IMPORTANT-READ CAREFULLY: This End-User License Agreement (this "EULA") contains the terms and conditions that govern your use of the SOFTWARE (as defined below) and imposes material limitations to your rights. You should read this EULA carefully and treat it as valuable property.
I. THIS EULA.
1. Software Covered by this EULA. This EULA governs your use of the ComponentOne, LLC ("C1") software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes, to the extent provided by C1: 1) any revisions, updates and/or upgrades thereto; 2) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; 3) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and 4) any associated media, documentation (including physical, electronic and online) and printed materials (the "Documentation").
2. This EULA is a Legally Binding Agreement Between You and C1. If you are acting as an agent of a company or another legal person, such as an officer or other employee acting for your employer, then "you" and "your" mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of federal and State laws, such as copyright infringement.
By signifying your acceptance of the terms of this EULA, you intend to be, and hereby are, legally bound to this EULA to the same extent as if C1 and you physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by all the terms and conditions of this EULA. If you do not agree to all of such terms and conditions, you may not install or use the SOFTWARE. If you do not agree with any of the terms herewith and, for whatever reason, installation has begun or has been completed, you should cancel installation or un-install the SOFTWARE, as the case may be. Furthermore, you should promptly return the SOFTWARE to the place of business from which you obtained it in accordance with any return policies of such place of business. Return policies may vary among resellers; therefore you must comply with the return policies of your supplier as you agreed at the point of purchase. If the place of business from which you purchased the SOFTWARE does not honor a full refund for a period of thirty (30) days from the date of purchase, you may then return the SOFTWARE directly to C1 for a refund provided that such returns is authorized within the same thirty (30) days time period. To return the product directly to C1, you must first obtain a Return Authorization Number by contacting C1, and you must forward to C1 all items purchased, including the proof of purchase. The return must be postage-prepaid, and post-marked within thirty (30) days from the proof of purchase, time being of the essence. The return option to C1 is only available to the original purchaser of an unopened factory packaged item.
II. YOUR LICENSE TO USE AND TO DISTRIBUTE.
As provided in more detail below, this EULA grants you two licenses: 1) a license to use the SOFTWARE (the “User License”) to create online help, manuals or other documentation in electronic or printed format (the "Output Documents"); and 2) a license to distribute the Output Documents and to incorporate in such Output Documents those files identified in the Documentation as Redistributable Files.(the "Distribution License"). These licenses (individually and collectively, the "Licenses") are explained and defined in more detail below. Except for those specific Redistributable Files, you MAY NOT distribute the SOFTWARE, in any format, to others.
1. Definitions. The following terms have the respective meanings as used in this EULA:
"Network Server" means a computer with one or more computer central processing units (CPU's) that operates for the purpose of serving other computers logically or physically connected to it, including, but not limited to, other computers connected to it on an internal network, intranet or the Internet.
"Web Server" means a type of Network Server that serves other computers which, are specifically connected to it through either an intranet or the Internet.
"Redistributable Files" means the SOFTWARE files or other portions of the SOFTWARE that are provided by C1 and are identified as such in the Documentation for distribution by you with the Output Documents.
"User" means a human being or any other automated device using the SOFTWARE in accordance with the terms and conditions of this EULA.
"User Seat License" means that each User using or otherwise accessing the SOFTWARE must obtain the right to do so by purchasing a separate End User License.
2. Your User License.
License to Use the Software. You are hereby granted a limited, royalty-free, non-exclusive right to use the SOFTWARE to create Output Documents such as online help, manuals or other documentation in electronic or printed format , on the express condition that, and only for so long as, you fully comply with all terms and conditions of this EULA.
The SOFTWARE is licensed to you on a User Seat License basis.
User Seat License basis means that you may perform an installation of the SOFTWARE for use in creating Output Documents by a single User on one or more computers, each with a single set of input devices, so long as 1) such computer/computers is/are used only by one single User at any given time and not concurrently and, 2) the user is the primary User to whom the license has been granted. Conversely, you may not install or use the SOFTWARE on a computer that is a network server or a computer at which the SOFTWARE is used by more than one User. You may not network the SOFTWARE or any component part of it, where it is or may be used by more than one User unless you purchase an additional User License for each User. You must purchase another separate license to the SOFTWARE in order to add additional User seats, whether the additional Users are accessing the SOFTWARE in a stand-alone environment or on a computer network.
The license rights granted under this Agreement may be limited to a specified number of days after you first install the SOFTWARE unless you supply information required to license or activate your licensed copy, as the case may be, within the time and the manner described during the SOFTWARE setup sequence and/or in the dialog boxes appearing during use of the SOFTWARE. You may need to activate the SOFTWARE through the use of the Internet, email or telephone; toll charges may apply. You may need to re-activate the SOFTWARE if you modify your computer hardware or if you have installed it on a different computer; in some cases the number of activations allowed may be limited and you will have to contact C1 for clearance. Product activation is based on the exchange of information between your computer and C1. None of this information contains personally identifiable information nor can they be used to identify any personal information about you or any information you store in your computer. YOU ACKNOWLEDGE AND UNDERSTAND THAT THERE ARE TECHNOLOGICAL MEASURES IN THE SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED OR ILLEGAL USE OF THE SOFTWARE. YOU AGREE THAT C1 MAY USE SUCH MEASURES AND YOU AGREE TO FOLLOW ANY REQUIREMENTS REGARDING SUCH TECHNOLOGICAL MEASURES. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE WILL CEASE TO FUNCTION UNLESS AND UNTIL YOU ACTIVATE THE APPLICABLE SOFTWARE SERIAL NUMBER.
You agree that C1 may audit your use of the SOFTWARE for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the SOFTWARE other than in full compliance with the terms of this EULA, you shall reimburse C1 for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
In all cases, (a) you may not use C1's name, logo, or trademarks to market your Output Documents without the express written consent of C1 except in the default themes legend that may appear on the Output Documents which includes the C1 logo and a line of text reading “Powered by ComponentOne Doc-To-Help”; (b) you agree to indemnify, hold harmless, and defend C1, its suppliers and resellers, from and against any claims or lawsuits, including attorney's fees that may arise from the use or distribution of your Output Documents.
3. Your Distribution License.
License to Distribute Output Documents. Subject to the terms and conditions in this EULA, you are granted the license to use and to distribute Output Documents on a royalty-free basis, provided that if the Output Documents are distributed in electronic format and incorporate portions of the SOFTWARE they do so as an integral part of the Output Documents (customarily a ".chm" file, etc.). You may distribute, on a royalty-free basis, Redistributable Files with Output Documents only.
4. Updates/Upgrades; Subscription. Subject to the terms and conditions of this EULA, the Licenses are perpetual. Updates and upgrades to the SOFTWARE may be provided by C1 from time-to-time, and, if so provided by C1, are provided upon the terms and conditions offered at that time by C1 in its sole discretion. C1 may provide updates and upgrades to the SOFTWARE for free or for any charge, at any time or never, and through its chosen manner of access and distribution, all in C1's sole discretion.
The SOFTWARE is revised from time-to-time (meaning, for example, revised with updates and/or upgrades). To receive any such revisions to the SOFTWARE, you must have a valid SOFTWARE subscription. Together with the Licenses, the original purchaser is granted a one-year subscription from the date of purchase. Upon expiration, you must renew your license subscription to continue to be entitled to receive SOFTWARE revisions.
5. Serial Number. With your license, you will be issued a unique serial number (the "Serial Number") used for the activation of the SOFTWARE. The Serial Number is subject to the restrictions set forth in this EULA and may not be disclosed or distributed either with your Output Documents or in any other way. The disclosure or distribution of the Serial Number constitutes a breach of this EULA, the effect of which shall be the immediate termination and revocation of all the rights granted herein.
6. Evaluation Copy. If you are using an "evaluation copy", specifically designated as such by C1 on its website or elsewhere, then the Licenses are limited as follows: a) you are granted a license to use the SOFTWARE for a period of thirty (30) days counted from the day of installation (the "Evaluation Period"); b) upon completion of the Evaluation Period, you shall either i) delete the SOFTWARE from the computer containing the installation, or you may ii) obtain a paid license of the SOFTWARE from C1 or any of its resellers; and c) any Output Documents created with the Evaluation Copy may not be distributed or used for any commercial purpose.
III. INTELLECTUAL PROPERTY.
1. Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by C1, except to the limited extent that C1 may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you, not sold to you. C1 reserves all rights not otherwise expressly and specifically granted to you in this EULA.
2. Backups. You may make a copy of the SOFTWARE solely for backup or archival purposes. Notwithstanding the foregoing, you may not copy the printed Documentation.
3. General Limitations. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation.
4. Software Transfers. You may not rent or lease the SOFTWARE. You may permanently transfer all of your rights under the EULA, provided that you retain no copies, that you transfer all the SOFTWARE (including all component parts, the media and printed materials, any updates, upgrades, this EULA and, if applicable, the Certificate of Authenticity), and that the transferee agrees to be bound by the terms of this EULA. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.
