END-USER LICENSE AGREEMENT FOR Alifna(R) SOFTWARE
IMPORTANT-READ CAREFULLY: This End-User License Agreement (EULA) is a legal contract between you (either (a) an individual user or (b) a business organization and the user designated in accordance with Part D below) and RimpeX Ltd., for the RimpeX software that accompanies this EULA, including any associated media, printed materials and electronic documentation (the Software). The Software also includes any updates, add-on components,mobile apps, web services and supplements that RimpeX may in the future provide to you or make available to you, to the extent such items are not accompanied by a separate license agreement or terms of use. The Software is licensed, not sold. RimpeX is willing to license the Software to you only if you accept the terms and conditions of this EULA. By clicking on the 'I ACCEPT' button, by opening the package that contains the Software, or by copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA.
PART A-LICENSE OF EVALUATION SOFTWARE
Software provided to you on a complimentary basis for evaluation purposes, regardless of how labeled, is 'Evaluation Software.' Your possession and use of Evaluation Software will be governed by the terms set forth in this Part A and in Part D below.
1. Grant of License. RimpeX grants you a limited, personal, non-exclusive, non-transferable license to use the Evaluation Software solely to evaluate its suitability for your internal business requirements on the terms and conditions set forth in this Part A and in Part D below. Without limiting the foregoing, you may not use the Evaluation Software to create publicly distributed computer software or for any other commercial purpose. This license may be terminated by RimpeX at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of your evaluation of the Evaluation Software or (b) the expiration of the 15- or 30-day evaluation period shown in the Evaluation Software.
2. Use of Evaluation Software. Since this is Evaluation Software, portions of the full-use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections.
3. Disclaimer of Warranty. THE EVALUATION SOFTWARE IS PROVIDED ON AN AS IS, WITH ALL DEFECTS BASIS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS (VICES CACHÉS)), ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
PART B--LICENSE OF BETA SOFTWARE
Pre-Release Software provided to you for testing purposes, regardless of how labeled, is Beta Software. Your possession and use of Beta Software will be governed by the terms set forth in this Part B and in Part D below.
1. Grant of License. RimpeX grants you a limited, personal, non-exclusive, non-transferable license to install and use copies of the Beta Software on a maximum of five (5) computers residing on your premises, solely for your internal testing on the terms and conditions set forth in this Part B and in Part D below. All other rights are reserved to RimpeX. You may not demonstrate or show the Beta Software to third parties without Ristem's written permission. You may not use the Beta Software in a live operating environment where it may be relied upon to perform in the same manner as a commercially released product or with data that has not been sufficiently backed up. You may not use the Beta Software for benchmark or performance testing. This license may be terminated by RimpeX at any time upon notice to you and, in any event, will automatically terminate, without notice, upon the release of a commercial version of the Beta Software. Upon the termination of this EULA, You shall cease use of the Beta Software and, upon request, shall promptly return to RimpeX, or certify destruction of, all full or partial copies of the Beta Software and related materials provided by RimpeX.
2. Feedback. You will provide RimpeX with reasonable feedback on the Beta Software's performance, including but not limited to usability, bug reports and test results. You will review and comment on all documentation supplied. All bug reports, test results and other feedback made by you will be the property of RimpeX and may be used by RimpeX for any purpose it sees fit. Due to the nature of the development work, RimpeX is not certain if errors or discrepancies in the Beta Software may be corrected.
3. Support. RimpeX is not obligated to provide technical or other support for the Beta Software. However, limited technical support (Support Services), if noted in the materials provided to you by RimpeX, may be available. Use of any such Support Services is governed by the RimpeX policies and programs described in online documentation or in other RimpeX-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Beta Software and subject to the terms and conditions of this EULA. RimpeX may use technical information you provide to RimpeX for RimpeX' product support, development, and other business purposes. RimpeX will not utilize such technical information in a form that personally identifies you. Support Services may not be available in all countries outside the United States and will be discontinued upon release of a commercial version of the Beta Software.
