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End-User Software License Agreement (Shrink Wrap) Form

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END-USER SOFTWARE
LICENSE AGREEMENT
BEFORE YOU USE THE PACKAGE CONTAINING THE SOFTWARE, carefully read the following legal agreement regarding your use of the enclosed product and related documentation (“Software”). Opening the shrink wrapped package indicates that you accept this agreement and will abide by it. If you do not agree with this Agreement, promptly return the package unopened and appropriate credits, if any, will be posted to your account, or fees paid for this package refunded. You are required to return the End-User Registration Card to use the product, receive any information on product updates, or answers to questions regarding the product.
SOFTWARE LICENSE
Grant of License
_____________________. (“LICENSOR”) distributes computer programs and related materials. You (“End-User”) desire to obtain the benefits of the Software enclosed and by opening this package agree to abide by the terms of this License. Therefore, subject to the following terms and conditions, LICENSOR grants to End-User, and End-User accepts the grant of, a non-transferable, non-exclusive right to use this product in the manner and under the conditions indicated below. The limited right to use granted to End-User to use this product is not a sale of the original Software or of any copy thereof.
Copies
The Software contains proprietary information and trade secrets of LICENSOR, and you may only make copies of the Software when authorized to do so in writing by LICENSOR. Unauthorized copying of the Software (whether or not modified, merged, or included with other software), and the acquisition and use of unauthorized copies of Software, may be both criminal and civil offenses for which End-User may be liable to fines, damages, and attorney fees. End-User is authorized by this license to make archival back-up copies of the Software, but only if such copies are for End-User’s personal use within the scope of this License. Copying of documentation is prohibited. LICENSOR has the right to terminate this License and to take legal action if the terms of this License are violated. LICENSOR also has the right to trace serial numbers at any time and in any reasonable manner.
Proprietary rights of LICENSOR
The LICENSOR logos, product names, software, manuals, documentation, and other support materials are either copyrighted, trademarked, or owned by LICENSOR as trade secrets and/or proprietary information. End-User agrees not to remove any product identification or notices of such proprietary restrictions from the Software. LICENSOR retains exclusive ownership of the Software and all printed materials. All techniques, algorithms, and processes contained in the program or any modification or extract thereof, constitute trade secrets and/or proprietary information of LICENSOR and will be protected by End-User. You may not modify, adapt, translate, reverse, engineer, disassemble, or create derivative works based on the Software or any documentary materials
Use
This License is limited to the use of the Software included in this package on a single server CPU and the licensed number of nodes, as applicable, and may not be transferred or assigned. End-User is prohibited from using the Software in any configuration which exceeds the number of nodes provided for in the license pack acquired by the End-User.
Customer Service
End-Users shall obtain customer service directly from LICENSOR for ninety (90) days after the date LICENSOR received End-User’s signed Customer Registration Card (assuming the card is mailed at the time of purchase).
Update Policy
LICENSOR may from time to time revise or update the Software. If a properly signed End-User Registration Card is on file at LICENSOR’s main office, End-User (1) will be eligible to receive updates when available, and (2) receive maintenance, if the appropriate fees have been paid. LICENSOR is not obligated to make any revisions or to supply any such revisions to End-User under this License.
Termination of End-User License
If any terms and conditions of this Agreement are breached by End-User, in addition to all other legal rights and remedies, LICENSOR may terminate this License. Upon termination, End-User shall return to LICENSOR the Software and all copies whether modified, merged, or included with other software, and all documentation relating to the Software. End-User shall certify in writing to LICENSOR that End-User has not retained any Software or copies thereof. The provision of this License which protect the proprietary rights of LICENSOR shall continue in force after termination.
Attorney’s Fees, Costs and Expenses; Governing Law
In any dispute arising out of this Agreement, the prevailing party shall recover from the losing party all of its reasonable attorney’s fees, costs and expenses incurred in connection with the dispute. This License shall be governed by the laws of the State of Maryland, without giving effect to its conflict of laws provisions
Export
End-User agrees it will not knowingly, directly or indirectly, without prior written consent, if required of the Office of Export Licensing of the U.S. Department of Commerce, export or transmit any products to any country to which export or transmission is restricted by applicable statute or regulation.
LIMITED WARRANTY
Limited Warranty
LICENSOR warrants that (a) the Software will perform substantially in accordance with the accompanying written materials for a period of 90 days from the date of receipt by End-User; and (b) any hardware accompanying the Software will be free from defects in materials and workmanship under the normal use and service for a period of one year from the date of receipt. Any implied warranties on the Software is limited to 90 days. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to your state.
Customer Remedies
LICENSOR’s entire liability and your exclusive remedy shall be at LICENSOR’s option, either (a) return of the price paid, or (b) repair of replacement of the Software that does not meet LICENSOR’s Limited Warranty and which is returned to LICENSOR with a copy of your receipt. The Limited Warranty 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 or 30 days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED STATES OF AMERICA.
No Other Warranties
LICENSOR disclaims all other warranties, either express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the Software and the accompanying written materials. This Limited Warranty gives you specific legal rights. You may have others, which vary from state to state.
No Liability for Consequential Damages
In no event shall LICENSOR or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of information, or other pecuniary loss) arising out of the use of or inability to use this LICENSOR product, even if LICENSOR has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
RESTRICTED RIGHTS
The computer software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions stated in paragraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at 252.227-7013 (DFARS) the Commercial Computer Software Restricted Rights clause at 52.227-19 (FAR), whichever is applicable. Contractor/Manufacturer is _______________________ , _________________________________ (Address).
Unpublished rights reserved under the copyright laws of the United States and of other countries.
________________________ is a registered trademark of ________________________ .
ENTIRE AGREEMENT
This agreement sets forth the entire agreement between LICENSOR and End-User and may be amended only in writing signed by both parties. No waiver of any right under this Agreement shall be effective unless in writing signed by both parties. If any provision in this Agreement is invalid or unenforceable that provision shall be construed, limited, modified or , if necessary served, to the extent necessary, to eliminate its invalidity or unenforceability, and all other provisions of this Agreement shall remain unaffected.