FUND E-Z DEVELOPMENT CORPORATION END-USER LICENSE AGREEMENT
This product is licensed under US and International Copyright and other Intellectual Property laws. Specific copyright notices are listed in the product About box. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FUND E-Z DEVELOPMENT CORPORATION FOR THE SOFTWARE PRODUCT IDENTIFIED ABOVE, WHICH INCLUDES COMPUTER SOFTWARE AND RELATED DOCUMENTATION. LICENSE GRANT: Subject to the terms and conditions of this Agreement, FUND E-Z Development Corporation, a New York corporation whose address is 106 Corporate Park Drive, White Plains, NY 10604 USA (“FUND E-Z”) hereby grants to you a personal, non-exclusive license (a “License”) to use the software product identified above (the “Software”) and the accompanying printed materials (the “Documentation”) on the terms set forth below. FUND E-Z reserves all rights to the Software and Documentation not expressly granted to you.
1. SCOPE OF LICENSE. THIS LICENSE GRANTS YOU THE FOLLOWING RIGHTS: * Software. Except as set forth under Multi-User Licensing, the Software is provided under a single-user license. A single individual may use the software on a single computer. Multiple individuals on different computers may not share a License for the Software. * Storage/Network Use. You may store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software over an internal network. If the Software is installed on a network server or other system that physically allows shared access to the Software, you agree to provide technical or procedural methods to prevent use of the Software by individuals not specifically licensed to use the Software pursuant to this Agreement. * Multi-User Licensing. If you have acquired this Agreement from a multi-user version of the Software, you are allowed multi-user access to the Software, installed on your network server, up to the number of concurrent users covered under your purchase. * Support. Information regarding support of this product is located within the Support section of FUND E-Z’s Internet web site at www.fundez.com.
2. RESTRICTIONS. * Reverse Engineering. You may not modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restrictions) or create derivative works based on the Software or Documentation, or any portion thereof. * Copying. You may not copy the Software or Documentation except as specifically provided by this Agreement. * Separation of Components. The Software is licensed as a single product. You may not separate the Software’s component parts for use on more than one computer. * Transfer. You may not rent, lease, lend or otherwise temporarily transfer the Software or Documentation, but you may transfer the software and documentation together on a permanent basis provided you retain no copies and the recipient agrees to the terms of this End-User License Agreement * Proprietary Notices. You may not remove any proprietary notices, labels or marks on the Software or Documentation. * Upgrades. If this version of the Software is an upgrade from another version or other product, this upgrade License supersedes and replaces any previous License. You may use the Software only in conjunction with the upgraded product, unless you destroy the upgraded product. * Use of FUND E-Z’s Name. You may not use FUND E-Z’s or FUND E-Z’s suppliers’ name, logos, or trademarks in any manner including, without limitation, in your advertising or marketing materials, except as is necessary to affix the appropriate copyright or other proprietary notices as required herein.
3. TITLE. All title, ownership rights, and intellectual property rights in and to the Software and Documentation and any copies thereof are vested in and shall remain in FUND E-Z and/or its suppliers. The Software and the Documentation is protected by the copyright laws and other intellectual property laws of the United States and international treaties.
4. TERMINATION. The License is in effect until terminated. You may terminate this License by ceasing any use of the Software and Documentation, and deleting or otherwise destroying the Software and Documentation. The License will terminate immediately and automatically if you breach any of the terms of this Agreement or otherwise fail to comply with the limitations described herein. If you received this License as part of any FUND E-Z Beta program, then this License will terminate upon the first public announcement by FUND E-Z that the commercial release of the Software is available, and you will be required to obtain a license for the commercial version of the Software. On any termination, you must destroy all copies of the Software and Documentation. Sections 2, 3, 7 and 8 shall survive any termination of this Agreement.
5. EXPORT CONTROLS. This Software is subject to the export control laws of the United States. You may not export or re-export the Software or any part thereof without the appropriate United States and foreign government licenses. You shall otherwise comply with all applicable export control laws and shall indemnify, defend, and hold FUND E-Z and its suppliers harmless from any and all liabilities (including attorney’s fees) arising from or related to your violation of such export control laws.
6. U.S. GOVERNMENT END-USERS. The Software and Documentation is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software and Documentation with only those rights set forth therein.
7. LIMITED WARRANTY. FUND E-Z warrants that the media containing the Software, if such media is provided by FUND E-Z, is free from defects in material and workmanship and will so remain for thirty (30) days from the date you acquired the Software. FUND E-Z’s sole liability, and your sole and exclusive remedy, for any breach of this warranty shall be, in FUND E-Z’s sole discretion: (i) to replace your defective media; or (ii) if the above remedy is impracticable, to refund the License fee you paid for the Software. Replaced Software and Documentation shall be covered by this limited warranty for thirty (30) days after the date of shipment to you of the replaced Software. Only if you inform FUND E-Z of such defect with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will FUND E-Z be obligated to honor this warranty. FUND E-Z will use commercially reasonable efforts to replace or refund pursuant to the foregoing warranty within thirty (30) days of being so notified. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY FUND E-Z. EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND FUND E-Z MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THESE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY. NO FUND E-Z AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modification is made to the Software or Documentation by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be voided. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the Documentation. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL FUND E-Z OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION EVEN IF FUND E-Z SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FUND E-Z, ITS SUPPLIERS AND RESELLERS UNDER THIS AGREEMENT EXCEED FUND E-Z’S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU IN ITS ENTIRETY.
9. GENERAL. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior or contemporaneous agreements and representations between them with respect to the subject matter. This Agreement may be amended only in a writing executed by both parties. THE ISSUANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER, AND SUCH PURCHASE ORDER TERMS SHALL HAVE NO EFFECT ON THIS LICENSE AGREEMENT. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of this Agreement shall nonetheless remain in full force and effect. This Agreement shall be governed by and construed under New York law as such law applies to agreements between New York residents entered into and to be performed within New York, except as governed by Federal law. All disputes arising under this Agreement shall be brought in the court of competent jurisdiction in Westchester County, State of New York in the United States, and you consent to the personal jurisdiction of such court. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.