4. Maintenance. RimpeX is not obligated to provide maintenance, technical support, or updates for the Beta Software. RimpeX is not obligated to release a commercial version of the Beta Software or to provide you with a copy of any commercial version that may be released.
5. Confidential Information. The Beta Software, including its features and the results of use or testing (Confidential Information), is confidential and proprietary to RimpeX. Confidential Information does not include information that you can prove (a) was already known to you prior to the effective date of this EULA, (b) became publicly known through no wrongful act by you, or (c) was received from a third party without similar restriction and without breach of this EULA. You will not disclose or provide Confidential Information to any third party except with RimpeX's written permission or upon judicial or governmental order, and you will give RimpeX reasonable notice prior to any such disclosure and will comply with any protective or equivalent order. This provision shall survive the termination or expiration of this EULA.
6. Disclaimer of Warranty. THE BETA SOFTWARE IS PROVIDED ON AN AS IS, WITH ALL DEFECTS BASIS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS (VICES CACHÉS)), ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
PART C--LICENSE OF SOFTWARE
Your possession and use of any Software other than Evaluation Software and Beta Software will be governed by the terms set forth in this Part C and in Part D below.
1. Grant of License. Upon your payment of the full license price and acceptance of this EULA, RimpeX grants you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth in this Part C and in Part D below.
2. Restrictions on Use of Software. You may install and use one copy of the Software on a single computer for use by an individual user, and only for your internal business purposes. You will not rent, lease, lend, sublicense, redistribute or otherwise allow third parties to use the Software directly or indirectly, whether on a time sharing, remote job entry, or service bureau arrangement or to provide commercial hosting services to third parties. You will not copy, modify or prepare derivative works of the Software. You may use the Software only in the language(s) which you select during installation or for which you acquire rights pursuant to an RimpeX Language Pack. You may not share the Software, except as set forth Section 3 below.
3. Shared Use on a Single Computer. Subject to the exceptions set forth at the end of this Section 3, a copy of the Software installed on a single common machine may be shared for internal use by employees and contractors of your business only, provided that a license has been purchased for each individual user. The following are exceptions to the provisions of this Section 3: (a) DemoShield Software may not be shared; and (b) The Standalone Build component of RimpeX DevStudio Software may be installed, reproduced and used on up to ten (10) computers residing on your premises, and a copy of the Standalone Build component may be shared on a common build/test machine on your premises, (c) the RimpeX Update Service components may be installed only on one computer but accessed by multiple users, and (d) Patch Impact Manager (PIM) may be installed, used, and shared on any number of computers residing on your premises, provided that the total number of end-user systems on the premises does not exceed the authorized number indicated by the lesser of (1) the licensed product tier, or (2) your enterprise license agreement.
4. Authority. With respect to any licenses purchased to effectuate shared use on a single computer pursuant to Section 3 above, you represent and warrant that you are authorized to enter into this EULA on behalf of the business purchasing such licenses.
5. Redistributable Files. The Software's component parts may not be separated for use on more than one computer, except as set forth in this Section 6 or in clause (b) of Section 3 above. You may copy the files specifically identified as Redistributables in the printed or electronic documentation that accompanies the Software and redistribute them to the end users (End Users) of the software code you create by using the Software (Works), subject to the following conditions: (a) copies of the Redistributables must be exact and unmodified; (b) you may distribute the Redistributables only with Works that add primary and substantial functionality to the Redistributables; and (c) you shall grant your End Users a limited, personal, non-exclusive and non-transferable license to use the Redistributables only to the extent required for the permitted operation of the Works and not to distribute them further. You will reproduce with the Redistributables all applicable trademark and copyright notices that accompany such Software, but you will not use RimpeX's name, logos or trademarks to market the Works.
