End User License Agreement
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY.
BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6 AND 7; LIABILITY IN SECTION 8; AND SPECIFIC EXCEPTIONS IN SECTION 13. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (e.g. CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE.
1. Definitions. "Software" means (a) all of the contents
of the files, disk(s), CD-ROM(s) or other media with which this Agreement is
provided, including but not limited to (i) Leapbeyond Solutions or third party
computer information or software; (ii) digital images, stock photographs, clip
art, sounds or other artistic works ("Stock Files"); (iii) related
explanatory written materials or files ("Documentation"); and (iv)
fonts; and (b) upgrades, modified versions, updates, additions, and copies of
the Software, if any, licensed to you by Leapbeyond Solutions (collectively,
"Updates"). "Use" or "Using" means to access,
install, download, copy or otherwise benefit from using the functionality of
the Software in accordance with the Documentation. “License” means
the right to use the software on ONE (1) computer. "Permitted Number"
refers to the number of Licenses purchased from Leapbeyond Solutions. "Computer"
means an electronic
device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Leapbeyond Solutions" means Leapbeyond Solutions Incorporated, a company with its headquarters located in Canada.
2. Software License. As long as you comply with the terms of
this End User License Agreement (the "Agreement"), Leapbeyond Solutions
grants to you a non-exclusive license to Use the Software for the purposes described
in the Documentation. Some third party materials included in the Software (if
in fact included) may be subject to other terms and conditions, which are typically
found in a "Read Me" file located near such materials.
2.1. General Use. You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers; or
2.2. Server Use. You may install one copy of the Software on your computer file server for the purpose of downloading and installing the Software onto other computers within your internal network up to the Permitted Number or you may install one copy of the Software on a computer file server within your internal network for the sole and exclusive purpose of using the Software through commands, data or instructions (e.g. scripts) from another computer on your internal network, provided that the total number of users that access or Use the Software on such computer file server, does not exceed the Permitted Number. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a computer not part of your internal network, for internet or web hosting services or by any user not licensed to use this copy of the Software through a valid license from Leapbeyond Solutions; and
2.3. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.
2.4. Stock Files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon any third party intellectual property rights or in any otherwise illegal manner. You may not claim any trademark rights in the Stock Files or derivative works thereof.
3. Intellectual Property Rights. The Software and any copies that you are authorized by Leapbeyond Solutions to make are the intellectual property of and are owned by Leapbeyond Solutions Incorporated and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Leapbeyond Solutions Incorporated and its suppliers. The Software is protected by copyright, including without limitation by Canadian Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software License"). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Leapbeyond Solutions to provide the information necessary to achieve such operability and Leapbeyond Solutions has not made such information available. Leapbeyond Solutions has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Leapbeyond Solutions or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Leapbeyond Solutions Customer Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Software.
4. Transfer. You may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another users computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer each this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, and all copies of font software converted into other formats, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
5. Multiple Environment Software / Multiple Language Software / Dual Media Software / Multiple Copies/ Bundles / Updates. If the Software supports multiple platforms or languages, if you receive the Software on multiple media, if you otherwise receive multiple copies of the Software, or if you received the Software bundled with other software, the total number of your computers on which all versions of the Software are installed may not exceed the Permitted Number. You may not, rent, lease, sublicense, lend or transfer any versions or copies of such Software you do not Use. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use the Update. You may continue to Use the previous version of the Software on your computer after you receive the Update to assist you in the transition to the Update, provided that: the Update and the previous version are installed on the same computer; the previous version or copies thereof are not transferred to another party or computer unless all copies of the Update are also transferred to such party or computer; and you acknowledge that any obligation Leapbeyond Solutions may have to support the previous version of the Software may be ended upon availability of the Update.
