MOSCAZUL SOFTWARE License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE.
Moscazul Software LLC (the "Company") owns all intellectual property in the Software as defined below. The Company permits you to Use the Software only in accordance with the terms of this Agreement.
1. Definitions. "Software" means (a) all of the contents of the downloaded files, disk(s), CD-ROM(s), or other media with which this Agreement is provided, including but not limited to (i) third-party computer information or software; (ii) related explanatory written materials or files ("Documentation"); (iii) interactive web pages accessed in the Company's web site; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by the Company (collectively, "Updates"). "Use" or "Using" means to access, download, install, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means two (2) unless otherwise indicated under a valid license granted by the Company. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Company" means Moscazul Software LLC, a limited liability company registered in the state of Michigan, USA.
2. Software License. As long as you comply with the terms of this Software License Agreement (this "Agreement"), the Company grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation.
2.1 General Use. You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers.
2.2 Usage. The Software relies on a network connection to the Internet to verify the validity of your license. You are sole responsible for having access to a network connection to the Internet.
2.3 Expiration date. You have the right to use the Software until the expiration date of your License. The expiration date is given to you during the purchase of the License. This License is effective until terminated. Your rights under this License will terminate automatically without notice from the Company if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Software.
2.4 No Modification. You may not alter or modify the Software. You are not authorized to reverse engineer the software. You are not authorized to integrate or use the Software with any other software, plug-in, or enhancement which uses or relies upon the Software. You are not authorized to integrate or use the Software with any (a) plug-in software or (b) other software or enhancement to programmatically interface with the Software for any purpose.
2.5 Third-Party Website Access. The Software allows you to access third-party websites ("Third-Party Sites"). Your access to and use of any Third-Party Sites, including any goods, services, or information made available from such sites, is governed by the terms and conditions found at each Third-Party Site, if any. Third-Party Sites are not owned or operated by the Company. YOUR USE OF THIRD-PARTY SITES IS AT YOUR OWN RISK. THE COMPANY MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS, OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD-PARTY SITES.
3. Intellectual Property Ownership, Copyright Protection. The Software is the intellectual property of and is owned by the Company. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of the Company. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by the company.
4.1 No Modifications. You shall not modify, adapt, or translate the Software. You shall not reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested the Company to provide the information necessary to achieve such operability and the Company has not made such information available. The Company has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by the Company and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Company.
4.2 Transfer. You may not rent, sale, lease, sublicense, assign, or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. You may not transfer your rights to Use the Software to another person or legal entity.
4.3 THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
5. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation the Company may have to support the previous versions of the Software may be ended upon availability of the Update.
6. NO WARRANTY. The Software is being delivered to you "AS IS" and the company makes no warranty as to its use or performance. THE COMPANY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE COMPANY MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 6 and Section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR ANY DAMAGES, LOSS OF DATA, CLAIMS, OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THE COMPANY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID FOR USING THE SOFTWARE, IF ANY. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. Nothing contained in this Agreement limits the Company's liability to you in the event of death or personal injury resulting from the Company's negligence or for the tort of deceit (fraud). The Company is acting on behalf of its suppliers for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact the Company's Customer Support Department.
8.1 Using the software outside the United States. You agree that the Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
8.2 English language. If you purchase a license to Use the Software any other country besides the United States, you agree to the following: The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including Notices, have been and shall be drawn up in the English language only.
9. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of Michigan, if a license to the Software is obtained when you are in the United States, Canada, or Mexico; or (b) in Japan, if a license to the Software is obtained when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja) and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Software is purchased when you are in any other jurisdiction not described above. The respective courts Michigan when Michigan law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of England, when the law of England applies, shall each have nonexclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of the Company. Updates may be licensed to you by the Company with additional or different terms. This is the entire agreement between the Company and you relating to the Software, and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.
11. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. �2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. �12.212 or 48 C.F.R. �227.7202, as applicable. Consistent with 48 C.F.R. �12.212 or 48 C.F.R. ��227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. For U.S. Government End Users, the Company agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
12. Specific Exceptions.
12.1 Prerelease Product Additional Terms. If the product you have received with this license is precommercial release or beta Software ("Prerelease Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Prerelease Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a prerelease version, does not represent the final product from the Company, and may contain bugs, errors, and other problems that could cause system or other failures and data loss. Consequently, the Prerelease Software is provided to you "AS-IS," and the Company disclaims any warranty or liability obligations to you of any kind. WHERE LIABILITY CANNOT BE EXCLUDED FOR PRERELEASE SOFTWARE, BUT IT MAY BE LIMITED, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE SUM OF FIVE DOLLARS (US$5) IN TOTAL. You acknowledge that the Company has not promised or guaranteed to you that Prerelease Software will be announced or made available to anyone in the future, the Company has no express or implied obligation to you to announce or introduce the Prerelease Software, and that the Company may not introduce a product similar to or compatible with the Prerelease Software. Accordingly, you acknowledge that any research or development that you perform regarding the Prerelease Software or any product associated with the Prerelease Software is done entirely at your own risk. You agree that you may not and certify that you will not sublicense, sale, lease, loan, rent, assign, or transfer the Prerelease Software. Upon receipt of a later unreleased version of the Prerelease Software or release by the Company of a publicly released commercial version of the Software, whether as a standalone product or as part of a larger product, you agree to destroy all earlier Prerelease Software received from the Company and to abide by the terms of the license agreement for any such later versions of the Prerelease Software. Notwithstanding anything in this Section to the contrary, if you are located outside the United States of America, you agree that you will destroy all unreleased versions of the Prerelease Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for the Company's first commercial shipment of the publicly released (commercial) Software.