5. Termination. Without prejudice to any other rights it may have, C1 may terminate this EULA and the Licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts.
6. Export Restrictions. You acknowledge that the SOFTWARE is of U.S. origin. You acknowledge that the license and distribution of the SOFTWARE is subject to the export control laws and regulations of the United States of America, and any amendments thereof, which restrict exports and re-exports of software, technical data, and direct products of technical data, including services and Developed Software. You agree that you will not export or re-export the SOFTWARE or any Developed Software, or any information, documentation and/or printed materials related thereto, directly or indirectly, without first obtaining permission to do so as required from the United States of America Department of Commerce's Bureau of Industry and Security ("BIS"), or other appropriate governmental agencies, to any countries, end-users, or for any end-uses that are restricted by U.S. export laws and regulations, and any amendments thereof, which include, but are not limited to: Restricted Countries, Restricted End-Users, and Restricted End-Uses.
These restrictions change from time to time. You represent and warrant that neither the BIS nor any other United States federal agency has suspended, revoked or denied your export privileges. C1 acknowledges that it shall use reasonable efforts to supply you with all reasonably necessary information regarding the SOFTWARE and its business to enable you to fully comply with the provisions of this Section. If you have any questions regarding your obligations under United States of America export regulations, you should contact the Bureau of Industry and Security, United States Department of Commerce, Exporter Counseling Division, Washington DC. U.S.A. (202) 482-4811, http://www.bis.doc.gov.
7. U.S. Government Restricted Rights. This Software and the documentation are provided with "RESTRICTED RIGHTS” applicable to private and public licenses alike. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Any technical data provided with such Software is commercial technical data as defined in 48 C.F.R. 12.211 (Sep 1995). Consistent with 48 C.F.R. 12.211 through 12.212, 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), and 48 C.F.R. 252.227-7015 (Nov 1995), all U.S. Government End Users acquire the Software with only those rights expressly set forth in this EULA.
Without limiting the foregoing, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. For purposes of these regulations the
Manufacturer is ComponentOne, LLC, 201 South Highland Avenue , 3rd Floor, Pittsburgh, Pennsylvania 15206 USA.
IV. WARRANTIES AND REMEDIES.
1. Limited Warranty. C1 warrants that the original media, if any, are free from defects for ninety (90) days from the date of delivery of the SOFTWARE. C1 also warrants that: (i) it has the full power to enter into this Agreement and grant the license rights set forth herein; (ii) it has not granted and will not grant any rights in the Software to any third party which grant is inconsistent with the rights granted to you in this Agreement; and (iii) the Software does not and will not infringe any trade secret, copyright, trademark or other proprietary right held by any third party and does not infringe any patent held by any third party. EXCEPT AS OTHERWISE PROVIDED IN THE PRECEDING SENTENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, C1 EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE, DOCUMENTATION AND ANYTHING ELSE PROVIDED BY C1 HEREBY AND C1 PROVIDES THE SAME IN “AS IS” CONDITION WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.
2. Limited Remedy. C1 PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY SAMPLE APPLICATION CODE, REDISTRIBUTABLE FILES, TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE. ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED “AS IS”.
C1's entire liability and your exclusive remedy under this EULA shall be, at C1's sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online or otherwise in C1's discretion; or (c) replace the SOFTWARE with SOFTWARE that substantially performs as described in the SOFTWARE documentation, provided that you return the SOFTWARE in the same manner as provided in Section I.2 for return of the SOFTWARE for non-acceptance of this EULA. Any media for any repaired or replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED STATES OF AMERICA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL C1 BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF C1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
V. MISCELLANEOUS.
1. This is the Entire Agreement. This EULA (including any addendum to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and C1 relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained herein, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, etc.). Employees, agents and other representatives of C1 are not permitted to orally modify this EULA.
2. You Indemnify C1. You agree to indemnify, hold harmless, and defend C1 and its suppliers and resellers from and against any and all claims or lawsuits, including attorney's fees, which arise out of or result from your distribution of Output Documents or from your breach of any of the terms and conditions of this EULA.
3. Interpretation of this EULA. If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this EULA is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The parties consent to the personal jurisdiction and venue of the Commonwealth of Pennsylvania, in the County of Allegheny, and agree that any legal proceedings arising out of this EULA shall be conducted solely in such Commonwealth. If the SOFTWARE was acquired outside the United States, then local law may apply.