This is a legally binding Agreement between you and AddinShare ("AddinShare"). By downloading AddinShare supplied software products ("Software") electronically for any purpose, you are agreeing to be bound by these terms and conditions, including the Software license and disclaimer of Software warranty below. Please read this document carefully before downloading and trying or using the Software. If you do not agree with any of the terms and conditions of this Agreement do not select "I agree" below, and the Software will not be downloaded.
1. Fees, Orders and Payment
(a) License or Subscription Fees
Individual Software license or subscription fees quoted by AddinShare, unless otherwise stated, do not include installation charges, or any value added, sales, use or other taxes levied or based on license fees or on the licensing or use of Software, if applicable. AddinShare will include any applicable taxes (excluding taxes based on AddinShare's net income) or other agreed charges in its invoice to you as a separate item, and you agree to pay them or, if applicable in the case of educational, charitable or other approved use classes or under local law in the country of use, to supply appropriate tax exemption certificates in a form satisfactory to AddinShare.
(b) Order Information: Terms of Payment
You agree that AddinShare may require you to submit a written purchase order for each Software limited license, by facsimile transmission or otherwise, including an invoice-to address. If AddinShare has approved your use of an indirect payment method for your order, you agree that you will provide AddinShare with all reasonably requested information including, as applicable, payment card, credit card, personal identification or other similar information. You certify that all information you provide will be accurate, complete and current, and that you will pay all charges incurred by AddinShare in connection with AddinShare's use of your account, credit card or other payment mechanism. For purchases on account you agree to make payment in full within thirty (30) days of the invoice date.
WARNING: ANTI-FRAUD DETECTION NOTICE
PLEASE NOTE: TO COMBAT FRAUD AddinShare MAY GATHER IDENTIFYING INFORMATION ABOUT THE COMPUTER RUNNING THE BROWSER SOFTWARE. THIS INFORMATION INCLUDES, BUT MAY NOT BE LIMITED TO, THE IP ADDRESS. AddinShare WILL KEEP THIS INFORMATION CONFIDENTIAL EXCEPT THAT IT WILL BE SUPPLIED TO PROSECUTING OR REGULATORY AUTHORITIES IN CONNECTION WITH FRAUD OR OTHER INVESTIGATIONS.
2. Grant of License and Software Use Restrictions; Evaluation Licenses
(a) Restricted Licenses
In consideration for your entering into this Agreement and for your payment of any applicable license or subscription fee under Article 1 above, AddinShare as owner or contracted distributor of the Software will grant you the licensee a personal, non-transferable (except as expressly stated in Article 5 below) and non-exclusive right to EITHER:
(i) install, use and execute the Software on a computer system (a "System"), OR
(ii) incorporate the Software into your application for onward resale in such manner as will prevent the Software from being separately identified and extracted, OR
(iii) resell the Software, without using the same, subject to these terms and conditions of license or their legal equivalent and subject to any express restrictions in the license terms of the individual Software product described in the Licensing Information on the AddinShare Web Site;
together in each case with any additional rights granted in the license terms of the individual Software product described in the Licensing Information on the AddinShare Web site.
For the avoidance of doubt the rights set out in (i), (ii) or (iii) above are mutually exclusive. You also undertake to adhere to all of the license terms and conditions issued with each Software product. In the event of any conflict or inconsistency of terms, the license terms of the individual Software product take precedence over this AddinShare End User License Agreement.
You agree that you will not reverse engineer, de-compile or disassemble any portion of any Software. If you intend to do so in reliance on claimed legal rights you agree that you will first give AddinShare a minimum three calendar months' written notice of such intention. If you dispose of any media or apparatus containing Software, you will ensure that you have completely erased or otherwise destroyed any Software contained or stored on them. Except as expressly provided in Article 5 below, you may not distribute, lease, transfer for profit, loan or otherwise convey the Software or any part of it to anyone.
(b) Evaluation Licenses
AddinShare may provide the demonstration versions of the Software at no charge to you, for evaluation purposes only. This evaluation Software is licensed to you with all the rights set out in Article 2(a) above, but with a limited license term, operability and/or functionality. You agree and acknowledge that AddinShare provides evaluation Software solely for demonstration purposes and not for long term use. On your accepted order, and payment of the applicable fee, AddinShare will provide a key or other mechanism to you for conversion of an evaluation limited license to a non-evaluation, full restricted license.
(c) Access License
Information and data relating to all Software available from AddinShare is provided solely for the purpose of giving you access to Software for evaluation or business use on the terms and conditions of this License Agreement. Amending, printing or other use of AddinShare artwork or images, and the rental, lending, networking, resale, remote access, transmission or inclusion on a bulletin board of AddinShare artwork, images or content is strictly prohibited.
