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SOFTWARE LICENSE AGREEMENT
DirectXtras Inc. (the "Licensor") has designed and developed proprietary softwares including all documentation identified as DirectConnection Xtra (the Authoring Version and Run-Time Version) and as included in this entire package and known henceforth in its entirety as the "Licensed Program";
1. Grant of License
a. Licensor hereby grants you a non-transferable, non-exclusive license to use the Licensed Program, which license is expressly limited to the use or uses specifically set forth in part b of this Paragraph 1:
b. By accepting the grant of a license, you agree that you:
- Single License: shall use the AUTHORING VERSION of the Licensed Program on any single
computer AT ANY ONE TIME;
- shall use the AUTHORING VERSION OF the Licensed Software for authoring purposes only;
- shall not permit concurrent use of the Licensed Program;
- shall not modify, translate, reverse engineer, decompile or decipher the Licensed Program or otherwise determine its source code;
- shall not create copies of the Licensed Program (software and/or documentation), including material objects in which a work is fixed by a method now known or later developed, and from which the work can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine, device or networking line; provided however, that you may copy the Licensed Program for archival purposes only, provided any copy must contain all of the original Licensed Program propriety notices and be accompanied by a copy of this Agreement;
- shall not rent, lease, grant a security interest in, sublicense or otherwise transfer rights to the Licensed Program;
- shall not alter, obscure, remove or separate any propriety notices, labels or the Software License Agreement from the Licensed Program;
- shall follow all user instructions for the Licensed Program provided by Licensor;AND
- shall BE PERMITTED TO distribute THE run-time version of the Licensed Product with any software product DEVELOPED BY YOU, and you alone;
c. Nothing in this Agreement is to be construed as granting a license for any use other than that specified herein. This Agreement does not convey to you any interest in or to the Licensed Program, but only a limited right of use revocable in accordance with the terms of this Agreement.
2. Ownership of Licensed Program
a. Licensor owns all right, title and interest in and to, or is duly licensed under or otherwise authorized to use by its suppliers of the Licensed Program. No license or other right is granted herein except for the rights specifically set forth in Paragraph 1 above.
3. Term and Termination
a. If you make unauthorised copies of the Licensed Program or fail to comply with the limitations described herein, this Agreement, including your rights to use the Licensed Program, shall automatically and immediately terminate without notice.
b. Upon termination of this Agreement you must immediately stop using the Licensed Program and immediately erase or destroy all copies of the Licensed Program, and any other proprietary information you shall have received during or in connection with this Agreement.
Because a violation of your obligations under this Paragraph 3(b) could cause injury to Licensor and its suppliers which could not be remedied adequately by an action at law for damages, in the event of such violation, Licensor and/or its suppliers could seek and receive injunctive and other equitable relief in addition to damages.
4. No Warranties
A. THE LICENSED PROGRAM AND DOCUMENTATION IS PROVIDED TO LICENSEE "AS IS". IT IS UNDERSTOOD BY YOU THAT THE LICENSED PROGRAM HAS NOT BEEN TESTED OR DEBUGGED AND THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ITS USE. YOU ACKNOWLEDGE THAT THE USE OF THE LICENSED PROGRAM'S SOFTWARE ON YOUR COMPUTER OR DISK MAY CAUSE VARIOUS MALFUNCTIONS IN ITS SYSTEM. YOU HEREBY RELEASE LICENSOR FROM ALL RESPONSIBILITY FOR ANY DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, BY THE USE OF SAID LICENSED PROGRAM ON ANY COMPUTER.
B. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE LICENSED PROGRAM OR ANY INFORMATION RELATING THERE TO OR CONTAINED THERE IN WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PERSON.
C. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, PRODUCT LIABILITY OR OTHERWISE.
D. YOU SHALL HAVE THE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACK-UP OF YOUR DATA USED IN CONNECTION WITH THE LICENSED PROGRAM AND YOU SHALL NOT HAVE ANY CLAIM AGAINST LICENSOR FOR LOST DATA, RE-RUN TIME, INACCURATE INPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE LICENSED PROGRAM.
This Agreement may not be assigned or otherwise transferred by you without the prior written consent of Licensor.
a. No modification or waiver of any provision of this Agreement, nor consent to any departure herefrom shall in any event be effective unless the same shall be in writing and signed (in the case of a modification, by both parties; in the case of a consent, by the consenting party).
b. Unless otherwise agreed herein, no delay or failure on the part of any party in exercising any right hereunder shall impair any such right or any remedy of such party nor shall it be construed to be a waiver of any continuing breach or default hereunder or any acquiescence therein or of any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default hereunder be deemed a waiver of any other breach theretofore or thereafter occurring.
c. Any dispute arising between the parties concerning any aspect of their relations pursuant to this Agreement shall be governed by the rules and laws of the State of California.
d. The titles of the Paragraphs herein are for convenience of reference only and are not to be considered in construing this Agreement.
e. This Agreement contains the entire contract of the parties with respect to the subject matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof, with the exception of any agreements pertaining to confidentiality.
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Voice: +1-415-5058249, Fax: +1-801-8585841
Toll Free: 1-800-4453093
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