SoftIntegration Ch Professional Edition for ARM End-User License Agreement

SoftIntegration Ch Professional Edition for ARM End-User License Agreement

The undersigned ("You," "Licensee" or "End User") and SoftIntegration, Inc. ("SoftIntegration") agree as follows:

SOFTINTEGRATION IS PROVIDING THE LICENSED SOFTWARE FOR YOUR USE ON A NONEXCLUSIVE BASIS UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS SET FORTH BELOW. IF YOU ARE NOT WILLING TO ACCEPT THESE TERMS AND CONDITIONS, DO NOT INSTALL THE LICENSED SOFTWARE AND RETURN THE LICENSED SOFTWARE UNUSED WITHIN THIRTY DAYS OF PURCHASE FOR A REFUND OF THE PAID LICENSE FEE.

1. Legal Agreement. This is a legal agreement between You (the End User, either an individual or an entity) and SoftIntegration. By installing this Licensed Software, You indicate Your acceptance of this Agreement. If You do not agree to all of the terms of this Agreement, promptly return the Licensed Software and all related materials to SoftIntegration at the address written below. If You are accessing the Licensed Software electronically, indicate Your acceptance of these terms by selecting the "Yes" in response to the question "Do You accept all the terms of the preceding License Agreement?" during the installation. If You do not agree all of these terms, select "No" in response to the same question.

2. Grant of License. Subject to the terms and conditions of this Agreement, SoftIntegration grants You (Licensee) the right, as an End User, to install and use the SoftIntegration Ch Professional Edition version 7.5 in both binary and source code form and related user documentation ("Licensed Software") identified in this Agreement solely for personal and educational purpose. The Licensed Software includes all other computer software and documentation delivered to Licensee pursuant to this License Agreement or SoftIntegration software support. The Licensee is authorized to maintain one archival copy of the Licensed Software on storage media.

3. Limited Right to Use and Prohibited Uses. Licensee's use of the Licensed Software is conditioned upon compliance with all terms and conditions of this Agreement. All uses of the Licensed Software not specifically stated in the Grant of License section of this Agreement are prohibited, including, without limitation:
a. directly or indirectly using the Licensed Software for commercial purposes;
b. using the Software for any illegal purpose or to create malicious programs, including but not limited to creating computer viruses and malware;
c. using a password, activation key, or other means of accessing the Licensed Software other than as specifically authorized by SoftIntegration;

4. No Modification of Licensed Software. Licensee shall not modify, reverse engineer, decompile, disassemble or translate the Licensed Software or related documentation, or apply any other procedure or technology to the Licensed Software so as to determine the source listings for the Licensed Software.

5. No Assignment, Transfer or Disclosure. Licensee shall not transfer, disclose, disseminate, provide or otherwise make available all or any part of the Licensed Software or documentation to a third party without the prior written consent of SoftIntegration. Licensee shall not disclose the results of any benchmark tests of the Licensed Software to any third party without SoftIntegration's prior written approval. Neither the Licensed Software nor this Agreement may be assigned or otherwise transferred by Licensee.

6. No Right to Sublicense. Licensee shall not distribute, rent, sell, lease or sublicense all or part of the Licensed Software or documentation to any person. Licensee agrees it will not use or grant any right to use the Licensed Software or any portion thereof except as authorized herein, and that it will not make or have made, or permit to be made, any copies of the Licensed Software, other than a single copy of the Licensed Software for archival purposes only. Any such archival copy shall contain the same proprietary notices or legends which are applicable to such portions thereof. The software may contain open source components identified and governed by licenses in the directory CHHOME/license or CHHOME/toolkit/license where CHHOME is the home directory in which Ch will be installed. Those open source components are governed by their licenses in the above directories.

7. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTINTEGRATION FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH RECIPIENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOFTINTEGRATION OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SOFTINTEGRATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. High-Risk Activities. The Licensed Software is not fault tolerant and is not designed, manufactured or intended for use in hazardous environments requiring fail-safe performance (including, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons system), in which the failure of the Licensed Software could lead directly or indirectly to death, personal injury, or severe physical or environment damage. SoftIntegration and its suppliers specifically disclaim any express or implied warranty of fitness for any high-risk uses specified above.

9. Ownership. Licensee agrees it has no rights with respect to the Licensed Software other than those rights granted by this Agreement. SoftIntegration has retained and will retain all ownership rights to the Licensed Software and documentation, including all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information relating thereto.

10. Termination. The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must destroy all copies of the Licensed Software and Documentation.

11. Return of Licensed Software Upon Termination. In the event this License Agreement is terminated, Licensee agrees to return to SoftIntegration the Licensed Software and to provide SoftIntegration with a signed and dated written certification that Licensee has destroyed all of its copies of the Licensed Software. Such return and notice must be received by SoftIntegration within fifteen (15) days following notice of termination.

12. Export Regulations. Licensee acknowledges that the Licensed Software is subject to United States export control laws and regulations. None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

13. No Modification or Waiver. This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties hereto. SoftIntegration shall be deemed not to have assented to any variations in the terms of this Agreement or to different terms unless such assent is express, includes an express waiver of the applicable terms of this Agreement, and is in writing and signed. Moreover, any waiver is only for the particular matter specified therein, and shall not affect or impair the right of SoftIntegration to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition.

14. Compliance with Laws. Use, duplication or disclosure of the programs and documentation by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) at DOD Supplement to the Federal Acquisition Regulations ("DFAR") or subparagraphs (c)(1) and (2) of Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19.

15. Governing Law; Venue The rights and obligations of the parties and the interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws rules. The exclusive venue of any action arising out of this Agreement shall be the State or federal courts located in Sacramento, California. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

16. Contact. Should you have any questions concerning this Agreement, or if you desire to contact SoftIntegration for any reason, please write: SoftIntegration, Inc., 216 F Street, #68, Davis, CA 95616, USA; www.softintegration.com.

SoftIntegration Ch Professional Edition EULA (Revision 161129)