6. Enterprise License Agreement. If you acquired the Software pursuant to an RimpeX Enterprise License Agreement, you may make the number of additional copies of the object code of the computer software portion of the Software permitted by the relevant Enterprise License Agreement, and you may use each copy in the manner specified above. You may not copy the printed materials accompanying the Software.
7. Support Services. RimpeX may provide you with support services related to the Software (Support Services). The provision and use of Support Services is governed by the RimpeX policies and programs described in the Software user manual and/or in online documentation. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA. With respect to technical information you provide to RimpeX as part of the Support Services, RimpeX may use such information for its business purposes, including for product updates and development.
8. Limited Warranty. RimpeX warrants (a) that the Software will, for a period of ninety (90) days from the date of delivery, perform substantially in accordance with RimpeX's written materials accompanying it, and (b) that any Support Services provided by RimpeX shall be substantially as described in applicable written materials provided to you by RimpeX. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS (VICES CACHÉS)) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED, WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. Some states and jurisdictions do not allow disclaimers of or limitations on the duration of an implied warranty, so the above limitation may not apply to you. To the extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days.
9. Customer Remedies. In the event of any breach of the foregoing warranty or any other duty owed by RimpeX, the entire liability of RimpeX and its suppliers, and your exclusive remedy shall be, at RimpeX's option, either (a) return of the price paid by you for the Software (not to exceed the suggested U.S. retail price) if any, (b) repair or replacement of the defective Software or (c) re-performance of the Support Services. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
PART D---GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SOFTWARE LICENSES
Your possession and use of the Software for any purpose will be governed by the terms set forth in this Part D and in Part A, B or C above, whichever is applicable.
1. Designation of Individual User. If you are a business organization, you must designate one owner, officer or employee in your organization to exercise the rights set forth in this EULA. The provisions of this EULA shall bind you and that designated person, jointly and severally.
2. Use of Software. Except as permitted pursuant to this EULA, you will not otherwise use or copy, translate, modify, adapt, decompile, disassemble or reverse-engineer the Software. You agree not to use the Software in violation of any law, statute, ordinance or other regulation (including export control and unfair competition laws) or any obligation to which you are bound. You agree to comply with all applicable laws and regulations regarding your use of the Software. You agree to indemnify RimpeX from and against any liability that RimpeX may incur arising from your breach of this EULA or your use of the Software.
3. Ownership. All patents, copyrights, trade secrets, service marks, trademarks, and other proprietary rights in or related to the Software are and will remain the exclusive property of RimpeX or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Software is located. You hereby assign and agree to assign any and all rights you may have or acquire in or to the Software to RimpeX for no additional consideration. You will not take any action that jeopardizes RimpeX's or its licensors' proprietary rights or acquire any rights in the Software, except the limited rights set forth in this EULA. RimpeX or its designee will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or development thereof. At RimpeX's request, you will execute or obtain the execution of any instrument that may be appropriate to assign these rights to RimpeX or its designee or to perfect these rights in RimpeX's or its designee's name. You may make one copy of the Software for back-up and archival purposes. You may not remove, modify or alter any RimpeX copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the RimpeX Setup Wizard dialogue or 'about' boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software.
4. Confidentiality. You acknowledge that the Software is and incorporates confidential and proprietary information developed, acquired by or licensed to RimpeX. You will take all reasonable precautions necessary to safeguard the confidentiality of the Software, and will not disclose any information about the Software or the Software evaluations or reports to any other person without RimpeX's prior written consent. You will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Software. The placement of a copyright notice on the Software will not constitute publication or otherwise impair its confidential nature. You acknowledge that any breach of this Section will cause irreparable harm to RimpeX and its licensors.
5. Transfer of Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in Evaluation Software, Beta Software, or Software labeled Not for Resale or NFR. You may not, by operation of law or otherwise, transfer any license rights or other interests in any other Software, unless (a) you permanently and wholly transfer all your rights under this EULA; (b) you retain no copies (whole or partial); (c) you permanently and wholly transfer all of the Software (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (d) the transferee agrees to abide by all the terms of this EULA. Any purported transfer not in accordance with this Section 8 will be void.