6. LIMITED WARRANTY. Except as may be otherwise provided in
Section 13, Leapbeyond Solutions warrants to the person or entity that first
purchases a license for the Software for use pursuant to the terms of this license,
that the Software will perform substantially in accordance with the Documentation
for the thirty (30) day period following receipt of the Software when used on
the recommended hardware configuration. Non-substantial variations of performance
from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY
DOES NOT APPLY TO UPDATES, PRE-RELEASE (BETA), TRYOUT, PRODUCT SAMPLER, OR NOT
FOR RESALE (NFR) COPIES OF SOFTWARE (See Section 13).
To make a warranty claim, you must return the Software to the location where you obtained it along with proof of purchase within such thirty (30) day period. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Leapbeyond Solutions and your exclusive remedy shall be limited to either, at Leapbeyond Solutions’ option, the replacement of the Software or the refund of the license fee you paid for the Software. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. For further warranty information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Leapbeyond Solutions’ Customer Support Department.
7. DISCLAIMER. THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES FOR LEAPBEYOND SOLUTIONS' OR ITS SUPPLIER'S BREACH OF WARRANTY. LEAPBEYOND SOLUTIONS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, LEAPBEYOND SOLUTIONS AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of this section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL LEAPBEYOND SOLUTIONS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN LEAPBEYOND SOLUTIONS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. LEAPBEYOND SOLUTIONS' AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits Leapbeyond Solutions' liability to you in the event of death or personal injury resulting from Leapbeyond Solutions’ negligence or for the tort of deceit (fraud). Leapbeyond Solutions is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Leapbeyond Solutions’ Customer Support Department.
9. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by Canadian or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
10. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the Province of Ontario in Canada. The courts of Ontario, Canada shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
11. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Leapbeyond Solutions. Updates may be licensed to you by Leapbeyond Solutions with additional or different terms. This is the entire agreement between Leapbeyond Solutions and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
12. Compliance with Licenses. If you are a business or organisation, you agree that upon request from Leapbeyond Solutions or Leapbeyond Solutions’ authorised representative, you will within thirty (30) days fully document and certify that use of any and all Leapbeyond Solutions Software at the time of the request is in conformity with your valid licenses from Leapbeyond Solutions.
13. SPECIFIC EXCEPTIONS.
13.1 Limited Warranty for Users Located in Germany or Austria. If you purchased a license to the software in Germany or Austria then Section 6 does not apply, instead, Leapbeyond Solutions warrants to the person or entity that first purchases a license for the Software, that the Software will perform substantially in accordance with the Documentation for a period of six (6) months following receipt of the Software when used on the recommended hardware configuration. Non-substantial variations of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO UPDATES, FONT SOFTWARE CONVERTED INTO OTHER FORMATS, PRE-RELEASE, TRYOUT, PRODUCT SAMPLER, NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR TO SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Leapbeyond Solutions and your exclusive remedy shall be limited to either, at Leapbeyond Solutions’ option, the replacement of the Software, the reduction of the license fee, or a refund of the license fee you paid for the Software. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. For further warranty information, please contact Leapbeyond Solutions’ Customer Support Department.
13.2 Limitation of Liability for Users Located in Germany and Austria. If you purchased a license to the software in Germany or Austria then Section 8 does not apply, instead, Leapbeyond Solutions may be liable without limitation for damages you have incurred under or in connection with this Agreement only if the damage has been caused by the willful or grossly negligent act of Leapbeyond Solutions or its agents. Leapbeyond Solutions is liable only to the extent of the typically foreseeable damage for such damages which have been caused by any other negligent breach of a substantial contractual duty by Leapbeyond Solutions or its agents. These aforementioned limitations apply irrespective of their legal basis, in particular with regard to any pre-contractual or auxiliary contractual claims. The limitations shall not apply, however, to any mandatory liability under the applicable German or Austrian Product Liability Act, nor to any damage which is caused due to the breach of an express warranty to the extent that such express warranty was intended to protect the user against the specific damage incurred. The obligations under the second sentence shall not apply if any damage is caused by your having altered the Software, or if the respective data carriers (media) have been damaged by accident, misuse or inappropriate use, or if the damage concerned has been caused by the use of the Software in connection with other software for which the Software was not designated to be used according to the Documentation.