3. Copying Restrictions
In order to effect the license rights granted to you, you may install Software by copying it onto the hard disk or into the CPU memory of a System for use on that System, and you may make full or partial copies of Software, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies will be solely under the terms and conditions of this Agreement, and (ii) you will reproduce the same proprietary and copyright notices and legends on all copies, as shown by AddinShare or the Software proprietor.
4. Ownership of Software and Media
You agree and acknowledge that AddinShare, on behalf of itself or any Software proprietor, transfers no ownership interest in any Software or part Software, or in the intellectual property (including but not limited to copyright) in any Software or in any Software copy, to you under this Agreement or otherwise, and that AddinShare and its licensors as applicable reserve all rights not expressly granted to you in this License Agreement.
In the case of CD-ROM or other media-based Software, after you pay any applicable initial license fees, and after you have signified your agreement to these terms and conditions, title to the CD or other media will pass to you, but AddinShare and its licensors as applicable will retain ownership and copyright of all Software on the CD or other media and of all copies you make of all or part of any Software, at all times and for all purposes.
5. Transfer Restrictions
If you transfer ownership or control of any System containing Software, you may transfer Software and all licenses and rights in Software granted to you under this Agreement to the transferee provided that:
(i) the transferee agrees in writing to accept the terms and conditions of this Agreement,
(ii) you provide name and address details of the transferee to AddinShare and,
(iii) you also transfer all Software, including all copies, to the transferee.
Except as provided in this Article, you may not sublicense, transfer or assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part.
6. Export Restrictions
You may not export or re-export any Software or other technology received under this License Agreement except in full compliance with all United Kingdom and United States of America applicable laws and regulations. In particular, none of the Software or technology may be exported or re-exported into (or to a national or resident of) any country to which the US, the UK or Japan embargoes goods, or to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Denial Orders.
7. Term; Termination
The term of this Agreement will commence when you electronically download or receive any Software by any means and, unless terminated earlier as provided in this Article, will continue in perpetuity, subject to any limited subscription period stated in the individual Software product license, and EXCEPT THAT the term of your license to use evaluation Software will be thirty (30) days or such other period as AddinShare designates at the time you download or AddinShare delivers the evaluation Software to you. If you fail to fulfil any of your material obligations under this Agreement, AddinShare and/or its licensors may pursue all available legal remedies to enforce this Agreement, and AddinShare may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under it. You agree that any AddinShare licensors referenced in any Software are third party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if AddinShare terminates this Agreement for your default, you will, within thirty (30) days after termination, deliver to AddinShare or render unusable all Software originally provided to you under this Agreement including any copies you have made.
8. Governing LawThis Agreement will be governed by and interpreted in accordance with (a) if you are a North or South American legal entity, the laws of the State of Georgia, USA under the exclusive jurisdiction of the Georgia Courts; (b) if you are a Japanese legal entity, Japanese Law under the exclusive jurisdiction of the Japanese Courts; (c) if you are a legal entity anywhere else in the world, English Law under the non-exclusive jurisdiction of the English Courts.
9. Limited Software Warranty and Disclaimers
AddinShare supplies Software either on its own behalf or as a licensed distributor of third party proprietary owners.
(a) AddinShare owned Software
AddinShare warrants to you that, in the case of any Software it has identified as its own property, that Software will substantially conform to the applicable AddinShare specification in effect at the date of delivery for a period of three calendar months. AddinShare's sole obligation under this warranty is limited to responding to your calls and to using all reasonable endeavours to correct reported problems by supplying you with a corrected version of the Software.
AddinShare DOES NOT WARRANT THAT:
(i) OPERATION OF ITS SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE SOFTWARE ARE CORRECTABLE OR WILL BE CORRECTED; OR
(ii) THAT FUNCTIONS CONTAINED IN ITS SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU TO MEET YOUR REQUIREMENTS. AddinShare'S WARRANTY OBLIGATIONS WILL BE VOID IF ITS SOFTWARE IS MODIFIED WITHOUT THE PRIOR WRITTEN CONSENT OF AddinShare.
(b) Third Party Proprietary Software
All third party proprietary Software is supplied with the benefit of warranties, if any, offered by the third party owners and reproduced by AddinShare. TO THE FULLEST EXTENT PERMITTED BY LAW AddinShare DOES NOT ITSELF WARRANT THIRD PARTY PROPRIETARY SOFTWARE IN ANY WAY, INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE, RELIABILITY OR FUNCTIONALITY, AND AddinShare DOES NOT ACCEPT ANY RESPONSIBILITY FOR PERFORMANCE OF WARRANTY TERMS BY THIRD PARTY SOFTWARE OWNERS.
