NeoTrace Copyright 1997,1998,1999,2000 NeoWorx Inc. All Rights Reserved.
This is a Trial version of NeoTrace Professional. It is fully functional with no disabled or altered features, but will expire 30 days after it is installed.
NEOWORX, INC.
END USER LICENSE AGREEMENT
NOTICE TO USER. THIS IS A CONTRACT. PLEASE READ THIS CAREFULLY. INSTALLATION OR DOWNLOADING OF THE SOFTWARE INDICATES COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU ("LICENSEE") DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR DOWNLOAD THE SOFTWARE.
1. GRANT OF LICENSE. The software programs Licensee is installing, downloading, or has acquired with this Agreement, including any updates, modifications, revisions, copies, and software documentation ("Software") are copyrighted, trade secret and confidential information of NeoWorx, Inc. ("NeoWorx). NeoWorx maintains exclusive title to all Software and retain all rights not expressly granted by this Agreement. NeoWorx or its authorized distributor grants to Licensee, subject to payment of appropriate license fees, a nontransferable, nonexclusive license to use Software on the computer hardware or at the site for which an applicable license fee is paid, or as authorized by NeoWorx.
2. RESTRICTIONS ON USE. Licensee may copy Software only as backup to support the authorized use. All copies shall remain the property of NeoWorx. Licensee shall not reverse-assemble, reverse-compile, reverse-engineer, disassemble or in any way derive from Software any source code. Licensee shall not redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software. Licensee shall not remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Software or in copies Licensee has made of the Software.
3. PROPRIETARY RIGHTS. Title, ownership rights and intellectual property rights in the Software shall remain in NeoWorx. Licensee has acknowledged such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with NeoWorx's ownership of or rights with respect to the Software.
4. LIMITED WARRANTY. NEOWORX WARRANTS ONLY THAT THE SOFTWARE, WHEN PROPERLY INSTALLED AND USED, WILL SUBSTANTIALLY CONFORM TO THE FUNCTIONAL SPECIFICATIONS SET FORTH IN THE DOCUMENTATION. VENDOR MAKES NO WARRANTY THAT ALL ERRORS OR FAILURES WILL BE CORRECTED. THIS WARRANTY CONSTITUTES THE ONLY WARRANTY MADE BY NEOWORX. VENDOR MAKES NO OTHER REPRESENTATION, WARRANTY OR CONDITION, OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE. VENDOR EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICLAR PURPOSE. VENDOR DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. THE ABOVE LIMITATION SHALL APPLY TO THE EXTENT ALLOWED BY APPLICABLE LAW.
5. DEFECTS NOT COVERED BY WARRANTIES. NeoWorx shall have no obligations under warranty provisions set forth in Section 4 if any nonconformance is caused by: (a) the incorporation, attachment or otherwise engagement of any attachment, feature, program, or device, other than by Vendor, to the Software, or any part thereof; or (b) accident, transportation, neglect or misuse, alteration, modification or enhancement of the Software other than by NeoWorx, failure to provide a suitable installation environment, use of the Software for other than the specific purpose for which the Software is designed, use of the Software on any systems other than the specified hardware platform for such Software, use of defective media or defective duplication of the Software, or failure to incorporate any update previously released by NeoWorx which remedies such nonconformance.
6. EXCLUSIVE REMEDY. If Licensee finds what it believes to be errors in or a failure of the Software that prevents Software from substantially conforming to the functional specifications set forth in the Documentation, and provides NeoWorx with a written report thereof, NeoWorx will use reasonable efforts to promptly correct any such errors or failures and will either replace the media or refund the purchase. This is Licensee's sole and exclusive remedy, and NeoWorx's sole obligation, for breach of any express or implied warranties hereunder.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEOWORX, ITS DISTRIBUTORS OR ITS RESELLERS BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. TERM AND TERMINATION. This Agreement remains effective until expiration or termination. This Agreement will automatically terminate if Licensee fails to comply with any term or condition of this Agreement or if Licensee fails to pay for license when due and such failure to pay continues for a period of thirty (30) days receipt of written notice from NeoWorx or its Distributor and/or Reseller. If Software was provided for limited term use, this Agreement will automatically expire at the end of the authorized term. Upon any termination or expiration, Licensee agrees to cease all use of Software and return it to NeoWorx or delete and destroy Software including all copies.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a "Commercial item", as that term is defined in 48 C.F.R. 2.101 (Oct. 1999), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 (Oct. 1999). Consistent with 48 C.F.R. 227.7202-1 through 227.7202-4 (Oct. 1999), all U.S. Government End Users acquire the Software with only those rights set forth herein.
10. CONTROLLING LAW. This Agreement shall be governed by and construed under the laws of the state of Ohio regardless of location of use by Licensee.
11. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be reformed only as necessary to be valid and enforceable and the remaining provisions of this Agreement shall remain in full force and effect.
13. MISCELLANEOUS. This Agreement is the complete Agreement between NeoWorx and Licensee relating to its subject matter and supersedes all prior or contemporaneous agreements, including but not limited to any purchase order terms and conditions, except valid license agreements related to the subject matter of this Agreement which are signed by Licensee and a duly authorized agent of NeoWorx. This Agreement may be amended only by a writing signed by both Licensee and a duly authorized agent of NeoWorx. The controlling language of this Agreement is English. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. Licensee may not assign or otherwise transfer the rights granted to him/her under this Agreement by operation of law or otherwise. The Section headings used in this Agreement are for reference and convenience only and shall not affect the interpretation of this Agreement.
