SUB2r End User Software License Agreement
SUB2R IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU
ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. This is a legal
agreement between you (either an individual end-user or an entity) and SUB2r
("Agreement"). By using this software, you are agreeing to be
bound by the terms and conditions of this Agreement.
1. Grant of Agreement. Subject to the terms and conditions of this Agreement, SUB2r and its suppliers grant to you a nonexclusive license to use one copy of the software program and any documentation accompanying this Agreement ("Software") on one computer only with the SUB2r product you have purchased. No other rights are granted. The Software is in use if it is loaded on the computer's permanent or temporary memory. For backup purposes only, you may make one copy of the Software. You must include on the backup copy all copyright and other notices included on the Software as supplied by SUB2r.
2. Restrictions. The Software contains copyrighted material, trade secrets, and other proprietary materials of SUB2r and its licensors. You agree that in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (i) decompile, disassemble or reverse engineer the Software; (ii) modify or create derivative works of the Software; (iii) use the Software in any manner to provide service bureau, commercial time-sharing or other computer services to third parties; (iv) transmit the Software or provide its functionality, in whole or in part, over the Internet or other; or (v) sell, distribute, rent, lease, sublicense or otherwise transfer the Software to a third party, except upon a permanent transfer of the SUB2r product using the Software; provided that: (a) all Software updates are included in the transfer, (b) you do not retain a copy of the Software, and (c) the transferee agrees to be bound by the terms and conditions in this Agreement.
3. Ownership. The Software is licensed, not sold, to you for use only under the terms and conditions of this Agreement, and SUB2r reserves all rights not expressly granted to you in this Agreement. SUB2r and/or its licensors retain title to the Software, and all intellectual property rights therein.
4. Termination. This Agreement is effective until terminated. Upon any violation of any of the provisions of this Agreement, rights to use the Software shall automatically terminate and the Software must be returned to SUB2r or all copies of the Software destroyed. You may also terminate this Agreement at any time by destroying all copies of the Software in your possession or control. If SUB2r makes a request via public announcement or press release to stop using the copies of the Software, you will comply immediately with this request. The provisions of paragraphs 3, 6, 7 and 9 will survive any termination of this Agreement.
5. NO WARRANTIES. SUB2r expressly disclaims any warranty for the SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
6. DISCLAIMER OF WARRANTY. THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES. SUB2R AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO THE SOFTWARE OR MEDIA, AND ANY WARRANTIES OF NON-INTERFERENCE OR ACCURACY OF INFORMATIONAL CONTENT. NO SUB2R DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS WARRANTY. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL SUB2R OR ITS SUPPLIERS BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF INFORMATION OR DATA, OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING IN ANY WAY OUT OF THE SALE OF, USE OF, OR INABILITY TO USE ANY SUB2R PRODUCT OR SERVICE, EVEN IF SUB2R HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL SUB2R'S AND ITS SUPPLIERS TOTAL LIABILITY EXCEED THE ACTUAL MONEY PAID FOR THE SUB2R PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. The above limitations will not apply in case of personal injury where and to the extent that applicable law requires such liability.
8. Agents and Third Party Purchasers. If you are acquiring the Software on behalf of another person or entity, you represent and warrant that you have the authority to bind the party or entity for which you are acquiring the Software to the terms and conditions of this Agreement.
9. General Terms and Conditions. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, without regard to or application of its choice of law rules or principles. Any litigation relating to this warranty shall be subject to the exclusive jurisdiction of the state or federal courts in San Francisco, California, U.S.A. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings, communications or agreements, written or oral, regarding such subject matter. SUB2r may, in its sole discretion, modify portions of this Agreement at any time. SUB2r may notify you of any changes by posting notice of such modifications on SUB2r's web site(s) or sending notice via e-mail, postal mail or other means. Your continued use of the Software following notice of such modifications shall be deemed to be your acceptance of any such modifications to the Agreement. If you do not agree to any such modifications, you must immediately stop using the Software and destroy all copies of the Software in your possession or control.
The Software is protected by United States copyright law and international treaty. Unauthorized reproduction or distribution of the Software is subject to civil and criminal penalties