USER LICENSE AGREEMENT - CD-ROM SUPPLIED SOFTWARE PRODUCTS
FOR DEMONSTRATION, LICENSE PURCHASE, AND USE
* * * P L E A S E R E A D C A R E F U L L Y * * *
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND COMPONENTSOURCE ("ComponentSource"). BY DOWNLOADING COMPONENTSOURCE'S SOFTWARE PRODUCTS (the "SOFTWARE") FROM THIS CD-ROM (the "CD") FOR ANY PURPOSE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE SOFTWARE LICENSE AND DISCLAIMER OF SOFTWARE WARRANTY BELOW. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING AND TRYING OR USING THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT SELECT "I AGREE" BELOW, AND THE SOFTWARE WILL NOT BE DOWNLOADED.
1. Fees, Orders and Payment
(a) License Fees
Software license fees quoted by ComponentSource do not include installation charges, or any value added or other taxes levied or based on license fees or on the licensing or use of the Software, if applicable, excluding taxes based on ComponentSource's net income. ComponentSource will include any applicable taxes or other agreed charges in its invoice to you as a separate item, and you agree to pay them or, if applicable in the case of educational, charitable or other approved use classes, to supply appropriate tax exemption certificates in a form satisfactory to ComponentSource.
(b) Order Information: Terms of Payment
You agree that ComponentSource may require you to submit a written purchase order for each Software limited license, by facsimile transmission or otherwise, including an invoice-to address. If ComponentSource has approved your use of an indirect payment method for your order, you agree that you will provide ComponentSource with all reasonably requested information including, as applicable, payment card, credit card, personal identification or other similar information. You certify that all information you provide will be accurate, complete and current, and that you will pay all charges incurred by ComponentSource in connection with ComponentSource's use of your account, credit card or other payment mechanism.
2. Grant of License and Software Use Restrictions; Evaluation Licenses
(a) Restricted Licenses
In consideration for your entering into this Agreement and for your payment of any applicable license fee under Clause 1 above, ComponentSource will grant you a personal, non-transferable (except as expressly stated in Clause 4 below) and non-exclusive right to install, use and execute the Software on a single standalone multi-media personal computer system (a "System"), subject to the terms and conditions in this portion of the Software. Under no circumstances may you store, use or allow the use of the Software in any manner on more than one System at one time.
You agree that you will not reverse engineer, de-compile or disassemble any portion of the Software. If you intend to do so in reliance on claimed legal rights you agree that you will first give ComponentSource a minimum three calendar months' written notice of such intention. If you dispose of any media or apparatus containing Software, you will ensure that you have completely erased or otherwise destroyed any Software contained or stored on them. Except as expressly provided in Clause 4 below, you may not distribute, lease, transfer for profit, loan or otherwise convey the Software or any part of it to anyone.
(b) Evaluation Licenses
ComponentSource provides the demonstration versions of the Software at no charge to you, other than any sum charged for the CD, for evaluation purposes only. This evaluation Software is licensed to you with all the rights set out in Clause 2(a) above, but with a limited license term and/or functionality. You agree and acknowledge that ComponentSource provides evaluation Software solely for demonstration purposes and not for long term use. On your accepted order, and payment of the applicable fee, ComponentSource will provide a key or other mechanism to you for conversion of an evaluation limited license to a non-evaluation, full restricted license.
(c) CD-ROM License
The CD is supplied solely for the purpose of giving you access to the Software for evaluation or business use on the terms and conditions of this License Agreement. Amending, printing or other use of the artwork or images on the CD, and the rental, lending, networking, resale, remote access, transmission or inclusion on a bulletin board of the CD or any of its contents are strictly prohibited.
3. Copying Restrictions
In order to effect the license rights granted to you, you may install the Software by copying it onto the hard disk or into the CPU memory of a System for use on that System, and you may make full or partial copies of the Software, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies will be solely under the terms and conditions of this Agreement, and (ii) you will place the same proprietary and copyright notices and legends on all copies as are included by ComponentSource or the Software proprietor, on the CD.
4. Ownership of Software and Media
You agree and acknowledge that ComponentSource, on behalf of itself or any Software proprietor, transfers no ownership interest in any of the Software, or in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, and that ComponentSource and its licensors reserve all rights not expressly granted to you in this License Agreement. After you pay any applicable initial license fees,and after you have signified your agreement to these terms and condions, title to the CD will pass to you, but ComponentSource and its licensors will retain ownership of all of the Software on the CD and of all copies you make of all or part of the Software, at all times and for all purposes.
5. Transfer Restrictions.
If you transfer ownership or otherwise dispose of any System containing Software, you may transfer the Software and all licenses and rights in the Software granted to you under this Agreement to the transferee provided that: (i) the transferee agrees in writing to accept the terms and conditions of this Agreement, and (ii) you also transfer all Software, including all copies, to the transferee. Except as provided in this Clause, you may not sublicense, transfer or assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part.
6. Export Restrictions
You may not export or re-export any Software or other technology received under this License Agreement except in full compliance with all United States of America and United Kingdom applicable laws and regulations. In particular, none of the Software or technology may be exported or re-exported into (or to a national or resident of) any country to which the US or the UK embargoes goods, or to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Denial Orders.
7. Term; Termination
The term of this Agreement will commence when you electronically download or receive the Software (if ComponentSource delivers the Software to you by email or alternative means) and, unless terminated earlier as provided in this Clause, will continue perpetually EXCEPT THAT that the term of your license to use evaluation Software will be thirty (30) days or such other period as ComponentSource designates at the time you download or ComponentSource delivers the evaluation Software to you. If you fail to fulfil any of your material obligations under this Agreement, ComponentSource and/or its licensors may pursue all available legal remedies to enforce this Agreement, and ComponentSource may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under it. You agree that ComponentSource's licensors referenced in the Software are third party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellec
