eValid -- (SR) Software Product License Agreement -- EULA

eValid (SR) -- SOFTWARE PRODUCT LICENSE AGREEMENT -- EULA

PLEASE CAREFULLY READ THE FOLLOWING BEFORE USING THE SOFTWARE BEING LICENSED TO YOU BY SOFTWARE RESEARCH, INC. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF EACH OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH WHAT THIS AGREEMENT SAYS, DO NOT USE THE SOFTWARE. PROMPTLY RETURN THE SOFTWARE (INCLUDING WRITTEN MATERIAL) TO SOFTWARE RESEARCH, INC. FOR A FULL REFUND OR CREDIT.

In consideration of the payment of license use fees or other compensation, Software Research, Inc., hereinafter referred to as "SR", grants a non-exclusive non-transferable license to use the eValid Software product, as defined herein, under the following terms and conditions.

  1. DEFINITIONS. "Software" refers to those computer program products, supplied on tape, diskette, CD-ROM, or other distribution media, which you have licensed from SR, together with all documentation and manuals furnished therewith, and includes any future new Software shipped or made available to you by SR. "Site Location" refers to a physical location associated with a single address, and includes the floors of a single building or adjoining buildings when linked together by a physical system. "Host Computer" refers to a computer with the capability of loading the software, executing the software, and/or distributing it across a physical network.

  2. TITLE. Title to and ownership of the Software, and all copies thereof, including product documentation and product-produced scripts, shall at all times reside with SR or with SR's licensors in the event the Software is provided by SR under license from a third party. The intellectual property embodied in this software product is protected by: and by other patents applied for.

  3. GRANT OF LICENSE. SR grants you a non-exclusive and non-transferable right and license to use the Software on the host or assigned computer only, or if your license fee includes multiple computers or simultaneous use at your site, for all machines within a single Site Location. Any attempt to sublicense, transfer to an unlicensed machine, or assign the Software or the rights or obligations under this license to any party without the prior written approval of SR shall be void.

  4. SCOPE OF LICENSE. You may make additional copies of the product in support of the use of the Software on Host Computer(s) at other Site Locations with the written approval of SR, provided that such right has been specifically identified in your license fee agreement. Copies may be made only to the extent required to support the use of the Software. You must reproduce and include the copyright notice and the proprietary notices of SR or its licensors on the original and on all copies of the Software. In the event that SR provides you with a new version of the Software, or authorizes you to make additional copies of new versions of the Software to replace the Software licensed hereunder, then such replacement Software and all copies thereof shall be covered by and subject to the terms and conditions of this License Agreement. Copies of old versions of Software shall continue to be subject to this Agreement until destroyed by you or returned to SR.

  5. CONFIDENTIALITY AND RESTRICTIONS. The Software constitutes valuable proprietary assets of SR, embodying substantial creative efforts and significant expenditures of time and money. You hereby agree to observe complete confidentiality with respect to the Software, including but not limited to the following: (a) you agree to limit access to the Software and to assure that anyone who is permitted access to the Software is made aware of and agrees to abide by the obligations imposed on you under this Agreement; (b) you agree not to alter or remove SR proprietary and copyright notices from the Software and to reproduce and include such notices on any copies of merged portions in any form of the Software; (c) you agree not to attempt to disassemble, decompile or otherwise reverse-engineer the Software; (d) you agree not to make unauthorized copies of all or any portion of the Software; (e) you agree not to sell, rent, sublicense, transfer, distribute, act as a service bureau, or give or otherwise disclose, distribute or transfer to any third party any portion of the Software or copies thereof; (f) you agree that you will not use the Software in any manner on a licensed or unlicensed machine to provide a local or non-local service bureau, time-sharing, hosted application service or other computer service providing any of the end-user benefits of the Software for any third party, whether or not for direct or indirect fee or other valuable commercial compensation or consideration; (g) you agree not to interfere with, block, or disable by any means, any built-in monitoring, execution-time tracking and temporal license validity features of certain licenses or license classes of the Software that are authorized for pre-purchase evaluative use of the Software, or are provided for commercially licensed monitored or authenticated use of the Software; (h) you agree that in the event of an unauthorized reproduction, transfer or disclosure of any part of the Software, SR will not have an adequate remedy at law, and therefore injunctive or other equitable relief will be appropriate to restrain such reproduction, transfer or disclosure, threatened or actual; (i) you agree that your company name may be used by SR in its customer list and promotional material; you also agree that, with your subsequent and explicit permission, which permission shall not be unreasonably withheld, that SR may issue a news announcement regarding your company having licensed SR's products; (j) you agree not to execute or simulate, or attempt to execute or simulate, any script created by the Software on any utility or software product other than through use of mechanisms that are provided by the Software; (k) you agree that evaluation copies or demonstration copies of the Software that may be provided to you on a short term basis will be used only to determine suitability of the Software for purchase of a license for use of the Software, and will not be used for commercial purposes or for beneficial effect of any kind; (l) you agree not to execute, or attempt to execute, the Software on any cloned machine images or virtual machine systems that may duplicate key license limitations or key license checking parameters, except in accordance with written authorization of SR.

