ATTENTION:
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE PURCHASING THIS PACKAGE.
THE INDIVIDUAL OR ENTITY READING THIS PACKAGE (THE "END
USER") AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU
PURCHASE THIS PACKAGE AND DO NOT AGREE TO THE TERMS OF THIS LICENSE,
DO NOT USE THE SOFTWARE AND PROMPTLY NOTIFY US, AND THE LICENSE PRICE
WILL BE REFUNDED.
The computer
program(s) and the accompanying documentation are provided to the
End-User by Schneiderman & Associates, LLC ("Licensor")
for use only under the following terms. Licensor reserves any right
not expressly granted to the End-user. The End-User owns the disk on
which the Software is recorded, but Licensor retains ownership of all
copies of the Software itself. The End-User assumes sole
responsibility for the installation, use and results obtained from use
of the Software.
1. License
End-User is
granted a limited, non-exclusive license to do only the following:
A) Install
and maintain the Software on one computer at any time for use only in
the End-User's own business.
B) Make one
copy in machine-readable form solely for backup or archival purposes
for the computer, which the Software is installed. Copyright law
protects the Software. As an express condition of this License, the
End-User must reproduce on the copy, Licensor's copyright notice and
any other proprietary legends on the original copy supplied by
Licensor.
C) Transfer
the Software and all rights under this License to another party
together with a copy of this License and all written materials
accompanying the Software, provided (i) the End-User gives Licensor
written notice of the transfer (including in such notice the identity
of the transferee), and (ii) the other party reads and agrees to
accept the terms and conditions of this License.
2.
Restrictions
The End-User
may NOT sublicense, assign, or distribute copies of the Software to
others. The Software contains trade secrets. The End-User may NOT
decompile, reverse engineer, disassemble, or otherwise reduce the
Software to a human readable form. THE END-USER MAY NOT MODIFY, ADAPT,
TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR
OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS
BASED UPON THE SOFTWARE OR ANY PART THEREOF, EXCEPT AS EXPRESSLY
PROVIDED IN SECTION 1.C. ABOVE.
3.
Protections and Security
The End-User
agrees to use its best efforts and to take all reasonable steps to
safeguard the Software to ensure that no unauthorized person shall
have access thereto and that no unauthorized copy, publication,
disclosure or distribution in whole or in part, in any form, shall be
made. The End-User acknowledges that the Software contains valuable
confidential information and trade secrets and that unauthorized use
and/or copying are harmful to Licensor.
4.
Termination
This License
is effective until terminated. This License will terminate immediately
without notice from Licensor if the End User fails to comply with any
of its provisions. Upon termination the End User must destroy the
Software and all copies thereof, and the End-User may terminate this
License at any time by doing so.
5. Export
Law Assurances
The End-User
agrees that the Software is to be used only in the United States and
the Software will not be transferred or exported, directly or
indirectly, outside the U.S.
6. Limited
Warranty
Licensor
warrants that, for 90 days from the date of initial use by the
original End User, the Software shall operate substantially in
accordance with the published functional specifications current at the
time of shipment. If, during the warranty period, a defect appears,
End User shall return the Software to Licensor and Licensor's only
obligation shall be, at Licensor's election, to replace the defective
Software or refund the purchase price. The End-User agrees that the
foregoing constitutes the End-User's sole and exclusive remedy for
breach by Licensor under any warranties made under this Agreement.
This warranty does not cover any Software that has been altered or
changed in any way by anyone other than Licensor. Licensor is not
responsible for problems associated with or caused by incompatible
operating systems or equipment, or for problems in the interaction of
the Software with software not furnished by Licensor. No oral or
written information or advice given by Licensor or its dealers,
distributors, employees or agents shall in any way extend, modify or
add to the foregoing warranty.
THE WARRANTY
AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE END-USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY,
AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR, OR ITS
DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE
END-USER FOR ANY CONSEQUENTIAL INCIDENTAL, INDIRECT, SPECIAL OR
EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE
LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR
ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR'S
LIABILITY TO THE END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY
CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE
LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID
TO LICENSOR FOR THE LICENSE OF THE SOFTWARE.
7.
Enhancements
From time to
time Licensor may, in its sole discretion, advise the End-User of
updates, upgrades, enhancements or improvements to the Software and/or
new releases of the Software (collectively, "Enhancements"),
and may license the End-User to use such Enhancements upon payment of
prices as may be established by Licensor from time to time. All such
Enhancements to the Software provided to the End-User shall also be
governed by the terms of this License. IN ORDER FOR THE END-USER TO BE
ASSURED THAT IT WILL BE ADVISED OF AND LICENSED TO USE ANY
ENHANCEMENTS TO THE SOFTWARE, THE END-USER MUST COMPLETE, SIGN AND
RETURN TO LICENSOR THE ATTACHED END-USER REGISTRATION CARD.
8.
Disputes
This license
agreement shall be governed by, construed and enforced in accordance
with the laws of the Oklahoma, as it is applied to agreements entered
into and to be performed entirely within such jurisdiction.
To the
extent you have in any manner violated or threatened to violate
Schneiderman & Associates, LLC and/or its affiliates' intellectual
property rights, Schneiderman & Associates, LLC and/or its
affiliates may seek injunctive or other appropriate relief in any
state or federal court in the State of Oklahoma, and you consent to
exclusive jurisdiction and venue in such courts.
Any other
disputes will be resolved as follows:
If a dispute
arises under this agreement, we agree to first try to resolve it with
the help of a mutually agreed-upon mediator in the following location:
Tulsa, Oklahoma. Any costs and fees other than attorney fees
associated with the mediation will be shared equally by each of us.
If it proves
impossible to arrive at a mutually satisfactory solution through
mediation, we agree to submit the dispute to binding arbitration at
the following location: Tulsa, Oklahoma, under the rules of the
American Arbitration Association. Judgment upon the award rendered by
the arbitration may be entered in any court with jurisdiction to do
so.
9. General
If any
provision of this License is held by a court of competent jurisdiction
to be invalid or unenforceable to any extent under applicable law,
that provision will be enforced to the maximum extent permissible, and
the remaining provisions of this License will remain in full force and
effect. Any notices or other communications to be sent to Licensor
must be mailed first class, postage prepaid, to the following address:
Schneiderman & Associates, LLC, .
This
Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof, and all prior proposals,
agreements, representations, statements and undertakings are hereby
expressly cancelled and superseded.
This
Agreement may not be changed or amended except by a written instrument
executed by a duly authorized officer of Licensor.
10.
Acknowledgment
BY OPENING
THIS PACKAGE, THE END-USER ACKNOWLEDGES THAT IT HAS READ THIS LICENSE,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
If you have
any questions concerning this License, contact Licensor at the address
set forth above.
Schneiderman