End-user software license agreement
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND PLUMSAIL INC. (PLUMSAIL) FOR THE PLUMSAIL SOFTWARE AND ASSOCIATED MEDIA AND PRINTED MATERIALS, AND MAY INCLUDE ONLINE OR ELECTRONIC DOCUMENTATION SOFTWARE PRODUCT OR SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING PLUMSAIL SOFTWARE PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. INCLUDING THE SOFTWARE LICENSE AND DISCLAIMER OF SOFTWARE WARRANTY BELOW. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT INSTALL THE SOFTWARE.
In consideration for your payment of any applicable license fee for the Software, Plumsail hereby grants to you a personal, non-transferable (except as expressly provided in Section 4 below) and non-exclusive right to use and execute the SOFTWARE on a single computer (on-premises installation) / domain (Office 365), without right to sublicense the SOFTWARE. Under no circumstance may you store, use or allow the use of the SOFTWARE in any manner on more than one computer at a time. You agree that you will not reverse engineer, decompile or disassemble any portion of the SOFTWARE. If you dispose of any media or apparatus containing SOFTWARE, you will ensure that you have completely erased or otherwise destroyed any SOFTWARE contained on such media or stored in such apparatus. Except as expressly provided in Section 4 below, you may not distribute, lease, transfer for profit, loan or otherwise convey the SOFTWARE or any portion thereof to anyone.
2. COPYING RESTRICTIONS.
In order to effect your license rights hereunder, you may install the SOFTWARE by copying it onto the hard disk drive or into the CPU memory of a single computer for use thereon, and you may make full or partial copies of the SOFTWARE, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Plumsail on the media containing the authorized copy of the SOFTWARE originally provided.
3. OWNERSHIP OF SOFTWARE AND MEDIA.
You agree and acknowledge that Plumsail transfers no ownership interest in the SOFTWARE, in the intellectual property in any SOFTWARE or in any SOFTWARE copy, to you under this Agreement or otherwise, and that Plumsail and its licensors reserve all rights no expressly granted to you hereunder. After you pay any applicable license fees and/or the purchase price of the applicable Plumsail, you will own the media on which the SOFTWARE was originally provided to you hereunder and on which you subsequently copy the SOFTWARE, but Plumsail and its licensors shall retain ownership of all SOFTWARE and copies of the SOFTWARE or portions thereof embodied in or on such media.
4. TRANSFER RESTRICTIONS.
If you transfer ownership of the SOFTWARE you may transfer the SOFTWARE and all licenses and rights in the SOFTWARE granted to you under this Agreement to the transferee provided that: (i) such transferee agrees in writing to accept the terms and conditions of this Agreement, and (ii) you also transfer all SOFTWARE, including all copies thereof, to such transferee. Except as provided in this Section, you may not sublicense, transfer or assign this Agreement or any of your rights or obligations under this agreement, in whole or in part.
5. ENFORCEMENT OF TERMS; TERMINATION.
If you fail to fulfill any of your material obligations under this Agreement, Plumsail and/or its licensors may pursue all available legal remedies to enforce this Agreement, and Plumsail may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under this Agreement. You agree that Plumsail licensors referenced in the SOFTWARE are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if Plumsail terminates this Agreement for your default, you will, within thirty (30) days after any such termination, deliver to Plumsail or render unusable all SOFTWARE originally provided to you hereunder and any copies thereof embodied in any medium.
6. DISCCLAIMER OF SOFTWARE WARRANTY.
PLUMSAIL PROVIDES THE SOFTWARE TO YOU AS IS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PLUMSAIL EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR WILL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
7. INTELLECTUAL PROPERTY RIGHTS PROTECTION.
Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, code examples and text 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 Plumsail, except to the limited extent that Plumsail 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. Plumsail reserves all rights not otherwise expressly and specifically granted to you in this EULA.
8. LIMITATION OF LIABILITY.
IN NO EVENT SHALL PLUMSAIL OR IT LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL, OR PROPERTY DAMAGE), WHETHER OR NOT PLUMSAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOT WITH STANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. PLUMSAIL ARISING OUT OF THIS SOFTWARE LICENSE AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE LICENSE FEE FOR THE SOFTWARE PROVIDED UNDER THIS AGREEMENT.
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 Delaware.
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