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Helios Software Solutions
END USER LICENSE AGREEMENT FOR HELIOS SOFTWARE SOLUTIONS SOFTWARE.
SOFTWARE PRODUCT LICENSE
The Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold.
1. GRANT OF LICENSE. This Section of the EULA describes Your general rights to install and use the Software Product. The license rights described in this Section are subject to all other terms and conditions of this EULA.
General License Grant to Install and Use Software Product. You may install and use one copy of the Software Product on a single computer, device, workstation, terminal, or other digital electronic device ("Device"). You may make a second copy of the Software Product and install it on a portable Device for the exclusive use of the person who is the primary user of the first copy of the Software Product. A license for the Software Product may not be shared.
Alternative License Grant for Storage/Network Use. As an alternative to the rights granted in the previous section, You may install a copy of the Software Product on one storage Device, such as a network server, and allow individuals within Your business or enterprise to access and use the Software Product from other Devices over a private network, provided that You acquire and dedicate a license for the storage Device upon which the Software Product is installed and each separate Device from which the Software Product is accessed and used. A license for the Software Product may not be used concurrently on different Devices unless expressly permitted by this EULA.
Site License. For the purposes of this EULA, a "site" is a computer network in a single physical location. If the Software Product is licensed with site license terms specified in the applicable price list or product packaging for the Software Product, you may make, use and install as many additional copies of the Software Product on the number of Client Devices as the site license authorizes. You must have a reasonable mechanism in place to ensure that the number of Client Devices on which the Software Product has been installed does not exceed the number of licenses you have obtained. This license authorizes you to make or download one copy of the Documentation for each additional copy authorized by the volume license, provided that each such copy contains all of the Documentation's proprietary notices.
Reservation of Rights. All rights not expressly granted are reserved by Helios.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Copy Protection. The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product or may require original media for use of the Software Product on the Device. It is illegal to make unauthorized copies of the Software Product or to circumvent any copy protection technology included in the Software Product.
Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device unless expressly permitted by this EULA.
Samples. The Software Product may be provided with certain "Samples" intended to demonstrate use of the Software Product or provide a base starting point for use of the Software Product. Samples include macros, clip libraries, syntax definition files, or similar items. If Samples are provided, they are considered part of the Software Product for purposes of this EULA. However, you may use and create derivative works from Samples, provided that you do so in conjunction with your use of the Software Product, and that you maintain any copyright notices that may be incorporated within the Samples.
Trademarks. This EULA does not grant You any rights in connection with any trade marks of Helios.
No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product.
Support Services. Helios may provide You with support services related to the Software Product ("Support Services"). Use of Support Services is governed by the Helios policies and programs described in the user manual, in "online" documentation, or in other Helios-provided materials. Any supplemental software code provided to You as part of the Support Services are considered part of the Software Product and subject to the terms and conditions of this EULA. You acknowledge and agree that Helios may use technical information You provide to Helios as part of the Support Services for its business purposes, including for product support and development. Helios will not utilize such technical information in a form that personally identifies You.
Term. If the Software Product that was distributed to you was labeled as an EVALUATION VERSION or TRY & BUY VERSION (or its functional equivalent) (an "Evaluation Version"), the license granted under this EULA commences upon the installation of the Software Product and is effective for 30 days following the date you install the Software Product (the "Evaluation Term"). Evaluation Version Software Products may include software code intended to disable their functionality after the expiration of the Evaluation Term. You may take no actions to circumvent the operation of such disabling code, and you accept all risks that might arise from such disabling code. If the Software Product was not distributed as an Evaluation Version, or if you converted an Evaluation Version installation of the Software Product to a non-Evaluation Version of the Software Product by authorised use of the conversion mechanism provided with the Software Product (in each case either being or resulting in a "Full-License Version"), the licenses granted under this EULA commence upon the installation of the Software Product and are effective in perpetuity unless terminated per the terms of this Agreement.
Software Transfer. You may permanently transfer all of your rights under this EULA (except if your rights are in an Evaluation Version), provided you retain no copies, you transfer all copies of the Software Product (including all component parts, the media and printed materials, any prior versions, and this EULA), and the recipient agrees to be subject to the terms of this EULA. Upon the occurrence of such a transfer, your rights under this EULA terminate immediately.
Termination. Upon the expiration of the Evaluation Term (if any), your rights under this EULA terminate automatically without notice. Without prejudice to any other rights, Helios may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must destroy all copies of the Software Product and all of its component parts. The terms of this paragraph shall survive any termination of this EULA.
If the Software Product is labeled as an upgrade, You must be properly licensed to use a product identified by Helios as being eligible for the upgrade in order to use the Software Product. A Software Product labeled as an upgrade replaces or supplements (and may disable) the product that formed the basis for Your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that You licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device.
4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software Product (including but not limited to any images, text, and "applets" incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by Helios or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software Product, but which may be accessed through use of the Software Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants You no rights to use such content. If this Software Product contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the Software Product.
5. BACKUP COPY. After installation of one copy of the Software Product pursuant to this EULA, you may keep the original media on which the Software Product was provided by Helios solely for backup or archival purposes. Except as expressly provided in this EULA, you may not make copies of the Software Product or the printed materials accompanying the Software Product.
6. U.S. GOVERNMENT LICENSE RIGHTS. The Software Product is commercial computer software developed exclusively at private expense, and in all respects is proprietary data belonging to Helios Software Solutions or its suppliers. The Software Product is comprised of â€œcommercial computer softwareâ€ and â€œcommercial computer software documentationâ€ as such terms are used in 48 C.F.R Â§ 12.212. Consistent with 48 C.F.R. Â§ 12.212 and 48 C.F.R. Â§ 227.7202-1 through Â§ 227.7202-4, all U.S. Government licensees acquire the Software Product with only those rights set forth in this EULA.
7. APPLICABLE LAW. This Agreement is governed by the laws of England, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Software Product and is the entire agreement between the parties. This Agreement supersedes any other communications with respect to the Software Product. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Helios. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Helios or a duly authorized representative of Helios. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The parties confirm that it is their wish that this Agreement has been written in the English language only.
Should you have any questions concerning these terms and conditions, or if you would like to contact Helios for any other reason, please call +44 (1772) 786373, fax +44 (1772) 786375, or write to: Helios Software Solutions, PO Box 619 Longridge, PR3 2GW, England. http://www.textpad.com/.
9. LIMITED WARRANTY. Helios warrants that the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt.
If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.
Any supplements or updates to the SOFTWARE PRODUCT, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Helios, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet Helios' Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 11 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.
YOUR EXCLUSIVE REMEDY. Helios' and its suppliers' entire liability and your exclusive remedy shall be, at Helios' option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product, that does not meet this Limited Warranty and that is returned to Helios with a copy of your receipt. You will receive the remedy elected by Helios without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software Product to Helios). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these remedies nor any product support services offered by Helios are available without proof of purchase from an authorized source. To exercise your remedy, contact: Helios Software Solutions, PO Box 619 Longridge, PR3 2GW, England.
10. DISCLAIMER OF WARRANTIES. THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIOS AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HELIOS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF HELIOS OR ANY SUPPLIER, AND EVEN IF HELIOS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF HELIOS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY HELIOS WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHAL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 7, 8, AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
13. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between you and Helios relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any Helios policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.