THIS VISIO CORPORATION LICENSE AGREEMENT ("LICENSE AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND VISIO CORPORATION, INCLUDING ITS SUBSIDIARY VISIO INTERNATIONAL LIMITED (TOGETHER, "VISIO CORPORATION"), FOR THE SOFTWARE PRODUCT. BY USING THE SOFTWARE PRODUCT, YOU ARE AGREEING UNCONDITIONALLY TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, EVEN IF THIS LICENSE AGREEMENT IS DEEMED A MODIFICATION OF ANY PREVIOUS ARRANGEMENT OR CONTRACT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT USE THE SOFTWARE PRODUCT. INSTEAD, YOU MAY RETURN THE SOFTWARE PRODUCT TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND (IF APPLICABLE).
Software Product License
The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold.
For purposes of this License Agreement, "Software Product" refers to the computer software and associated media, printed materials, and "online" or electronic documentation, including without limitation any and all executable files, add-ons, stencils, templates, SmartShapes(r) symbols, filters, tutorials, help files and other files, that accompany the Visio Corporation product identified above, herein or in the accompanying documentation; "Use" means storing, loading (whether into temporary memory (i.e., RAM) or into permanent memory (e.g., hard disk, CD-ROM or other storage device)), installing, executing or displaying the Software Product; and "You" means the company, entity or individual whose funds are used to pay the license fee or who has otherwise acquired the Software Product.
1. Grant of License
Software Product. Visio Corporation grants You the non-exclusive, non-sublicensable, limited license to Use one copy of the Software Product on a single computer only for a period of thirty (30) days from the date of first Use by You, subject to the terms and conditions of this License Agreement.
2. Ownership
Title, ownership rights and intellectual property rights in and to the Software Product shall remain in Visio Corporation and its suppliers and are protected by US and international copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold. There is no transfer to You of any title to or ownership of the Software Product and the license granted under this License Agreement should not be construed as a sale of any right in the Software Product. You must treat the Software Product like any other copyrighted materials (e.g., a book or musical recording) except that You may make one copy of the Software Product solely for backup or archival purposes (with the inclusion of all copyright and other proprietary notices), only as long as You otherwise comply with the terms and conditions of this License Agreement. You may not make additional copies of the Software Product.
You may not copy the printed materials accompanying the Software Product. All rights not specifically granted under this License Agreement are reserved by Visio Corporation.
3. Description of Other Rights and Limitations
Limitations on Reverse-Engineering, Decompilation and Disassembly; Other Restrictions. You acknowledge that the Software Product in source code form remains a confidential trade secret of Visio Corporation and therefore You agree not to reverse-engineer, decompile or disassemble the Software Product, or make any attempt to discover the source code to the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Except as expressly permitted in this License Agreement, the Software Product may not be Used, copied, translated, redistributed, retransmitted, published, sold, rented, leased, marketed, sublicensed, pledged, assigned, disposed of, encumbered, transferred, altered, modified or enhanced, whether in whole or in part, nor may You create derivative works from or based on the Software Product. You may not remove any proprietary notices, marks or labels from the Software Product.
Separation of Components. The Software Product is licensed as a single product and its component parts may not be separated for Use on more than one computer.
Transfer of Software Product. You may transfer all Your rights under this License Agreement on a permanent basis only, provided You retain no copies, You transfer the License Agreement, the corresponding serial number (if applicable) and all the Software Product (including without limitation all component parts, media and printed materials) and the recipient agrees to all the terms and conditions of this License Agreement.
Termination. This License Agreement is in effect until terminated. You may terminate it at any time by destroying the Software Product and all copies You have made. Unauthorized copying or duplication of the Software Product will result in automatic termination of this License Agreement. Without prejudice to any other rights, Visio Corporation may terminate this License Agreement if You fail to comply with any term or condition of this License Agreement. Upon termination of this License Agreement, You agree to destroy the Software Product and all copies You have made.
Support Services. Visio Corporation may provide You with customer and technical support services related to the Software Product ("Support Services"). Use of Support Services is governed by the Visio Corporation policies and programs described in the user manual, in "online" or electronic documentation, and/or in other Visio Corporation-provided materials. Any supplemental software code provided to You as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this License Agreement. With respect to any technical information You provide to Visio Corporation as part of the Support Services, Visio Corporation may use such information for its business purposes, including product support and development. Visio Corporation will not utilize such technical information in a manner that personally identifies You.
