be deemed a waiver of those rights or of the breach. No provision hereof shall be deemed waived or modified except in writing.
(d) Assignment, Transfer.Â Candelavet may assign this AGREEMENT in whole or in part. Other than with respect to a Trial Version, you may assign all of your rights under this AGREEMENT to use the Software and may thereafter transfer the Software to another person or legal entity provided that: (i) such transfer is a result of your transferring rights and title in and to your computer and (ii) you also transfer a) this AGREEMENT, and b) the Software and all other software or hardware bundled or preinstalled with the Software on your computer, including all copies, updates, and prior versions to such person or entity; and c) the transferee or receiving party accepts and agrees to comply with all of the terms and conditions contained in this AGREEMENT. Any attempt to assign this AGREEMENT in violation of this Section shall be void. Subject to the foregoing, this AGREEMENT will be binding upon and will inure to the benefit of the parties permitted successors and assignees. Subject to the foregoing, this AGREEMENT will be binding upon and will inure to the benefit of the parties permitted successors and assignees.
(e) Relationship of the Parties. You and Candelavet agree that you are not agents, partners or joint venturers, and that this agreement does not create any fiduciary duty or similar relationship of trust between the parties.
Â© The Software, its Documentation and other materials are copyrighted, with all rights reserved. Under the copyright laws, the Software or related materials may not be copied (including translating into another language or format), in whole or in part, without written consent of Candelavet, except in the normal use or for backup purposes. Copies may not be made for third parties, whether sold or not.
All trademarks acknowledged. Candelavet trademarks may be registered in some countries.