SpinFire(tm) Ultimate
Actify, Inc.
SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS DOCUMENT CAREFULLY. IF YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (the "Agreement"), AND WISH TO RECEIVE AND USE ACTIFY'S SOFTWARE PRODUCT (the "Software"), PLEASE CLICK ON THE YES BUTTON BELOW. THE SOFTWARE WILL ONLY BE INSTALLED ON YOUR MACHINE IF YOU HAVE SO INDICATED YOUR ACCEPTANCE OF THIS AGREEMENT.
1. Grant Of Limited License. Software Use Restrictions. In consideration for your acceptance of the terms and conditions of this Agreement, Actify will grant to you a personal, non-transferable and non-exclusive right to use and execute the Software on a single personal computer (a "PC"), without right to sublicense or distribute the Software (except as provided in Section 3 below). Under no circumstance may you store, use or allow the use of the Software in any manner on more than one PC at one time. You agree that you will not modify, reverse engineer, decompile or disassemble any portion of the Software.
2. Duplication Restrictions. In order to effect your license rights hereunder, you may install the Software by duplicating it onto the hard disk drive or into the CPU memory of a PC for use thereon, and you may make full or partial copies of the Software, but only as necessary for backup or archival purposes or for purposes of distribution pursuant to Section 3 below. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Actify on any media containing an authorized copy of the Software originally provided by Actify.
3. Distribution of the Software to Others. You may duplicate and distribute copies of the Software to others, or allow copies of the Software to be made by someone else, provided that all of such copies include (i) the entire installation package as originally provided for the Software by Actify, and (ii) a copy of this License Agreement.
4. Ownership of Software. You agree and acknowledge that Actify transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, and that Actify and its licensors reserve all rights not expressly granted to you hereunder.
5. Transfer Restrictions. This license is personal to you. Except as expressly provided in Section 3 above, you may not transfer the Software and/or assign this License to any third party. If you attempt to transfer or assign this License, such transfer or assignment will be void and without effect.
6. Export Restrictions. You may not export or re-export any Software or other technology received under this Agreement except in full compliance with all United States and other applicable laws and regulations. In particular, none of such Software or technology may be exported or re-exported into (or to a national or resident of) any country to which the U.S. embargoes goods, or 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.
7. Term; Termination. The term of this Agreement shall commence when you electronically download or receive (if Actify delivers the Software to you by email or alternative means) and shall continue thereafter. If you fail to fulfill any of your material obligations under this Agreement, Actify and/or its licensors may pursue all available legal remedies to enforce this Agreement, and Actify may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under this Agreement. You agree that Actify's licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if Actify terminates this Agreement for your default, you will, within thirty (30) days after any such termination, deliver to Actify or render unusable all Software originally provided to you hereunder and any copies thereof embodied in any medium.
8. Publications and Lectures. The use of SpinFire(tm) in data manipulation for any kind or publication or lecture should receive a full acknowledge.
9. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of law rules.
10. Disclaimer Of Software Warranty. ACTIFY PROVIDES THE SOFTWARE TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN TO YOU BY ANY ACTIFY EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR WILL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
11. Limitation Of Liability. IN NO EVENT SHALL ACTIFY OR IT LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL, OR PROPERTY DAMAGE), WHETHER OR NOT ACTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.