6. Limitation of Damages. IN NO EVENT SHALL RimpeX, ITS LICENSORS OR SUPPLIERS OR ITS OR THEIR RELATED COMPANIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF YOU OR ANY OTHER PARTY ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL RimpeX OR ITS SUPPLIERS BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE FOLLOWING FOR EACH RESPECTIVE BREACH OR SERIES OF RELATED BREACHES: (i) WITH RESPECT TO SOFTWARE, THE AMOUNT OF LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT GAVE RISE TO SUCH DAMAGES OR LOSSES; AND (ii) WITH RESPECT TO ANY SUPPORT OR OTHER SERVICES PROVIDED HEREUNDER, THE AMOUNT OF FEES PAID FOR THE SUPPORT OR SERVICES THAT GAVE RISE TO SUCH DAMAGES OR LOSSES. EXCEPT WITH REGARD TO PAYMENTS DUE RimpeX, NEITHER PARTY SHALL BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL THAT COULD NOT BE AVOIDED BY ITS EXERCISE OF DUE CARE.
7. Upgrades and Subscription. If the Software is labeled or otherwise identified by RimpeX as an upgrade or subscription, you must be properly licensed to use a product identified by RimpeX as being eligible for the upgrade in order to use the Software. Any Software labeled or otherwise identified by RimpeX as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.
8. Dual-Media Software. You may receive the Software in more than one medium. Regardless of the type or size of the medium you receive, you may use only that one medium that is appropriate for your single computer. You may not use or install from the other medium on another computer, including but not limited to portable computers under the exclusive control of the registered developer. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the Software.
9. U.S. Government Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. U.S. Government users will receive no greater than Restricted Rights as defined in FAR 52.227-14, FAR 52.227-19(c)(1-2) (Jun 1987) or DFAR 252.227-7013(c)(1)(ii) (Oct 1988), DFAR 252.221-7015(c) (May 1991), DFAR 252.227-7014, or DFAR 252.227-7018 as applicable in any Software. Government users will secure no greater than limited rights as defined in FAR 52.227-14, DFAR 252.227-7015, DFAR 252.227-7018, or DFAR 252.227-7013 as applicable in any technical data in or related to the Software. Manufacturer is: RimpeX Ltd. http://www.rimpexpmis.com
10. U. S. Export Restrictions. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders (Export Controls). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls (Restricted Person). You will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to RimpeX's business or related technical data or any direct product thereof to any Restricted Person.
11. Termination. In addition to any other rights or remedies it may have under applicable law, RimpeX may terminate this EULA if you fail to comply with its terms and conditions. In that event, you will destroy any and all copies of the Software and all of its component parts. You agree to promptly un-install and delete all copies of the Software in your possession and discontinue any further use of the Software. The parties' rights and obligations under Section 3 of Part A; Sections 5 and 6 of Part B; Sections 8 and 9 of Part C; and Sections 1, 2, 3, 4, 5, 6, 9 and 10 of this Part D will survive the termination of this Agreement.
12: .Miscellaneous.
(a) Relationship of Parties. You and RimpeX are independent parties. Nothing in this EULA shall be construed as making you an employee, agent or legal representative of RimpeX.
(b) No Third-Party Beneficiaries. There are no third-party beneficiaries of this EULA.
(c) Jurisdiction of Courts. You hereby consent to the exclusive jurisdiction of the courts situated in Cook County, Illinois for the resolution of any dispute arising out of or related to this EULA.
(d) Entire Agreement. This EULA constitutes the complete and entire understanding and agreement of all terms, conditions and representations between you and RimpeX with respect to the Software.
(e) Controlling Law. This EULA will be construed and enforced in accordance with the internal laws of the State of Illinois.
IMPORTANT-READ CAREFULLY: This End-User License Agreement (EULA) is a legal contract between you (either (a) an individual user or (b) a business organization and the user designated in accordance with Part D below) and RimpeX Ltd., for the RimpeX software that accompanies this EULA, including any associated media, printed materials and electronic documentation (the Software). The Software also includes any updates, add-on components,mobile apps, web services and supplements that RimpeX may in the future provide to you or make available to you, to the extent such items are not accompanied by a separate license agreement or terms of use. The Software is licensed, not sold. RimpeX is willing to license the Software to you only if you accept the terms and conditions of this EULA. By clicking on the 'I ACCEPT' button, by opening the package that contains the Software, or by copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA.
PART A-LICENSE OF EVALUATION SOFTWARE
Software provided to you on a complimentary basis for evaluation purposes, regardless of how labeled, is 'Evaluation Software.' Your possession and use of Evaluation Software will be governed by the terms set forth in this Part A and in Part D below.
1. Grant of License. RimpeX grants you a limited, personal, non-exclusive, non-transferable license to use the Evaluation Software solely to evaluate its suitability for your internal business requirements on the terms and conditions set forth in this Part A and in Part D below. Without limiting the foregoing, you may not use the Evaluation Software to create publicly distributed computer software or for any other commercial purpose. This license may be terminated by RimpeX at any time upon notice to you and will automatically terminate, without notice, upon the first to occur of the following: (a) the completion of your evaluation of the Evaluation Software or (b) the expiration of the 15- or 30-day evaluation period shown in the Evaluation Software.
2. Use of Evaluation Software. Since this is Evaluation Software, portions of the full-use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections.
3. Disclaimer of Warranty. THE EVALUATION SOFTWARE IS PROVIDED ON AN AS IS, WITH ALL DEFECTS BASIS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS (VICES CACHÉS)), ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
PART B--LICENSE OF BETA SOFTWARE
Pre-Release Software provided to you for testing purposes, regardless of how labeled, is Beta Software. Your possession and use of Beta Software will be governed by the terms set forth in this Part B and in Part D below.
1. Grant of License. RimpeX grants you a limited, personal, non-exclusive, non-transferable license to install and use copies of the Beta Software on a maximum of five (5) computers residing on your premises, solely for your internal testing on the terms and conditions set forth in this Part B and in Part D below. All other rights are reserved to RimpeX. You may not demonstrate or show the Beta Software to third parties without Ristem's written permission. You may not use the Beta Software in a live operating environment where it may be relied upon to perform in the same manner as a commercially released product or with data that has not been sufficiently backed up. You may not use the Beta Software for benchmark or performance testing. This license may be terminated by RimpeX at any time upon notice to you and, in any event, will automatically terminate, without notice, upon the release of a commercial version of the Beta Software. Upon the termination of this EULA, You shall cease use of the Beta Software and, upon request, shall promptly return to RimpeX, or certify destruction of, all full or partial copies of the Beta Software and related materials provided by RimpeX.
2. Feedback. You will provide RimpeX with reasonable feedback on the Beta Software's performance, including but not limited to usability, bug reports and test results. You will review and comment on all documentation supplied. All bug reports, test results and other feedback made by you will be the property of RimpeX and may be used by RimpeX for any purpose it sees fit. Due to the nature of the development work, RimpeX is not certain if errors or discrepancies in the Beta Software may be corrected.
3. Support. RimpeX is not obligated to provide technical or other support for the Beta Software. However, limited technical support (Support Services), if noted in the materials provided to you by RimpeX, may be available. Use of any such Support Services is governed by the RimpeX policies and programs described in online documentation or in other RimpeX-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Beta Software and subject to the terms and conditions of this EULA. RimpeX may use technical information you provide to RimpeX for RimpeX' product support, development, and other business purposes. RimpeX will not utilize such technical information in a form that personally identifies you. Support Services may not be available in all countries outside the United States and will be discontinued upon release of a commercial version of the Beta Software.
