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SOFTWARE LICENSE AGREEMENT
This software agreement (the "Agreement") provides the terms and conditions under which SchemeQuest is willing to grant the person or entity (the "Licensee") installing and using the Licensed Software a non-exclusive, limited right to use the Licensed Software. READ THIS AGREEMENT CAREFULLY. If Licensee agrees to only use the Licensed Software in accordance with the following terms and conditions and is willing to be bound by this Agreement in its entirety, continue with the installation of the Licensed Software. OTHERWISE, IF LICENSEE DOES NOT AGREE WITH ANY OF THE FOLLOWING TERMS AND CONDITIONS, DO NOT INSTALL THE LICENSED SOFTWARE AND DELETE ALL OF THE FILES, IF ANY, DOWNLOADED WITH THE LICENSED SOFTWARE.
1. Definitions, for purposes of this agreement:
2. Grant of License.
SchemeQuest hereby grants to Licensee the right to install and activate the Licensed Software on one (1) computer. Licensee may not network this Software, or allow multiple users unless Licensee purchased a multi-user workstation license. Sharing this Licensed Software with other individuals, or allowing other individuals to view the contents of this Licensed Software is in violation of this license.
3. Copyright.
The Licensed Software is owned by SchemeQuest and protected by United States copyright laws and international treaty provisions. Therefore, Licensee must treat this Licensed Software like any other copyrighted material. Licensee may not make this Licensed Software, or copies thereof, available in any manner or form or use, copy or transfer the Licensed Software, in whole or in part, except as provided herein.
4. Export Regulations.
All Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledge that Licensee has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to Licensee.
5. U.S. Government Restricted Rights.
Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19 (June 1987), or FAR 52.227-14 (ALT III) (June 1987), as applicable.
6. Assignment.
Neither this Agreement nor any of Licensee's rights hereunder shall be assigned, sublicensed, or transferred (in insolvency proceedings, by mergers, acquisitions or otherwise) by Licensee without the written consent of SchemeQuest. Any assignment or other transfer, which is inconsistent with the foregoing, shall be null and void ab initio. SchemeQuest may assign all or a portion of its rights and obligations hereunder.
7. Other Restrictions.
Licensee may not rent or lease this Licensed Software to any other party. Licensee may not alter, merge, modify, adapt or produce adaptations, reverse engineer, decompile or disassemble the Licensed Software, or disclose the contents of this Licensed Software to any other party.
8. No Other Rights.
Licensee acknowledges that it obtains no ownership rights in the Licensed Software under the terms of this Agreement. All rights in the Licensed Software including but not limited to trade secrets, trademarks, service marks, patents, and copyrights are, shall be and will remain the property and ownership of SchemeQuest. All copies of the Licensed Software delivered to Licensee or made by Licensee remain the property of SchemeQuest. EXCEPT AS EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT, LICENSEE SHALL NOT USE, COPY, DISTRIBUTE, DISPLAY OR TRANSFER THE LICENSED SOFTWARE IN ANY FORM.
9. Electronic Transmission of Licensed Software.
If Licensee received the Licensed Software by electronic transmission or by Internet delivery, by installation of the Licensed Software, Licensee acknowledge that Licensee has read and understand this license agreement and agree to be bound by its terms and conditions.
10. Term of Agreement.
The term of this Agreement and the license granted to Licensee pursuant hereto shall commence upon installation of this Licensed Software and shall be effective until terminated. Licensee may terminate this Agreement at any time by uninstalling and destroying all copies of Licensed Software. This Agreement will terminate immediately without notice from SchemeQuest if Licensee fails to comply with any provision of this Agreement. Upon termination, you must uninstall and destroy all copies of the Licensed Software.
11. LIMITED WARRANTY
(A)
THE CD-ROM MEDIA (THE "MEDIA") WHICH CONTAINS THIS LICENSED SOFTWARE IS WARRANTED, FOR A PERIOD OF 30 DAYS FROM THE DATE OF PURCHASE, TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. ELECTRONIC TRANSMISSION IS WARRANTED TO BE FREE FROM DEFECTS AT THE MOMENT OF TRANSMISSION. LICENSEE'S SOLE AND EXCLUSIVE REMEDY, AND SCHEMEQUEST'S SOLE LIABILITY, IS TO REPLACE THE DEFECTIVE MEDIA, PROVIDED THAT LICENSEE NOTIFY SCHEMEQUEST ELECTRONICALLY OF SUCH DEFECTIVE MEDIA OR TO FACILITATE A REPEAT OF THE ELECTRONIC TRANSMISSION IN THE CASE OF A DEFECTIVE TRANSMISSION, IF ANY, DURING THE 30-DAY WARRANTY PERIOD.
(B) EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN PARAGRAPH (A), THE LICENSED SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SCHEMEQUEST, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SCHEMEQUEST DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF USE, OF THE LICENSED SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE, AND THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED SOFTWARE IS ASSUMED BY LICENSEE. IF THE LICENSED SOFTWARE OR WRITTEN MATERIALS ARE DEFECTIVE, LICENSEE AND NOT SCHEMEQUEST OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OTHER THAN EXPRESSLY DESCRIBED ABOVE.
(C) NEITHER SCHEMEQUEST NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS LICENSED SOFTWARE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT OR RELATED TO THIS AGREEMENT EVEN IF SCHEMEQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCHEMEQUEST SHALL NOT BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR LICENSEE'S USE OF THE LICENSED SOFTWARE AND/OR THE RELATED DOCUMENTATION, EVEN IF SCHEMEQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SCHEMEQUEST'S LIABILITY HERE UNDER, IF ANY, EXCEED THE PURCHASE PRICE PAID BY LICENSEE FOR THE SOFTWARE.
12. Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, USA, applicable to agreements made and to be performed wholly therein without regard to its conflicts of law rules. Licensee agrees that any legal action or proceeding between SchemeQuest and Licensee for any purpose concerning this Agreement or the obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Michigan. Any cause of action or claim Licensee may have with respect to the Licensed Software must be brought within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. SchemeQuest's failure to insist upon or enforce strict performance of any provision of this Agreement is not a waiver of any provision or right.
13. Rights Not Expressed.
ALL RIGHTS NOT EXPRESSLY GRANTED IN THIS LICENSE AGREEMENT ARE RESERVED BY SCHEMEQUEST.
14. Acknowledgment.
BY INSTALLATION OF THIS LICENSED SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND UNDERSTANDS THE FOREGOING AND THAT LICENSEE AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSED OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE LICENSE DESCRIBED HEREIN.