SOFTWARE END USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE.
Notification: Permission to use this software (“software”) is conditional upon you as the customer and licensee (“you”), agreeing to the terms and conditions set out below (“this agreement”).
You will not be able to install the software until you have read and accepted all the terms of this agreement and wish to become the licensee of the software. Acceptance shall bind you and all of your employees to the terms of this agreement.
By selecting the “I agree” button you warrant and confirm that you are eligible and have the authority to agree to the terms of this agreement.
By selecting the “I agree” button and clicking the “Next” button at the bottom of this screen will be deemed to be your acceptance of the following terms and you will become the licensee of the software. Please print a copy for your records.
IF YOU DO NOT WISH TO ACCEPT THE FOLLOWING TERMS, DO NOT SELECT THE “I AGREE” AND “NEXT” BUTTON AND THE SOFTWARE WILL NOT INSTALL ON TO YOUR COMPUTER.
This software is being provided to you by Nubrand Software (“Nubrand”). By installing and using this Software, you hereby agreed to this Agreement.
1. LICENSE. Subject to the terms and conditions of this Agreement, Nubrand grants to you a limited, non-exclusive, non-transferable license, without the right to sublicense, to use or evaluate the Software in accordance with this Agreement and any other written agreement with Nubrand. You have purchased a license to use the Software. Nubrand does not transfer title of the Software to you. This Agreement is a legally binding agreement between Nubrand and the licensed user(s) of this Software. If you do not agree to the terms and conditions of this Agreement, you are required to immediately cease installing or using this Software and remove the Software and any associated documentation from your computer.
2. DISTRIBUTION – Unless otherwise authorized herein, this Software, any accompanying documentation, and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part except that you may make one copy for archive purposes only.
3. User Agreement
3.1 Evaluation Version use -You may evaluate this Software without purchasing a license (the “Evaluation Version”) for a maximum number of days indicated and permitted by Nubrand, or you may have limited access to some of the features and functionality of the Software. In order to use or continue to use all the features and functionality of the Software you must purchase a license from Nubrand directly or indirectly from an authorized software reseller or distributor. For more information about purchasing a license or multiple licenses to use the Software, please contact Nubrand.
3.2 Activation of Software – Once you have purchased a license from Nubrand in order to continue to use the Software or enable all the features of the Software, you may be required to activate the Software through the Internet. There are technological measures within the Software that are designed to prevent unlicensed use of the Software. Nubrand will use those measures to confirm you have a valid licensed copy of the Software. Nubrand will not collect any personally identifiable information from your computer location or workstation during this process.
3.3 Distribution – The Evaluation Version of the Software may be freely distributed, provided that:
i. Such distribution includes only the original Software supplied by Nubrand. You may not alter, delete or add any files in the distribution Software or modify the Software in any way.
ii. The limited evaluation nature of this Evaluation Version Software is not misrepresented.
iii. No money is charged to the person receiving this Evaluation Version Software, beyond reasonable cost of packaging and other overhead, if applicable.
iv. You provide prior email or written notice to Nubrand that you are distributing this Evaluation Version and receive written confirmation of Nubrand’s authorization for such distribution. If the Software is being distributed with other hardware, media or software, Nubrand’s prior written authorization is required. You may be required to report to us the number of units of this Evaluation Version Software distributed from time to time.
3.4 Use -Your license to use this Software is limited to the number of licenses purchased by you and, if applicable, for a limited number of days. Upon the expiration of your license, you will be required to renew and purchase another license in order to continue to use all the features and functionality of the Software.
You shall not allow others to use, copy or evaluate copies of this licensed Software.
3.5 Use Restrictions – You shall use this Software in compliance with all applicable laws and not for any unlawful purpose. Each licensed copy of this Software may be used on one single computer location or workstation, unless otherwise authorized herein. “Use” of the Software means that you have loaded, installed, or run the Software on a computer or similar device. If you install the Software onto a multi-user platform, server or network, each and every individual user of the Software must be licensed separately or included by a multi-site license in order to access all the features and functionality of the Software. You may make one copy of this Software for backup purposes, providing you only have one copy installed on one computer location or workstation (or number of users covered in a multi site license). Others may not use or install your licensed copy of this Software. The assignment, sublicense, networking, sale, or distributions of copies of this licensed Software are strictly forbidden without the prior written consent of Nubrand. It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the use of this licensed Software. If any person other than yourself or the licensed user uses Software registered in your name or business on another computer location or workstation, regardless of whether it is at the same time or different times, then this Agreement is being violated and you are responsible for that violation!
3.6 Copyright Restriction – This Software contains copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile this Software. Nor can you create any derivative works or other works that are based upon or derived from the Software in whole or in part.
Nubrand’s name, logo and graphics file that represents this Software shall not be used in any way to promote products developed with our Software. Nubrand retains sole and exclusive ownership of all right, title and interest in and to the Software and all Intellectual Property rights relating thereto. Copyright law and international copyright treaty provisions protect all parts of this Software. No program, code, part, image, or text may be copied or used in any way by the user except as intended within the bounds of this Agreement. All rights not expressly granted hereunder are reserved for Nubrand.
3.7 Limitation of Responsibility – You agree to indemnify, hold harmless, and defend Nubrand, its employees, agents, distributors, and affiliate companies from and against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of this Software. In no event (including, without limitation, in the event of negligence) will Nubrand, its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, this Software or the use or inability to use this Software or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort or any other theory including negligence. Nubrand’s entire liability, without exception, is limited to the customers’ reimbursement of the purchase price of the Software (maximum being the lesser of the amount paid by you and the suggested retail price as listed by Nubrand, less any applicable taxes and shipping fees) in exchange for the return of the product, all copies, registration papers and manuals, and all materials that constitute a transfer of license from the customer back to Nubrand. Such reimbursement will only occur if the Software was purchased directly from Nubrand. If you purchased the Software through a reseller, distributor, retailer, or any other third party, you need to request a refund directly from such parties.
3.8 Warranties – The Software is being provided to you on an “AS IS” basis. Except as expressly stated in writing by an authorized employee of Nubrand, Nubrand makes no representation or warranties in respect of this Software and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose.
3.9 Governing Law – This Agreement shall be governed exclusively by the laws of the Province of British Columbia, Canada excepting any principles regarding conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods. You hereby irrevocably attorn and submit to the exclusive jurisdiction of the courts of Victoria, British Columbia, and any competent Courts of Appeal therefrom. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions. The failure of Nubrand to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of Nubrand to enforce each and every such provision thereafter.
3.10 Termination – Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this license. Upon termination of this license granted herein for any reason, you agree to immediately cease use of the Software and destroy all copies of the Software and any accompanying documentation supplied under this Agreement. The financial obligations incurred by you shall survive the expiration or termination of this license.
4. Consent to Use of Data – You agree that Nubrand may collect and use information transmitted by you through the Software and/or gathered in any manner as part of the product support services provided to you, if any, related to the Software and all hardware installed on your computer. You are not obligated to transmit any information related to the reporting of the hardware installed on your computer if you choose not to do so when prompted. Nubrand will not collect any personally identifiable information from your computer location or workstation during this process. Nubrand may also use any information collected to provide notices to you which may be of use or interest to you. The Software contains components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that Nubrand may automatically check the version of the Software that you are utilizing and may provide updates, upgrades, or fixes to the Software. In order to receive such updates, upgrades or fixes, you must agree to the download and installation when prompted. You are not obligated to download and or install any upgrades or fixes to the Software that are provided by Nubrand. Nubrand will not collect any personally identifiable information from your computer location or workstation during this process.