4. Maintenance. RimpeX is not obligated to provide maintenance, technical support, or updates for the Beta Software. RimpeX is not obligated to release a commercial version of the Beta Software or to provide you with a copy of any commercial version that may be released.
5. Confidential Information. The Beta Software, including its features and the results of use or testing (Confidential Information), is confidential and proprietary to RimpeX. Confidential Information does not include information that you can prove (a) was already known to you prior to the effective date of this EULA, (b) became publicly known through no wrongful act by you, or (c) was received from a third party without similar restriction and without breach of this EULA. You will not disclose or provide Confidential Information to any third party except with RimpeX's written permission or upon judicial or governmental order, and you will give RimpeX reasonable notice prior to any such disclosure and will comply with any protective or equivalent order. This provision shall survive the termination or expiration of this EULA.
6. Disclaimer of Warranty. THE BETA SOFTWARE IS PROVIDED ON AN AS IS, WITH ALL DEFECTS BASIS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS (VICES CACHÉS)), ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
PART C--LICENSE OF SOFTWARE
Your possession and use of any Software other than Evaluation Software and Beta Software will be governed by the terms set forth in this Part C and in Part D below.
1. Grant of License. Upon your payment of the full license price and acceptance of this EULA, RimpeX grants you a limited, personal, non-exclusive license to install and use the Software on the terms and conditions set forth in this Part C and in Part D below.
2. Restrictions on Use of Software. You may install and use one copy of the Software on a single computer for use by an individual user, and only for your internal business purposes. You will not rent, lease, lend, sublicense, redistribute or otherwise allow third parties to use the Software directly or indirectly, whether on a time sharing, remote job entry, or service bureau arrangement or to provide commercial hosting services to third parties. You will not copy, modify or prepare derivative works of the Software. You may use the Software only in the language(s) which you select during installation or for which you acquire rights pursuant to an RimpeX Language Pack. You may not share the Software, except as set forth Section 3 below.
3. Shared Use on a Single Computer. Subject to the exceptions set forth at the end of this Section 3, a copy of the Software installed on a single common machine may be shared for internal use by employees and contractors of your business only, provided that a license has been purchased for each individual user. The following are exceptions to the provisions of this Section 3: (a) DemoShield Software may not be shared; and (b) The Standalone Build component of RimpeX DevStudio Software may be installed, reproduced and used on up to ten (10) computers residing on your premises, and a copy of the Standalone Build component may be shared on a common build/test machine on your premises, (c) the RimpeX Update Service components may be installed only on one computer but accessed by multiple users, and (d) Patch Impact Manager (PIM) may be installed, used, and shared on any number of computers residing on your premises, provided that the total number of end-user systems on the premises does not exceed the authorized number indicated by the lesser of (1) the licensed product tier, or (2) your enterprise license agreement.
4. Authority. With respect to any licenses purchased to effectuate shared use on a single computer pursuant to Section 3 above, you represent and warrant that you are authorized to enter into this EULA on behalf of the business purchasing such licenses.
5. Redistributable Files. The Software's component parts may not be separated for use on more than one computer, except as set forth in this Section 6 or in clause (b) of Section 3 above. You may copy the files specifically identified as Redistributables in the printed or electronic documentation that accompanies the Software and redistribute them to the end users (End Users) of the software code you create by using the Software (Works), subject to the following conditions: (a) copies of the Redistributables must be exact and unmodified; (b) you may distribute the Redistributables only with Works that add primary and substantial functionality to the Redistributables; and (c) you shall grant your End Users a limited, personal, non-exclusive and non-transferable license to use the Redistributables only to the extent required for the permitted operation of the Works and not to distribute them further. You will reproduce with the Redistributables all applicable trademark and copyright notices that accompany such Software, but you will not use RimpeX's name, logos or trademarks to market the Works.