13.3 Pre-release Product Additional Terms. If the product you
have received with this license is pre-commercial release or beta Software ("Pre-release
Software"), then the following Section applies. To the extent that any
provision in this Section is in conflict with any other term or condition in
this Agreement, this Section shall supercede such other term(s) and condition(s)
with respect to the Pre-release Software, but only to the extent necessary to
resolve the conflict. You acknowledge that the Software is a pre-release version,
does not represent final product from Leapbeyond Solutions, and may contain
bugs, errors and other problems that could cause system or other failures and
data loss. Consequently, the Pre-release Software is provided to you "AS-IS",
and Leapbeyond Solutions disclaims any warranty or liability obligations to
you of any kind. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE
SOFTWARE, BUT IT MAY BE LIMITED, LEAPBEYOND SOLUTIONS’ LIABILITY AND THAT
OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF TWENTY DOLLARS (CAD $20) IN
TOTAL. You acknowledge that Leapbeyond Solutions has not promised or guaranteed
to you that Pre-release Software will be announced or made available to anyone
in the future, that Leapbeyond Solutions has no express or implied obligation
to you to announce or introduce the Pre-release Software and that Leapbeyond
Solutions may not introduce a product similar to or compatible with the Pre-release
Software. Accordingly, you acknowledge that any research or development that
you perform regarding the Pre-release Software or any product associated with
the Pre-release Software is done entirely at your own risk. During the term
of this Agreement, if requested by Leapbeyond Solutions, you will provide feedback
to Leapbeyond Solutions regarding testing and use of the Pre-release Software,
including error or bug reports. If you have been provided the Pre-release Software
pursuant to a separate written agreement, your use of the Software is also governed
by such agreement. You agree that you may not and certify that you will not
sublicense, lease, loan, rent, or transfer the Pre-release Software. Upon receipt
of a later unreleased version of the Pre-release Software or release by Leapbeyond
Solutions of a publicly released commercial version of the Software, whether
as a stand-alone product or as part of a larger product, you agree to return
or destroy all earlier Pre-release Software received from Leapbeyond Solutions
and to abide by the terms of the End User License Agreement for any such later
versions of the Pre-release Software. Notwithstanding anything in this Section
to the contrary, if you are located outside of Canada, you agree that you will
return or destroy all unreleased versions of the Pre-release Software within
thirty (30) days of the completion
of your testing of the Software when such date is earlier than the date for Leapbeyond Solutions’ first commercial shipment of the publicly released (commercial) Software.
13.4 Tryout, Product Sampler, NFR, Additional Terms. If the product you have received with this license is a tryout, product sampler, or NFR copy of the Software ("Tryout Software"), then the following Section applies until such time that you purchase a license to the full retail version of such product. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Tryout Software, but only to the extent necessary to resolve the conflict. YOU ACKNOWLEDGE THAT THE TRYOUT SOFTWARE CONTAINS LIMITED FUNCTIONALITY AND/OR FUNCTIONS FOR A LIMITED PERIOD OF TIME. LEAPBEYOND SOLUTIONS IS LICENSING THE SOFTWARE ON AN "AS IS" BASIS, SOLELY AS A DEMONSTRATION MODEL. If the Tryout Software is a timeout version, then the program will terminate operations after a designated period of time or designated number of uses following installation (the "Time Out Date"), which is specified in the Software. Upon such Time Out Date, the license hereunder shall be terminated, unless extended by Leapbeyond Solutions upon your purchase of a full retail license from Leapbeyond Solutions. You acknowledge that such Tryout Software shall cease operation upon the Time Out Date and accordingly, access to any files or output created with such Tryout Software or any product associated with the Tryout Software is done entirely at your own risk. LEAPBEYOND SOLUTIONS DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, INCLUDING. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, LEAPBEYOND SOLUTIONS’ LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF TWENTY DOLLARS (CAD $20) IN TOTAL.
If you have any questions regarding this Agreement or if you wish to request any information from Leapbeyond Solutions please use the contact information included with this product, or email email@example.com.