END USER
LICENSE AGREEMENT
THIS
END USER LICENSE AGREEMENT (the “Agreement”) between you (“User”) and ANSYR
TECHNOLOGY CORPORATION (“Licensor”) is a legal, binding contract. You have read this Agreement, understand it, and,
by (A) downloading and installing the Software or (B) obtaining and installing
the Software through any and all other means, you are agreeing to be bound by
this Agreement and all of its terms.
Licensor would not license the Software to you unless you agreed to
these terms. If you do not agree to the
terms stated in this Agreement, you should return the unused software and all
companion materials (including written documentation and containers) to where
you obtained them or refrain from downloading, or otherwise obtaining, and
installing the Software.
1. Grant of License. Licensor grants User the nonexclusive,
nontransferable right to use the Software known as Primer (the “Software”)
subject to the terms and conditions of this Agreement and in consideration of
User’s performance of its obligations hereunder and User’s payment of a license
fee.
2. Restrictions. User may not transfer or assign the Software
without the prior written consent of Licensor.
Except as specifically provided above, User may not reproduce the
Software, make alterations to the Software or any parts thereof, or use, rent,
loan, sublicense, lease, distribute, or grant other rights to the Software to
others. User may not reverse engineer,
reverse translate, decompile, disassemble, or in any manner decode the
Software, except as otherwise permitted by law. If Licensor provides User with any updates to the Software, such
updates shall be governed by the terms of this Agreement.
3. Proprietary Rights
and Confidentiality. The Software
is owned by Licensor. User will take
all steps necessary to protect Licensor’s proprietary rights in the Software
including, but not limited to, the proper display of copyright, trademark,
trade secret and other proprietary notices on any copy. User will, at User’s own cost and expense,
protect and defend Licensor’s ownership of the Software against all claims,
liens and legal processes of creditors of User’s and keep the Software free and
clear of all such claims, liens and processes.
User will not disclose or publish to others, and will keep confidential,
the Software.
4. Term and
Termination. This Agreement is
effective immediately upon User’s agreement to the license terms for the
Software and will continue until terminated as described in this section. User may terminate this Agreement by
destroying the Software and all copies thereof. In addition to its other available remedies, Licensor may
immediately terminate the Agreement if User breaches any representation,
agreement, or obligation contained or referred to in the Agreement. Upon termination, User shall either promptly
return to Licensor all copies of the Software in User’s possession or destroy
all copies of the Software, and certify in writing that all such copies have
been destroyed.
5. Injunctive Relief. User agrees that, if User breaches or
threatens to breach this Agreement in any manner, Licensor will suffer
irreparable damage, money damages will be inadequate, and Licensor shall be
entitled to preliminary injunctive relief and other injunctive relief by a
court of competent jurisdiction against any breach or threatened breach by User
of this Agreement, without having to wait for User to cure its breach and
without having to post a bond or other security. Such injunctive relief shall be in addition to, and in no way in
limitation of, any and all other remedies Licensor may have in law or equity,
or under this Agreement, for the enforcement of this Agreement.
6.
Warranties,
Remedies, Limitation of Liability.
A. LIMITED
WARRANTY. Licensor
warrants that the media on which the Software is delivered are free from
defects in material and workmanship.
Licensor warrants that for 90 days from shipment, the Software will
perform substantially in accordance with its documentation.
B. LIMITED REMEDIES. Licensor’s entire liability and User’s
exclusive remedy for a breach of any warranty or obligation by Licensor shall
be, at Licensor’s option, for Licensor to either (a) return the price paid
for the License or (b) repair or replace the Software that does not meet
Licensor’s limited warranty, subject to User’s returning to Licensor the
Software with a copy of User’s receipt.
The limited warranty described above is void if failure of the Software
has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of
the original warranty period. The above
remedy is null and void if User modifies or changes the Software provided in
any way other than as specifically permitted in this Agreement. This limited warranty is void if failure of
the Software has resulted from accident, abuse, or misapplication.
C. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH
ABOVE, LICENSOR IS LICENSING THIS SOFTWARE ON AN “AS IS” BASIS TO USER. LICENSOR MAKES NO WARRANTIES, EITHER EXPRESS
OR IMPLIED, REGARDING THE SOFTWARE AND EXPRESSLY DISCLAIMS THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR THE SOFTWARE.
D. LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL 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 OR ANY BREACH OF THIS
AGREEMENT BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. ANY DAMAGES THAT LICENSOR
IS REQUIRED TO PAY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT,
OR OTHERWISE, AND REGARDLESS OF THE FORM OF THE ACTION, IN THE AGGREGATE SHALL
BE LIMITED IN AMOUNT TO THE LICENSE FEE ACTUALLY PAID BY USER TO LICENSOR.
7. Miscellaneous. This Agreement shall inure to the benefit of
Licensor, its successors, administrators, heirs and assigns. The parties agree that King County in the
State of Washington shall be the proper forum for any action brought under this
Agreement. Licensor shall not be in
default nor liable for any failure in performance or loss or damage under this
Agreement due to any cause beyond its control.
This Agreement shall be binding on User’s permitted successors and
assigns. If any litigation is brought
to enforce, or arises out of, the Agreement or any term, clause, or provision
hereof, the prevailing party shall be awarded its reasonable attorneys’ fees
together with expenses and costs incurred with such litigation, including
necessary fees, costs, and expenses for services rendered, as well as
subsequent to judgment in obtaining execution thereof. This Agreement constitutes the entire
agreement between User and Licensor regarding the Software. If any provision is found to be invalid by a
court of competent jurisdiction, the balance of the provisions shall remain in
full force and effect. THIS AGREEMENT IS GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF WASHINGTON, BUT NOT INCLUDING THE 1980 U.N.
CONVENTION ON CONTRACTS FOR INTERNATIONAL SALE OF GOODS.
8. U.S. Government
Restricted Rights. The Software
is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the
Government is subject to restrictions as set forth in
subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of
the Commercial Computer Software ‑‑ Restricted Rights at 48
C.F.R. § 52.227-19, as applicable.
The manufacturer is Ansyr™ Technology Corporation, Gateway 405 Building,
2nd Floor, 11711 SE 8th Street, Suite 200, Bellevue, Washington 98005-3543, USA