6. Enterprise License Agreement. If you acquired the Software pursuant to an RimpeX Enterprise License Agreement, you may make the number of additional copies of the object code of the computer software portion of the Software permitted by the relevant Enterprise License Agreement, and you may use each copy in the manner specified above. You may not copy the printed materials accompanying the Software.
7. Support Services. RimpeX may provide you with support services related to the Software (Support Services). The provision and use of Support Services is governed by the RimpeX policies and programs described in the Software user manual and/or in online documentation. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this EULA. With respect to technical information you provide to RimpeX as part of the Support Services, RimpeX may use such information for its business purposes, including for product updates and development.
8. Limited Warranty. RimpeX warrants (a) that the Software will, for a period of ninety (90) days from the date of delivery, perform substantially in accordance with RimpeX's written materials accompanying it, and (b) that any Support Services provided by RimpeX shall be substantially as described in applicable written materials provided to you by RimpeX. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS (VICES CACHÉS)) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED, WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. Some states and jurisdictions do not allow disclaimers of or limitations on the duration of an implied warranty, so the above limitation may not apply to you. To the extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days.
9. Customer Remedies. In the event of any breach of the foregoing warranty or any other duty owed by RimpeX, the entire liability of RimpeX and its suppliers, and your exclusive remedy shall be, at RimpeX's option, either (a) return of the price paid by you for the Software (not to exceed the suggested U.S. retail price) if any, (b) repair or replacement of the defective Software or (c) re-performance of the Support Services. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
PART D---GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SOFTWARE LICENSES
Your possession and use of the Software for any purpose will be governed by the terms set forth in this Part D and in Part A, B or C above, whichever is applicable.
1. Designation of Individual User. If you are a business organization, you must designate one owner, officer or employee in your organization to exercise the rights set forth in this EULA. The provisions of this EULA shall bind you and that designated person, jointly and severally.
2. Use of Software. Except as permitted pursuant to this EULA, you will not otherwise use or copy, translate, modify, adapt, decompile, disassemble or reverse-engineer the Software. You agree not to use the Software in violation of any law, statute, ordinance or other regulation (including export control and unfair competition laws) or any obligation to which you are bound. You agree to comply with all applicable laws and regulations regarding your use of the Software. You agree to indemnify RimpeX from and against any liability that RimpeX may incur arising from your breach of this EULA or your use of the Software.
3. Ownership. All patents, copyrights, trade secrets, service marks, trademarks, and other proprietary rights in or related to the Software are and will remain the exclusive property of RimpeX or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Software is located. You hereby assign and agree to assign any and all rights you may have or acquire in or to the Software to RimpeX for no additional consideration. You will not take any action that jeopardizes RimpeX's or its licensors' proprietary rights or acquire any rights in the Software, except the limited rights set forth in this EULA. RimpeX or its designee will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or development thereof. At RimpeX's request, you will execute or obtain the execution of any instrument that may be appropriate to assign these rights to RimpeX or its designee or to perfect these rights in RimpeX's or its designee's name. You may make one copy of the Software for back-up and archival purposes. You may not remove, modify or alter any RimpeX copyright or trademark notice from any part of the Software, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the RimpeX Setup Wizard dialogue or 'about' boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software.
4. Confidentiality. You acknowledge that the Software is and incorporates confidential and proprietary information developed, acquired by or licensed to RimpeX. You will take all reasonable precautions necessary to safeguard the confidentiality of the Software, and will not disclose any information about the Software or the Software evaluations or reports to any other person without RimpeX's prior written consent. You will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Software. The placement of a copyright notice on the Software will not constitute publication or otherwise impair its confidential nature. You acknowledge that any breach of this Section will cause irreparable harm to RimpeX and its licensors.
5. Transfer of Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in Evaluation Software, Beta Software, or Software labeled Not for Resale or NFR. You may not, by operation of law or otherwise, transfer any license rights or other interests in any other Software, unless (a) you permanently and wholly transfer all your rights under this EULA; (b) you retain no copies (whole or partial); (c) you permanently and wholly transfer all of the Software (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (d) the transferee agrees to abide by all the terms of this EULA. Any purported transfer not in accordance with this Section 8 will be void.
