 |
Attention: You may need to scroll DOWN to the END of this eula before you can agree to the eula and continue TO USE OR INSTALL THE SOFTWARE.
IMPORTANT: THIS AGREEMENT (or “EULA”) IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE (“YOU” OR “CUSTOMER”) AND EISST. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THESE TERMS, THEN DO NOT INSTALL/USE THE SOFTWARE AND PROMPTLY RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR A FULL REFUND IN ACCORDANCE WITH ITS REFUND POLICIES. THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY EISST HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
1. DEFINITIONS
| (A) | "EISST" means EISST Limited and its licensors, if any. |
| (B) | "Software" means only the EISST software program(s) and corresponding documentation, associated media, printed materials, and online or electronic documentation. Any updates to such Software which you are entitled to receive and that has been provided to you by EISST shall also mean Software for purposes of this Agreement. |
| (C) | "Trial Version" means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the Software for a limited time period. The Trial Version may have limited features, and may cease operating after a predetermined amount of time due to an internal mechanism within the Trial Version. |
2. LICENSE GRANTS
The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA:
| (A) | In the event the Software is distributed along with other EISST software products as part of a suite of products (collectively, the “Suite”), the license of the Suite is licensed as a single product and none of the products in the Suite, including the Software, may be separated for the purpose of installing it or using it on more than one single USB drive at a time. |
| (B) | You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. |
| (C) | You agree that EISST may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse EISST for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. |
| (D) | Your license rights under this EULA are non-exclusive and are limited to a single USB device as identified by the licensed device’s unique serial number and/or product vendor strings. You remain responsible for the safety and your possession of the USB device referred to above. If the USB device to which this license is limited is damaged or lost you will be required to obtain a new license. |
| (E) | License Purchase to unlock the Trial Version. The license rights granted under this Agreement may be limited to the first thirty (30) days after you first use the Software unless you purchase the product license required to unlock your Trial Version. You may need to purchase and load the license through the use of the Internet or telephone; toll charges may apply. There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that EISST may use those measures and you agree to follow any requirements regarding such technological measures. Software License activation is based on the exchange of information between your computer and/or USB drive and EISST. None of this information contains personally identifiable information nor can they be used to identify any personal information about you or any characteristics of your computer configuration. |
3. LICENSE RESTRICTIONS
| (A) | Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software on a different USB drive, from one computer to another or over a network. |
| (B) | You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form except as permitted by law. |
| (C) | Unless otherwise provided herein, you may not rent, lease, or sublicense the Software. |
| (D) | Other than with respect to a Trial Version of the Software, you may permanently transfer all of your rights under this EULA only as part of a sale or transfer, provided you retain no copies, you transfer all of the Software (including all component parts, the media and printed materials, any upgrades, this EULA, the serial numbers, and, if applicable, all other software products provided together with the Software), and the recipient agrees to the terms of this EULA. If the Software is an upgrade, any transfer must include all prior versions of the Software from which you are upgrading. If the copy of the Software is licensed as part of the whole Suite (as defined above), the Software shall be transferred only with and as part of the sale or transfer of the whole Suite, and not separately. You may retain no copies of the Software. You may not sell or transfer any Software purchased under a volume discount. You may not sell or transfer any Trial Version of the Software. |
| (E) | Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software. |
| (F) | Unless otherwise provided herein, you shall not (i)in the aggregate, install or use more than one copy of the Trial Version of the Software, (ii) download the Trial Version of the Software under more than one username, (iii) alter the contents of the USB drive or computer system to enable the use of the Trial Version of the Software for an aggregate period in excess of the trial period for one license to such Trial Version, (iv) disclose the results of software performance benchmarks obtained using the Trial Version to any third party without EISST’s prior written consent, or (v)use the Trial Version of the Software for a purpose other than the sole purpose of determining whether to purchase a license; provided, however, notwithstanding the foregoing, you are strictly prohibited from installing or using the Trial Version of the Software for any commercial training purpose. |
| (G) | You may not export the Software into any country prohibited by the United States Export Administration Act, the European Community Export Rules and the regulations there under. |
| (H) | You shall not use the Software to develop any application having the same primary function as the Software. |
| (I) | In the event that you fail to comply with this EULA, EISST may immediately terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination). |
4. TITLE AND OWNERSHIP
As licensee you only own the medium on which the Software is recorded or fixed and you may retain the media on termination of this EULA provided that the Software is erased. The foregoing license gives you limited license to use the Software. EISST and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including European and International Copyrights, are reserved by EISST and its suppliers.
5. LIMITED WARRANTY AND DISCLAIMER
| (A) | EISST PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY TRIAL VERSION OF THE SOFTWARE. ANY TRIAL VERSION OF THE SOFTWARE IS PROVIDED “AS IS”. |
| (B) | EISST AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR
OTHERWISE, INCLUDING THE WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. EISST DOES NOT WARRANT THAT
THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT IT IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE AS A UTILITY FOR BACKING UP SENSITIVE DATA OR FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. EISST SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES. |
| (C) | IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY UNLESS APPLICABLE LAW IMPOSES A LONGER PERIOD IN WHICH CASE SUCH LONGER PERIOD SHALL APPLY. |
| (D) | NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EISST, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. |
| (E) | SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO LIMITATIONS AND EXCLUSIONS IN THIS EULA MAY NOT APPLY TO YOU. YOUR STATUTORY RIGHTSMAY VARY FROM JURISDICTION TO JURISDICTION. YOUR RIGHTS AS A CONSUMER ARE NOT AFFECTED HEREBY. |
6. EXCLUSIVE REMEDY
Provided that any non-compliance with the above warranty is reported in writing to EISST no more than ninety (90) days following delivery to you, EISST will use reasonable commercial efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation. EISST shall have no responsibility if the Software has been altered in any way, if the USB device has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
7. LIMITATION OF LIABILITY
| (A) | EXCEPT IN THE CASE OF DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF EISST OR IN THE CASE OF FRAUDULENT MISREPRESENTATION NEITHER EISST NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF EISST OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. |
| (B) | EISST'S TOTAL LIABILITY TO YOU FOR ANY LOSSES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO EURO 5 (FIVE EUROS) OR THE PRICE YOU ORIGINALLY PAID FOR WHICHEVER IS THE HIGHER. |
| (C) | SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. |
| (D) | THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA. |
8. BASIS OF BARGAIN
The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between EISST and you and you agree that they are fair and reasonable in light of all the circumstancess. EISST would not be able to provide the Software on an economic basis without such limitations. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of EISST’s licensors.
9. THIRD PARTY SOFTWARE
The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.eisst.com/eula/3rdparty and are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.
10. GENERAL
The rights and obligations of the parties under this EULA will not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended; rather, these rights and obligations will be governed in all respects by the laws of the England & Wales and you hereby submit to the jurisdiction of the English courts.
This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of EISST to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
No EISST dealer, agent or employee is authorized to make any amendment to this EULA.
If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.
All questions concerning this EULA shall be directed to: EISST Ltd., 6-8 Underwood Street, London N1 7JQ, UK, Attention: General Counsel or to the following email address: eula@eisst.com.
EISST and other trademarks contained in the Software are trademarks or registered trademarks of EISST Ltd in the UK and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use EISST’s or its licensors’ names or any of their respective trademarks.
|
