"Developer" shall mean Aurora Softworks.
"Software" shall mean Quadrant Professional Edition.
"Service" shall mean an online component that the Software interacts with.
"End User" shall mean You.
2. Grant of a Limited Use License.
The Developer hereby grants the End User a limited, non-exclusive, non-transferable license to
(a) install the Software on one or more devices owned by the End User or under End User's legitimate control, and
(b) use the Software for both non-commercial and commercial purposes.
3. Additional License Limitations.
The license granted to the End User in Section 2 is subject to the limitations set forth in Sections 2 and 3 (collectively, the "License Limitations"). Any use of the Software in violation of the License Limitations will be regarded as an infringement of the Developer's copyrights. The End User agrees not to, under any circumstances:
A. in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Software; provided, however, that the End User may make one (1) copy of the Software for archival purposes only;
B. modify or cause to be modified any files that are a part of the Software in any way not expressly authorized by the Developer;
C. sell or transfer reproductions of the Software to other parties in any way not expressly authorized herein, or rent, lease or license the Software to others.
A. All title, ownership rights and intellectual property rights in and to the Software and all copies thereof (including without limitation any titles, computer code and any related documentation) are owned or licensed by the Developer. The Software is protected by the copyright laws of the European Union, international treaties and conventions, and other laws. The Software may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this License Agreement.
B. The End User may permanently transfer all of their rights and obligations under the License Agreement to another provided, however, that the End User permanently deletes all copies and installations of the Software in their possession or control, and that the recipient agrees to the terms of this License Agreement. The transferor (i.e., the End User), and not the Developer, agrees to be solely responsible for any taxes, fees, charges, duties, withholdings, assessments, and the like, together with any interest, penalties, and additions imposed in connection with such transfer.
This License Agreement is effective until terminated. The End User may terminate the License Agreement at any time by (i) permanently destroying all copies of the Software in End User's possession or control; (ii) removing the Software from the End User's device; and (iii) notifying the Developer of End User's intention to terminate this License Agreement. The Developer may terminate this Agreement at any time for any reason or no reason. Upon termination for any reason, all licenses granted herein shall immediately terminate and the End User must immediately and permanently destroy all copies of the Software in their possession and control and remove the Software from End User's device.
6. Patches and Updates.
The Developer may deploy or provide patches, updates and modifications to the Software that must be installed for the user to continue to use the Software.
7. The Online Component of the Software.
This Software is an online application that must be used over the Internet through a Service provided by the Developer. The End User understands and agrees that the Service is provided by the Developer at its discretion and may be terminated or otherwise discontinued by the Developer.
8. Information Collection.
As a condition of End User's use of the Software, the End User agrees that the Developer has the right to retain, use, and publish in an aggregate manner, information collected in the End User's use of the Software and the Service. The Developer will not disclose to any third parties any data collected by the Service in a manner that contains or reveals any personally identifiable information or is specifically attributable to the End User.
9. Limited Warranty.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
10. Limitation of Liability, Indemnity.
NEITHER THE DEVELOPER NOR ITS SUBSIDIARIES OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THE SOFTWARE OR ANY USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. THE DEVELOPER SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL THE DEVELOPER BE LIABLE TO THE END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. In no event shall the Developer's liability, whether arising in contract, tort, strict liability or otherwise, exceed (in the aggregate) the total fees paid by the End User to the Developer. The End User hereby agrees to defend, indemnify and hold the Developer harmless from and against any claim, liability, loss, injury, damage, cost or expense (including reasonable attorneys' fees) incurred by the Developer arising out of or from the End User's use of the Software.
11. Equitable Remedies.
The End User hereby agrees that the Developer would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore the End User agrees that the Developer shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as the Developer may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
12. Changes to the Agreement.
The Developer reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this License Agreement when the Developer upgrades the Software. If any future changes to this License Agreement are unacceptable to the End User or cause the End User to no longer be in compliance with this License Agreement, the End User may terminate this License Agreement in accordance with Section 5 herein. The End User's installation and use of any of the Developer's updates or modifications to the Software or the End User's continued use of the Software following notice of changes to this Agreement will demonstrate End User's acceptance of any and all such changes. The Developer may change, modify, suspend, or discontinue any aspect of the Software at any time. The Developer may also impose limits on certain features or restrict End User's access to parts or all of the Software without notice or liability. The End User has no interest, monetary or otherwise, in any feature or content contained in the Software.
You hereby acknowledge that you have read and understand the foregoing License Agreement and agree that by installing or using the Software you are acknowledging your agreement to be bound by the terms and conditions of this License Agreement.