EULA - End User License Agreement
GPExpert Troubleshooting Pak
End-User License Agreement
IMPORTANT - READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (an individual; a single entity; the corporation, company, association, organization, etc., that purchased the software licenses; and/or the corporation, company, association, organization, etc. on whose computers the software product is used) ("You") and SDM Software, Inc. ("SDM SOFTWARE") for the software product identified above, which includes Computer Software and may include associated registration key set(s) ("KEYSET"), media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, You expressly acknowledge and agree to be bound by the terms of this EULA. THIS IS THE ENTIRE AGREEMENT BETWEEN YOU AND SDM Software. ALL TERMS OF ANY PURCHASE ORDER OR OTHER ORDERING DOCUMENT SUBMITTED BY YOU SHALL BE SUPERSEDED BY THIS EULA. ALL TERMS OF ALL FORMER AGREEMENTS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED AND IN WHATEVER FORM, ARE HEREBY EXPRESSLY WAIVED BY YOU; PROVIDED, HOWEVER, ANY SPECIFIC PAYMENT OBLIGATIONS BY YOU IN ANY FORMER OR CONTEMPORANEOUS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
Use of the GPExpert Troubleshooting Pak Evaluation SOFTWARE PRODUCT or Registered SOFTWARE PRODUCT is bound by this EULA. If You have received an Evaluation KEYSET directly from SDM SOFTWARE, its successors or assigns, or an authorized SDM SOFTWARE value-added reseller or distributor, You are bound by the Evaluation SOFTWARE PRODUCT terms contained in paragraph 1.a. below and all other terms of this EULA except those found in paragraphs 1.b. If You have received a Registered KEYSET from SDM SOFTWARE or an authorized SDM SOFTWARE value-added reseller or distributor, You are bound by the Registered SOFTWARE PRODUCT terms contained in paragraph 1.b. below and all other terms of this EULA except those found in paragraphs 1.a.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold. Consistent with the terms of this EULA, You may install and use copies of the SOFTWARE PRODUCT necessary for proper implementation on your network, personal computer or other microprocessor-based information technology system. Any uses of the SOFTWARE PRODUCT not specifically authorized by this EULA are prohibited.
1. GRANT OF LICENSE. In accordance with the terms herein, SDM SOFTWARE grants You a personal, non-exclusive and non-transferable license with the following rights and subject to the following limitations:
a. Evaluation SOFTWARE PRODUCT. The SOFTWARE PRODUCT may have been provided to You by SDM SOFTWARE or its authorized value-added reseller or distributor in exchange for no consideration ("Evaluation SOFTWARE PRODUCT"). You may install the Evaluation SOFTWARE PRODUCT on a network, personal computer or other microprocessor-based information technology system for the exclusive purpose of evaluating whether You wish to purchase the SOFTWARE PRODUCT. Use of the Evaluation SOFTWARE PRODUCT is limited by the authorized Evaluation KEYSET which may be obtained from SDM SOFTWARE or through an authorized SDM SOFTWARE value-added reseller and may limit authorized use based on date, domain(s), and/or organizational unit(s).
b. Registered SOFTWARE PRODUCT. Upon the purchase of a license for the SOFTWARE PRODUCT from SDM SOFTWARE, or its authorized value-added reseller or distributor, SDM SOFTWARE, or its authorized value-added reseller or distributor, will provide You with a KEYSET ("Registered KEYSET") for use with the SOFTWARE PRODUCT ("Registered SOFTWARE PRODUCT"). Use of the Registered SOFTWARE PRODUCT is limited by the authorized Registered KEYSET which may be obtained from SDM SOFTWARE or through an authorized SDM SOFTWARE value-added reseller and may limit authorized use based on date, domain(s), and/or organizational unit(s).
c. Limitation of Rights. You acknowledge that your rights in and to the SOFTWARE PRODUCT are solely as set forth in Sections 1(a) and (b) hereto and do not include any rights of ownership. You agree that the SDM SOFTWARE owns all right, title and interest, including but not limited to copyright, patent, trademark, trade secret and all other intellectual property rights, in and to the SOFTWARE PRODUCT, and any changes, modifications or corrections thereof.
2. OTHER TERMS AND LIMITATIONS.
a. Notice to Users. You shall inform all users of the SOFTWARE PRODUCT of the terms and conditions of this EULA.
b. Resale. You may not transfer, assign, resell, or otherwise transfer the SOFTWARE PRODUCT.
c. Rental. You may not rent, lease, sublicense or lend the SOFTWARE PRODUCT.
d. Time Limitation. SDM SOFTWARE, or its Authorized Value-Added Reseller or Distributor, may provide You with a time-limited KEYSET for use with the SOFTWARE PRODUCT. You may only use the SOFTWARE PRODUCT until the date identified in the KEYSET supplied to You by SDM SOFTWARE or an authorized SDM SOFTWARE value-added reseller or distributor, at the time of purchase.
f. Limitation on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile,,modify, alter or disassemble the SOFTWARE PRODUCT, nor shall You make any derivative products including all or any portion of the SOFTWARE PRODUCT.
g. Circumvention of Date Limitation. Attempting to circumvent a date limitation and use of the SOFTWARE PRODUCT after the applicable expiration date is a violation of this EULA.
h. Version Limitation. The SOFTWARE PRODUCT is identified by a version number (such as version "1.0"). This EULA permits You to use preceding versions provided that such use is in accordance with the previous version's applicable EULA. Newer versions must be used in accordance with their applicable license agreements. Current versions of the SOFTWARE PRODUCT are available from SDM SOFTWARE and its authorized value-added reseller or distributor.