    You agree that the provisions regarding restrictions on use and confidentiality contained in this Agreement shall survive any termination of this Agreement.

  6. MEDIA WARRANTY. SR warrants to you that any media on which the Software is furnished shall be free from defects in material and workmanship under normal use for a period of thirty (30) days from the date of shipment. SR will replace any media that fails during the warranty period and is returned to SR under warranty.

  7. LIMITATION OF LIABILITY. THE FORGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES ARE NOT TRANSFERABLE. IN NO EVENT WILL SR BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE, PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE, INCLUDING ANY LOST PROFITS OR LOST DATA, EVEN IF SR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

    SR's liability to you for actual damages for any cause whatsoever, and regardless of the form of action, will be limited to the money paid for the SR Software that caused the damages or that is the subject matter of, or is directly related to, the cause of action.

  8. TERM. This Agreement, together with SR's terms and conditions of sale, sets forth the entire agreement with respect to the license of the Software to you by SR. This license shall remain in effect until terminated. You may terminate this license by returning all copies and modifications and by destroying all merged portions of the Software in your possession. The license granted under this Agreement will terminate automatically without notice if you violate any of the terms and conditions of this Agreement. You agree upon such termination to promptly return to SR all the Software and all related documentation and certify in writing the destruction of all copies of either in any form.

  9. EXPORT REGULATIONS. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export and import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

  10. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, except for that body of law dealing with conflicts of law. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

  11. U.S. GOVERNMENT RESTRICTED RIGHTS. If this SR Software is acquired by on behalf of a unit or agency of the United States Government, this provision applies. This SR Software (a) was developed at private expense, and no part of it was developed with government funds; (b) is a trade secret of SR for all purposes of the Freedom of Information Act; (c) is "commercial computer software" subject to limited utilization as provided in the contract between the vendor and the government entity; and (d) in all respects is proprietary data belonging solely to SR. For units of the Department of Defense (DoD), this SR software is sold only with "Restricted Rights" as that term is defined in the DoD supplement to the Federal Acquisition Regulations 52,227-7013 and: use, duplication, or disclosure is subject to restrictions as set forth in subdivision (b) (3) (ii) of the Rights of Technical Data and Computer Software clause 52.227-7013.

YOU ACKNOWLEDGE THAT:

  1. YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS;

  2. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND CONTRACT BETWEEN US AND SUPERSEDES ANY AND ALL PRIOR OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF; AND

  3. THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED EXCEPT IN WRITING SIGNED BY BOTH YOU AND SR.

Should you have any questions concerning this Agreement, please contact:

SOFTWARE RESEARCH, INC.
eValid Division
P. O. Box 410453
San Francisco, CA 94141 USA

Phone: +1 (415) 861-2800
FAX: +1 (415) 861-9801
Information Request
WebSite: http://www.software-research.com