4. Dual-Media Software
You may receive the Software Product in more than one medium; for example, in disk media, on a CD-ROM or in both media. Regardless of the type or size of medium You receive, You may Use only one medium that is appropriate for Your computer. You may not Use the other medium on another computer. You may not distribute, transmit, sell, loan, rent, lease or otherwise transfer the other medium to another user, except as part of the permanent transfer of the Software Product pursuant to the terms and conditions of this License Agreement.
5. Reports and Audit Rights
You shall institute reasonable measures to ensure compliance with the terms and conditions of this License Agreement. Upon Visio Corporation's reasonable request, You agree to provide reports relating to Your Use of the Software Product as necessary to demonstrate Your compliance with the terms and conditions of this License Agreement. You further agree that Visio Corporation has the right, upon reasonable prior notice, to audit Your records and inspect Your facilities to verify Your compliance with the terms and conditions of this License Agreement.
6. US Government Restricted Rights
The Software Product and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the US Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The contractor/manufacturer is Visio Corporation, 520 Pike Street, Suite 1800, Seattle, WA 98101-4001, USA.
7. Export Restrictions
You may not export or reexport the Software Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software Product or underlying information or technology may be exported or reexported (a) into (or to a national or resident of) Cuba, Haiti, Iran, Iraq, Libya, Serbia, Montenegro, North Korea, Sudan or Syria or (b) to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders, as such countries, lists and orders may be amended or modified from time to time. By Using the Software Product, You are specifically 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.
8. Entire Agreement; Governing Law
This License Agreement constitutes the entire agreement between Visio Corporation and You with regard to the subject matter hereof and supersedes any and all prior agreements, understandings and representations, whether written or oral, concerning the subject matter of this License Agreement. This License Agreement shall not be modify except by a written agreement executed by a duly authorized representative of each of Visio Corporation and You.
Nothing in this License Agreement is intended to exclude, modify or restrict the operation of any applicable statute or other law, the provisions of which cannot lawfully be excluded, modified or restricted. If any court of competent jurisdiction determines that a provision of this License Agreement is illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed modified to the minimum extent necessary to make it comply with the applicable statute or law of such jurisdiction, and the remaining provisions of this License Agreement shall continue in full force and effect. Any such modification shall not effect any provisions of this License Agreement in any other jurisdiction where this License Agreement governs the Use of the Software Product.
If You acquired the Software Product in Canada, You agree to the following: Each of Visio Corporation and You hereby confirm, desire and agree that this License Agreement has been and shall be written solely in the English Language.
IF YOU ACQUIRED THE SOFTWARE PRODUCT IN THE UNITED STATES, THIS LICENSE AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, USA, EXCEPT FOR THAT BODY OF LAW DEALING WITH CONFLICTS OF LAW, WITHOUT REFERENCE TO THE 1980 UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
IF YOU ACQUIRED THE SOFTWARE PRODUCT OUTSIDE THE UNITED STATES, THIS LICENSE AGREEMENT IS GOVERNED BY THE LAWS OF THE REPUBLIC OF IRELAND.
No Warranty
No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VISIO CORPORATION AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING, CONCERNING THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VISIO CORPORATION, ITS AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES SHALL CREATE ANY WARRANTIES. THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU. Some jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to You.
No Liability for Damages. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VISIO CORPORATION OR ITS SUPPLIERS (OR THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, ECONOMIC, PUNITIVE OR SIMILAR DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION OR ANY AND ALL OTHER COMMERCIAL OR PECUNIARY DAMAGES OR LOSSES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, HOWEVER CAUSED AND ON ANY LEGAL THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT OR OTHERWISE), EVEN IF VISIO CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
In any event, if any statute implies warranties or conditions not stated in this License Agreement, Visio Corporation's entire liability under any provision of this License Agreement shall be limited to Five United States Dollars (US$5.00). Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.
Copyright (c) 1997 Visio Corporation.
All Rights Reserved.
Visio Corporation
520 Pike Street, Suite 1800
Seattle, Washington 98101-4001
USA
Visio International Limited
Fitzwilton House
Wilton Place
Dublin 2
IRELAND
Master End User License Agreement - 30-day test drive
