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Evaluation Software End User License Agreement (EULA)This Evaluation Software License Agreement (the "Agreement") is an agreement between you and SimpleSoft, Inc. ("SimpleSoft") and governs your use of the SimpleSoft Demo Software (the "Software").SIMPLESOFT IS WILLING TO GRANT YOU A LICENSE TO USE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT, THEN SIMPLESOFT IS NOT WILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ARE INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT COMPANY TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE COMPANY. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER TO THAT COMPANY. 1. License. ========= Subject to your compliance with the terms and conditions of this Agreement, SimpleSoft grants to you a limited, non-exclusive, nontransferable, revocable license during the term to install and to use the Software, in object code form, solely for your internal use only. SimpleSoft reserves all rights and licenses not expressly granted to you under this Agreement. 2. Limitations on Use and Transfer. =========================== The Software may only be used and installed on a single computer. You may not use, copy, modify or transfer the Software (including the documentation), or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may make one copy of the Software for backup purposes only. You may not translate, reverse-engineer, disassemble, or decompile the Software and you agree to use your best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. You may not use the Software in any manner to provide testing, network management or any other services to any third party. You may not rent, lease, loan, resell, license, sublicense, or otherwise distribute the Software or any portion thereof, or make the Software available to multiple users through any means (for instance, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services). You may physically transfer the Software from one computer to another provided that the Software is used on only one computer at a time; however, you may not electronically transfer the Software from one computer to another over a network. Except as expressly authorized herein, any attempt to transfer any of the rights, duties or obligations hereunder without the prior written consent of SimpleSoft is void. 3. Ownership. =========== This Software is licensed, not sold, to you. SimpleSoft retains ownership of the Software, including all intellectual property rights therein. The Software is protected by U.S. copyright law and international treaties. You may not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you. 4. Term. ====== This Agreement shall continue in effect until terminated. You may terminate this Agreement at any time by deleting and uninstalling all copies of the Software in your possession or control. This Agreement will automatically and immediately terminate without notice if you breach any term of this Agreement. Upon termination, you must promptly delete and destroy (and permanently erase) all copies of the Software in your possession or control. 5. Limited Warranty. ================ SimpleSoft warrants that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for 45 days from the date on which you obtain the Software, provided that the defective media is returned to SimpleSoft within such 45-day period. EXCEPT FOR THIS LIMITED WARRANTY, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND SIMPLESOFT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANY OF NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMPLESOFT, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW WARRANTIES. Some states do not allow the exclusion of implied warranties, so the above exclusion of implied warranties may not apply to you. In such event, any implied warranties are limited in duration to 45 days from delivery of the software to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state. 6. Limitation of Remedies. ==================== SIMPLESOFT'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY IN CONNECTION WITH THE SOFTWARE SHALL BE THAT YOU MAY RETURN THE DEFECTIVE MEDIA CONTAINING THE SOFTWARE TOGETHER WITH THE SOFTWARE DOCUMENTATION TO THE PLACE FROM WHICH IT WAS ACQUIRED. AT SIMPLESOFT'S OPTION, YOU MAY RECEIVE A REPLACEMENT MEDIA CONTAINING THE SOFTWARE THAT CONFORMS WITH THE LIMITED WARRANTY ABOVE OR A REFUND OF THE LICENSE FEE PAID BY YOU. 7. Limitation of Liability. ================== IN NO EVENT WILL SIMPLESOFT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SIMPLESOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR FOR ANY CLAIM BY ANY THIRD PARTY. Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. 8. Government Users. ================== The Software is "commercial computer software" and "commercial computer software documentation", respectively, as such terms are used in FAR 12.212. Any use, duplication, or disclosure of the Software by or on behalf of the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. Licensor is SimpleSoft, Inc., 257 Castro Street, Suite #220, Mountain View, CA 94041, USA. 9. Export Law. ============ You agree to comply fully with all relevant export laws and regulations of the United States to ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of the export laws; or (b) used for any purposes prohibited by the export laws. 10. General. ========= This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Company's prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals must be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals (including any terms and conditions contained in any separate purchase order), understandings or communications between the parties, oral or written, regarding its subject matter. 11. Contact Information. ===================== If you have any questions regarding this Agreement, you may contact SimpleSoft at 257 Castro Street, Suite #220, Mountain View, CA 94041, (650) 965-4515. |
