END-USER LICENSE AGREEMENT
Important - Please read carefully:
This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and MiceOnABeam Software ("COMPANY") for the software program "MiceOnABeam", which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE"). The SOFTWARE also includes any updates, new versions and supplements to original software provided to you.
By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to any of the terms of this EULA, you are not permitted to use the SOFTWARE in any way, and all copies of it must be deleted from your system(s).
1. GRANT OF LICENSE.
COMPANY grants you the rights described in this EULA provided that you comply with all the terms and conditions of this EULA:
a) General Software License Grant. You are granted a right to install the SOFTWARE and use it in order to generate program code ("SCRIPTS"). COMPANY grants this right to use the SOFTWARE according to one of the license types below. Licenses purchased for development do not extend to third parties even if the SCRIPTS were developed for that third party. All entities must have a separate license.
i) Free Version License. A free version of the SOFTWARE ("FREEVERSION") may be offered by COMPANY without requiring the purchase of a license. The COMPANY may at it's sole discretion disable or otherwise limit one or more features ("LIMITATIONS") in the FREEVERSION, and reserves the right to change the LIMITATIONS in subsequent releases of the FREEVERSION. If you obtained from COMPANY a Free Version License, COMPANY grants to you one (1) personal, nontransferable, nonexclusive, limited, royalty-free license to use copies of the version of FREEVERSION available at the time of downloading and install such software on your machine(s) for your single concurrent internal use.
ii) Professional License. If you purchased a Professional License, COMPANY grants to you one (1) personal, nontransferable, nonexclusive, limited, royalty-free license to use copies of the version of SOFTWARE available at the time of purchase and install such Software on your machine(s) for your single concurrent internal use.
b) Design Examples. Examples of designs ("EXAMPLES") may be provided as part of the installation of SOFTWARE. EXAMPLES are provided at no charge, without warranty of any kind and for illustrative purposes only. EXAMPLES shall only be used for your personal purposes and are not to be sold, re-published or distributed. You are permitted to redistribute modified versions of EXAMPLES as long as you retain the original author's copyright information (if any). EXAMPLES are also subject to the warranty disclaimers in Section 8 of this EULA.
i) You are granted all rights to the SCRIPTS, excluding the proprietary meta-structure of SCRIPTS generated by the SOFTWARE to map features of the state machine formalism to program code ("PROPSTRUCTURE"), which for greater clarity, does not include any portion of the generated code that was entered by you into the SOFTWARE. You are granted a royalty-free license to redistribute any number of SCRIPTS you develop, including the PROPSTRUCTURE, provided that you provide all technical support for the distribution.
ii) COMPANY is not obligated to provide support for any SCRIPTS generated by the SOFTWARE.
d) Disassembly. You may not modify this product in any manner. You shall not, nor allow others to copy, in whole or in part, emulate, sub-licence, sell, transfer, exploit, alter, modify or adapt the SOFTWARE nor decompile, dissemble or reverse engineer the same nor attempt to do such thing.
e) Reservation of Rights. COMPANY reserves all rights not expressly granted herein.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
a) Rental. You may not lease or rent the SOFTWARE.
b) Proprietary notices. You may not remove any proprietary notices or labels on the SOFTWARE.
c) Consideration for Professional License. For the rights and license granted in this EULA you will pay COMPANY the currently published retail price available at www.MiceOnABeam.com or another mutually agreed upon amount to appear on a valid invoice.
d) Termination. Without prejudice to any other rights, COMPANY may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.
e) Term. The term of this EULA shall continue perpetually from the date of purchase unless terminated according to the provisions in section 2(d).
3. SOFTWARE MAINTENANCE AND SUPPORT.
a) Free Version. If you obtained a Free Version License, COMPANY may at it's sole discretion, periodically release new versions of the FREEVERSION that will be provided to you upon request free of charge.
b) Bug Fixes. If you purchased a Professional License, COMPANY may at it's sole discretion, periodically release updates containing bug fixes to the version of SOFTWARE that you have purchased ("UPDATE"). Any UPDATE which may be issued for the version of the SOFTWARE that you have purchased will be provided to you upon request free of charge.
c) New Features. If you purchased a Professional License, COMPANY may at it's sole discretion, periodically release new versions of the SOFTWARE that contain new features ("NEWVERSION"). Any NEWVERSION which may be issued of the SOFTWARE can be purchased by you at the then currently published retail price or another mutually agreed upon amount. The designation of released SOFTWARE as an UPDATE or NEWVERSION shall be at the sole discretion of COMPANY.
d) License Exchange. If this copy of the SOFTWARE is an UPDATE for an earlier version of the SOFTWARE, it is provided to you on a license exchange basis. You agree by your installation and use of the UPDATE to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the SOFTWARE nor transfer it to another person or entity unless such transfer is otherwise valid according to the terms of this EULA.
e) Support. You acknowledge that technical support will be provided via an online community-based forum ("FORUM") maintained and administered by COMPANY at www.MiceOnABeam.com for use by it's customers. While COMPANY will monitor the FORUM and provide there general information relating to the SOFTWARE, COMPANY is under no obligation to, and makes no representations that it will, respond directly or indirectly to any postings that you submit to the FORUM.
4. EXPORT RESTRICTIONS.
You acknowledge that the SOFTWARE may be subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws and regulations in connection with the acquisition, use and transfer of the Software.
All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, text, and design examples), any accompanying printed materials, and any copies of the SOFTWARE are owned by COMPANY. The SOFTWARE is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material. The SOFTWARE is licensed, not sold.
You agree to indemnify and hold COMPANY, and its subsidiaries, affiliates, officers, director's, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your distribution of SCRIPTS generated by the SOFTWARE.
You agree to be identified as a customer of COMPANY and that COMPANY may refer to you by name, trade name and trademark, if applicable, and may briefly describe your business in COMPANY's marketing materials, on COMPANY's web site, in public or legal documents. You hereby grant COMPANY a license to use your name and any of your trade names and trademarks solely pursuant to this marketing section.
8. LIMITATION OF LIABILITY.
a) DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST REVENUE, PROFITS OR DATA, GOODWILL IMPAIRMENT, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY DOES NOT WARRANT THAT SOFTWARE IS FREE FROM BUGS, ERRORS, OR OTHER PROGRAM LIMITATIONS, WILL OPERATE AS DOCUMENTED OR WITHOUT DISRUPTION.
b) REMEDY. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF COMPANY UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PROFESSIONAL LICENSE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
9. U.S. GOVERNMENT RESTRICTED RIGHTS.
The SOFTWARE is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the U.S. Government constitutes acknowledgment of COMPANY's proprietary rights in them.
Notices to you may be made via either email, regular mail, or announcement on COMPANY's website. This EULA and the relationship between you and COMPANY shall be governed by the laws of the Province of Ontario, Canada without regard to its conflict of law provisions. You and COMPANY agree to submit to the personal and exclusive jurisdiction of the courts located within Ontario, Canada. The failure of COMPANY to exercise or enforce any right or provision of the EULA shall not constitute a waiver of such right or provision. This EULA constitutes the entire agreement between you and COMPANY and governs your use of the SOFTWARE, superseding any prior agreements between you and COMPANY (including, but not limited to, any prior versions of the EULA). If any provision of this EULA or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this EULA remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the SOFTWARE or the EULA must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this EULA are for convenience only and have no legal or contractual effect.
11. LANGUAGE OF AGREEMENT.
You agree that this EULA be drafted in the English language.