Encore Software, Inc. and its Licensors (collectively "Licensor") and
Consumer ("You")
THIS LICENSE RELATES TO ALL COMPUTER SOFTWARE, AND THE ACCOMPANYING USER DOCUMENTATION CONTAINED ON THIS CD (THE "PROGRAM"). THE PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD) TO YOU. BY USING THE PROGRAM, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND LICENSOR CONCERNING THE PROGRAM.
1. License Grant. Licensor hereby grants to you, and you accept, a nonexclusive license to use the computer programs contained on this CD in machine-readable, object code form only (collectively referred to as the "Software"). The Software may be used only on a single computer owned, leased, or otherwise controlled by you; or in the event of inoperability of that computer, on a backup computer selected by you. Neither concurrent use on two or more computers nor use on a local area network or other network is permitted. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement, except that you may permanently transfer all of your rights under this License Agreement, provided that you retain no copies, transfer all of the Software (including all related media and printed materials and any upgrades), and the transferee agrees to the terms of this License Agreement). You agree that you will not reverse assemble, reverse compile, or otherwise translate the Software.
2. Licensor's Rights. You acknowledge and agree that the Program is proprietary product of Licensor protected under U.S. copyright law. You further acknowledge and agree that all right, title and interest in and to the Program, including any associated intellectual property rights, are and shall remain with Licensor. This License Agreement does not convey to you an interest in or to the Program, but only a revocable limited right of use in accordance with the terms of this License Agreement. You are responsible for, and must use your best efforts to prevent the breaking of these terms by any other person.
3. 1. Scope of Rights. You may:
a. Install the Licensed Program into your computer;
b. Retain the Program CD for backup purposes;
c. Make one copy of the Software on a second CD for the purpose of backup in the event the Program CD is damaged or destroyed (retaining any copyright and other proprietary notices that appear on the original CD);
d. Make one copy of the User's Manual for backup purposes so long as any such copies of the Software or the User's Manual include Licensor's copyright and other proprietary notices; and
e. Use clip art and fonts in this program, royalty-free, for normal print and web use where appropriate.
f. If this Product includes Clipart and/or Photo Images, use the Clipart and/or Photo Images only if you comply with the terms set out in the Guidelines for the Use of Clipart and Professional Photo Images below.
3.2. Restrictions on Use. You may not:
a. Use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor;
b. Reverse assemble, reverse compile, or otherwise translate the Licensed Program;
c. Electronically transfer clip art and/or fonts except as part of a compound document;
d. Use images for any form of sponsorship or commercial exploitation where the image is the primary value without further permission from the Licensor;
e. Transfer, lease, assign, or sublicense your rights except for a transfer of the Licensed Program in its entirety.
4. Fees and Payments. The license fees paid by you are paid in consideration of the licenses granted under this License Agreement.
5. Term. This License Agreement is effective upon your opening of this program and shall continue until terminated. You may terminate this License Agreement at any time by returning the Program and all copies thereof and extracts therefrom to Licensor. Licensor may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by Licensor, you agree to return to Licensor the Program and all copies and portions thereof.
6. Limited Warranty. Licensor warrants, for your benefit alone, for a period of 90 days from the date of commencement of this License Agreement (referred to as "Warranty Period") that the Program CD in which the Software is contained is free from defects in material and workmanship. Licensor further warrants, for your benefit alone, that during the Warranty period the Program shall operate substantially in accordance with the functional specifications in the User's Manual. If during the Warranty Period, a defect in the Program appears, you may return the Program to Licensor for either replacement, or, if so elected by Licensor refund of amounts paid by you under this License Agreement. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Licensor of any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PROGRAM, AND THE SOFTWARE CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. The cumulative liability of licensor to you for all claims relating to the licensed program and this agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the license fee paid to licensor for use of the program. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST YOU, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Proprietary Protection. Licensor shall retain sole and exclusive ownership of all right, title, and interest in and to the Program and all modifications and enhancements. This Agreement does not provide you with title or ownership of the Licensed Program, but only a right of limited use.
9. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
10. Severability. In the event that any terms of this Agreement are or become or are declared to be invalid or void by any court of competent jurisdiction, such determination shall have no effect on the remaining terms of this Agreement, which shall remain in full force and effect.
11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A. All actions or proceedings seeking the interpretation and/or enforcement of this Agreement shall be brought only in the State or Federal Courts located in Los Angeles County in the State of California. Licensor and Consumer hereby submit themselves to the jurisdiction of such courts.
12. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent action in the event of future breaches.
13. No Adequate Legal Remedy. You acknowledge that, in the event of your breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies.
14. U.S. Government Restrictions. This Program is provided with restricted rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 - 7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.
GUIDELINES FOR THE USE OF
CLIPART AND PROFESSIONAL PHOTO IMAGES
This Product contains numerous clipart and photo images (collectively referred to as the "Images") which are either owned by or licensed by the Licensor. As a user of this product you are free to use, modify and publish the Images as you wish subject to the restrictions set out below. If you are uncertain as to whether your intended use is in compliance with the Guidelines set out below, we recommend that you seek the advice of your own attorney or legal counsel. Licensor will not provide you with an opinion as to whether your use is in compliance with these Guidelines.
A. YOU MAY, subject to the restrictions set out below:
1. incorporate any Image(s) into your own original work and publish, display and distribute your work in any media. You may not, however, resell, sublicense, or otherwise make available the Image(s) for use or distribution separately or detached from a product or web page. For example, the Image(s) may be used as part of a web page design, but may not be made available for downloading separately or in format designed or intended for permanent storage or re-use by others. Similarly, clients may be provided with copies of the Image(s) (including digital file) as an integral part of a work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately or as part of any other product;
2. make one (1) copy of the Image(s) for backup or archival purposes.
B. YOU MAY NOT
1. create scandalous, obscene, defamatory or immoral works using the Image(s) nor use the Image(s) for any other purpose which is prohibited by law;
2. use or permit the use of the Image(s) or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof;
3. use the Image(s) in electronic format, on-line or in multimedia applications unless all of the Image(s) are incorporated for viewing purposes only and no permission is given to download and/or save the Image(s) for any reason;
4. Rent, lease, sublicense or lend the Image(s), or a copy thereof, to another person or legal entity. You may, however, transfer all your license to use the Image(s) to another person or legal entity, provided that (i) you transfer the Image(s) and this License, including all copies (except copies incorporated into your work product as permitted under this License), to such person or entity, (ii) that you retain no copies, including copies stored on a computer or other storage device, and (iii) the receiving party agrees to be bound by the terms and conditions of this License;
5. Use any Image(s) except as expressly permitted by this License.
Encore is a registered trademark of Encore Software, Inc.
(c) 1999 Encore Software, Inc. All rights reserved.
