End-User License Agreement
SOFTWARE PRODUCT LICENSE AGREEMENT OF INGENIUX CORPORATION ("VENDOR")
BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE APPLICATION, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SOFTWARE.
The Software Product is licensed (not sold) to you, and Vendor owns all copyright, trade secret, patent and other proprietary rights in the Software Product. The term "Software Product" includes all copies of Ingeniux Content Management System computer programs and their documentation.
a. Authorized Use. Vendor grants you a nonexclusive, nontransferable license to use the Software Product in the limited manner described in this Section.
You may install and use the enclosed SOFTWARE PRODUCT on those computers for which a license agreement has been granted by Ingeniux and a license key issued, as stipulated in the Ingeniux License Agreement and purchase order. A copy of the SOFTWARE is "used" when any portion is either loaded in memory or virtual memory (loaded) or stored on a hard disk or other storage device (stored).
b. Restrictions. You may not: (1) copy (other than once for back-up purposes), distribute, rent, lease or sublicense all or any portion of the Software Product; (2) modify or prepare derivative works of the Software Product; (3) transmit the Software Product over a network, by telephone, or electronically using any means; or (4) reverse engineer, decompile or disassemble the Software Product. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software Product from unauthorized disclosure or use.
c. Transfer. You may not transfer the license except as provided for in your license agreement.
Limited Software Product Warranty
For 90 days from the date of shipment, we warrant that the media (for example, CD) on which the Software Product is contained will be free from defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect. We do not warrant the contents of the Software Product or that it will be error free. The Software Product is furnished "AS IS" and without warranty as to the performance or results you may obtain by using the Software Product. The entire risk as to the results and performance of the Software Product is assumed by you. To obtain warranty service during the 90-day warranty period, you may return the Software Product with a description of the problem to Vendor. The defective media in which the Software Product is contained will be replaced at no additional charge to you.
If you do not receive media which is free from defects in materials and workmanship during the 90-day warranty period, your sole and exclusive remedy shall be to receive a refund for the amount you paid for the Software Product returned.
Disclaimer of Warranty And Limitation of Remedies
YOU UNDERSTAND AND AGREE AS FOLLOWS:
a. THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES. IN NO EVENT WILL OUR LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE HAVE KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE.
b. We will not be liable for any loss or damage caused by delay in furnishing a Software Product or any other performance under this Agreement.
c. Our entire liability and your exclusive remedies for our liability of any kind (including liability for negligence except liability for personal injury caused solely by our negligence) for the Software Product covered by this Agreement and all other performance or nonperformance by us under or related to this Agreement are limited to the remedies specified by this Agreement.
d. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
This Agreement is effective until terminated. This Agreement will terminate if you do not comply with any terms or conditions of this Agreement or if you fail to pay any license fees, development fees or other fees associated with the Software of services of Vendor. Upon such termination you agree to destroy the Software Product and erase all copies residing on computer equipment.
a. Law. This Agreement shall be governed by the laws of the State of Washington and the United States without reference to conflicts of laws.
b. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by Vendor shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
c. Survival. The respective rights and obligations of the parties under Sections 1, 3, 4, 5, 6 and 7 shall survive any termination or expiration of this Agreement.