6. Limitation of Damages. IN NO EVENT SHALL RimpeX, ITS LICENSORS OR SUPPLIERS OR ITS OR THEIR RELATED COMPANIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF YOU OR ANY OTHER PARTY ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL RimpeX OR ITS SUPPLIERS BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE FOLLOWING FOR EACH RESPECTIVE BREACH OR SERIES OF RELATED BREACHES: (i) WITH RESPECT TO SOFTWARE, THE AMOUNT OF LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT GAVE RISE TO SUCH DAMAGES OR LOSSES; AND (ii) WITH RESPECT TO ANY SUPPORT OR OTHER SERVICES PROVIDED HEREUNDER, THE AMOUNT OF FEES PAID FOR THE SUPPORT OR SERVICES THAT GAVE RISE TO SUCH DAMAGES OR LOSSES. EXCEPT WITH REGARD TO PAYMENTS DUE RimpeX, NEITHER PARTY SHALL BE LIABLE FOR ANY DELAYS OR FAILURES IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL THAT COULD NOT BE AVOIDED BY ITS EXERCISE OF DUE CARE.
7. Upgrades and Subscription. If the Software is labeled or otherwise identified by RimpeX as an upgrade or subscription, you must be properly licensed to use a product identified by RimpeX as being eligible for the upgrade in order to use the Software. Any Software labeled or otherwise identified by RimpeX as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.
8. Dual-Media Software. You may receive the Software in more than one medium. Regardless of the type or size of the medium you receive, you may use only that one medium that is appropriate for your single computer. You may not use or install from the other medium on another computer, including but not limited to portable computers under the exclusive control of the registered developer. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the Software.
9. U.S. Government Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. U.S. Government users will receive no greater than Restricted Rights as defined in FAR 52.227-14, FAR 52.227-19(c)(1-2) (Jun 1987) or DFAR 252.227-7013(c)(1)(ii) (Oct 1988), DFAR 252.221-7015(c) (May 1991), DFAR 252.227-7014, or DFAR 252.227-7018 as applicable in any Software. Government users will secure no greater than limited rights as defined in FAR 52.227-14, DFAR 252.227-7015, DFAR 252.227-7018, or DFAR 252.227-7013 as applicable in any technical data in or related to the Software. Manufacturer is: RimpeX Ltd. http://www.rimpexpmis.com
10. U. S. Export Restrictions. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders (Export Controls). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls (Restricted Person). You will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items or technology relating to RimpeX's business or related technical data or any direct product thereof to any Restricted Person.
11. Termination. In addition to any other rights or remedies it may have under applicable law, RimpeX may terminate this EULA if you fail to comply with its terms and conditions. In that event, you will destroy any and all copies of the Software and all of its component parts. You agree to promptly un-install and delete all copies of the Software in your possession and discontinue any further use of the Software. The parties' rights and obligations under Section 3 of Part A; Sections 5 and 6 of Part B; Sections 8 and 9 of Part C; and Sections 1, 2, 3, 4, 5, 6, 9 and 10 of this Part D will survive the termination of this Agreement.
12: .Miscellaneous.
(a) Relationship of Parties. You and RimpeX are independent parties. Nothing in this EULA shall be construed as making you an employee, agent or legal representative of RimpeX.
(b) No Third-Party Beneficiaries. There are no third-party beneficiaries of this EULA.
(c) Jurisdiction of Courts. You hereby consent to the exclusive jurisdiction of the courts situated in Cook County, Illinois for the resolution of any dispute arising out of or related to this EULA.
(d) Entire Agreement. This EULA constitutes the complete and entire understanding and agreement of all terms, conditions and representations between you and RimpeX with respect to the Software.
(e) Controlling Law. This EULA will be construed and enforced in accordance with the internal laws of the State of Illinois.
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