(c) CD or Other Media
AddinShare warrants that any CD or other media provided to you under this Agreement is free from defects in materials and workmanship under normal use for a period of three calendar months from date of supply. If you return a defective CD or other media to AddinShare or an authorised AddinShare representative during the warranty period with proof of purchase AddinShare will, at its sole option, either replace the defective CD or other media or refund the purchase price for it. This warranty will not apply to any media that has been damaged by abuse, act of God, accident or misuse.
AddinShare warrants that it has used all reasonable efforts to ensure that all AddinShare content and all Software is free from all publicised viruses known to exist on the date of supply. In the event that such a known and publicised virus is discovered and reported to AddinShare by you within one calendar month of the date of supply AddinShare will at your option replace the affected Software or, if applicable, the CD or other media containing the Software or refund the purchase price for the same. IT IS YOUR RESPONSIBILITY TO CHECK FOR VIRUSES BEFORE USING ANY SOFTWARE AND AddinShare DISCLAIMS ANY OTHER OR FURTHER LIABILITIES TO YOU FOR ANY VIRUS-CAUSED DAMAGE.
EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, AddinShare DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED IN LAW OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY LAW, AND THE ABOVE WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF AddinShare FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH SOFTWARE, OR YOUR USE OF SOFTWARE OR ANY CD OR OTHER MEDIA, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Intellectual Property Rights Protection
If any third party brings a suit against you, based on a claim that any Software supplied to you under this Agreement constitutes direct infringement of any patent issued or design registered in the United States of America, United Kingdom or Japan or of any United States of America, United Kingdom or Japanese patent, design right, copyright or trade secret, AddinShare will defend such suit or proceeding and will pay any damages and costs finally awarded against you with respect to such matter, together with reasonable attorneys' fees, provided that you promptly inform AddinShare of any claim, with a copy of each communication, notice or other action relating to the alleged infringement and give AddinShare the authority, information and assistance necessary to settle, compromise, or litigate such suit or proceeding, directly or by the applicable third party proprietary owner of affected Software.
Following notice of a claim or a threatened or actual suit, AddinShare may, without obligation to do so, at its sole option:
(a) procure for you the right to continue to use the Software as supplied,
(b) replace or modify the Software to make it non-infringing, or
(c) discontinue your license for the Software and refund to you any license fee that you paid for it, less a reasonable value for use, determined by prorating the license fee on the basis of a thirty-six calendar month straight line depreciation method, applied to the period of actual use.
AddinShare will not be obliged to defend or be liable for costs and damages if the infringement claim arises out of:
(i) use or combination of Software with software not supplied by AddinShare,
(ii) use of other than the latest unmodified release of Software made available to you by AddinShare if such infringement would have been avoided by the use of such release of Software,
(iii) modification of Software by anyone but AddinShare, or
(iv) use of Software after receiving notice, or having reason to believe, that Software infringes an intellectual property right of a third party.
THE ABOVE STATES YOUR EXCLUSIVE REMEDY AND AddinShare'S ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OF ANY PATENT, DESIGN RIGHT COPYRIGHT OR TRADE SECRET BY THE SOFTWARE, AND AddinShare WILL HAVE NO LIABILITY WITH RESPECT TO ANY OTHER INTELLECTUAL PROPERTY RIGHT.
11. Limitation of Liability
IN NO EVENT WILL AddinShare OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF INSURANCE COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS, OPPORTUNITY OR GOODWILL, OR PROPERTY DAMAGE), WHETHER OR NOT AddinShare HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OR LIABILITY ARISING OUT OF THIS LICENSE AGREEMENT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. AddinShare'S DIRECT LIABILITY FOR BREACH OF CONTRACT ARISING OUT OF THIS SOFTWARE LICENSE AGREEMENT AND/OR YOUR USE OR POSSESSION OF PARTICULAR SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE LICENSE FEE CHARGED BY AddinShare FOR THAT SOFTWARE. AddinShare'S LIABILITY IN TORT FOR DEATH OR PERSONAL INJURY CAUSED BY USE OF SOFTWARE OR BY THE NEGLIGENCE OF AddinShare OR ITS EMPLOYEES IS UNLIMITED BUT AddinShare'S LIABILITY IN NEGLIGENCE OR OTHER TORT FOR DAMAGE OR LOSS TO PROPERTY WILL NOT EXCEED FIVE HUNDRED THOUSAND US DOLLARS ($5000) PER EVENT OR SERIES OF CONNECTED EVENTS.