i. Termination. Without prejudice to any other rights, SDM SOFTWARE 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 PRODUCT and all of its component parts.
j. Support Services. SDM SOFTWARE may provide You with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the SDM SOFTWARE policies and programs described in documentation provided on SDM SOFTWARE's corporate website and/or other approved SDM SOFTWARE provided materials. Any supplemental software code provided to You as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information You provided to SDM SOFTWARE as part of the Support Services, SDM SOFTWARE may use such information for its business purposes, including for product support and development. SDM SOFTWARE will not utilize such technical information in a form that personally identifies You without your permission.
k. Use by Competitors. SDM SOFTWARE provides this SOFTWARE PRODUCT in evaluation form to the market of potential customers. This market does not include those individuals, companies, or entities competing in, or contemplating competing in, the area of the information technology market served by this SOFTWARE PRODUCT. Any use by such individuals, companies or entities competing with or contemplating competition with SDM SOFTWARE is strictly prohibited unless authorized in advance by a written waiver signed by an officer of SDM SOFTWARE. If there is any question, such individuals, companies and entities are advised to contact SDM SOFTWARE to determine their status prior to installation and must receive a written waiver signed by an officer of SDM SOFTWARE.
3. COPYRIGHT. The SOFTWARE PRODUCT is licensed, not sold. Title and copyrights in and to the SOFTWARE PRODUCT accompanying printed materials, and any copies You are permitted to make herein are owned by SDM SOFTWARE. You must treat the SOFTWARE PRODUCT like other copyrighted material (e.g., a book or musical recording) and not copy, modify or alter the SOFTWARE PRODUCT, except that You may make one copy as necessary for proper implementation of the SOFTWARE PRODUCT on your network and for Backup purposes. Printed materials may be reproduced as required for administration of the SOFTWARE PRODUCT.
4. TAXES. You shall, in addition to the other amounts payable under this EULA, pay all sales taxes, federal, state or otherwise, however designated which are levied or imposed by reason of the transactions contemplated by this EULA. Without limiting the foregoing, You shall promptly pay to SDM SOFTWARE, or its authorized value-added reseller or distributor, an amount equal to any such items actually paid, or required to be collected or paid by SDM SOFTWARE, or its authorized value-added reseller or distributor.
5. SDM SOFTWARE RIGHTS. This EULA does not limit any rights that SDM SOFTWARE may have under trade secret, copyright, patent, or other laws, nor their applicability with regard to the corporations on whose machines and networks the SOFTWARE PRODUCT executes and any outside organization (consultant, system integrator, etc.) that may set up and use the software. The representatives of SDM SOFTWARE are not authorized to make modifications to this EULA, or to make any additional representations, commitments, or warranties binding on SDM SOFTWARE, other than in writing signed by an officer of SDM SOFTWARE. Accordingly, such additional statements are not binding on SDM SOFTWARE and You should not rely upon such statements. If any provision of this EULA is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this EULA shall be governed by the laws of the State of California, except as to copyright and trademark matters, which are covered by federal laws. This EULA is deemed entered into at San Anselmo, California.
You hereby grant SDM SOFTWARE a non-exclusive license to use your company name and/or logo for the purpose of indicating the existence of a customer relationship between You and SDM SOFTWARE. By accepting this EULA and purchasing a license for the SOFTWARE PRODUCT, SDM SOFTWARE may place your company name and/or logo on its website, use your company name and/or logo in audio and on-line presentations to other potential customers and business partners, and use your company name in a release to the press.
6. LIMITED WARRANTY. SDM SOFTWARE warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any Support Services provided by SDM SOFTWARE shall be substantially as described in applicable written materials provided to You by SDM SOFTWARE, and SDM SOFTWARE support engineers will make commercially reasonable efforts to solve any problem. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to You.
7. CUSTOMER REMEDIES. SDM SOFTWARE and its suppliers' entire liability and your exclusive remedy shall be at SDM SOFTWARE's option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet SDM SOFTWARE's Limited Warranty and that is returned to SDM SOFTWARE with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, negligence, incompetence, modification or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by SDM SOFTWARE are available without proof of purchase from an authorized source.
8. NO OTHER WARRANTIES. EXCEPT AS SPECIFICALLY STATED ABOVE, THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SDM SOFTWARE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SDM SOFTWARE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SDM SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SDM SOFTWARE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $5.00; PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO AN SDM SOFTWARE SUPPORT SERVICES AGREEMENT, SDM SOFTWARE'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. INDEMNIFICATION. You agree to indemnify, hold harmless and defend SDM SOFTWARE its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to this EULA and your use of the SOFTWARE PRODUCT.
12. EXPORT RESTRICTIONS. You acknowledge and agree to comply with all export and re-export restrictions and regulations of the Department of Commerce or other United States agency or authority. Without limiting the foregoing or any other provision of this EULA, You agree not to download or transfer (or authorize anyone to download or transfer) the SOFTWARE PRODUCT (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.
13. GOVERNMENT USERS. The SOFTWARE PRODUCT is a "commercial item", as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the SOFTWARE PRODUCT with only those rights set forth herein. Manufacturer is SDM Software, Inc. 862 Sir Francis Drake Blvd., PMB 132, San Anselmo, CA 94960.
This agreement is governed by the laws of the State of California. Any capitalized term not herein defined shall have the meaning customarily given such term in the computer software industry.
Copyright(C) 2007 SDM Software, Inc. All rights reserved.