Policy Patrol Disclaimers Exchange 2003 8

EULA - End User License Agreement

Red Earth Software - END USER SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT IS A LEGAL DOCUMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.

1. Definitions

(a) "Software" means the programs supplied by Red Earth Software herewith, and any and all updates thereto.
(b) "Evaluation version" means a version of a Red Earth Software product that is freely available for download but limited in time or features.
(c) "Not For Resale (NFR) Version" means a version of a Red Earth Software Product, so identified, to be used for evaluation purposes and internal use, only. Not For Resale (NFR) Versions may not be distributed for commercial purposes.
(d) "Serial Number" means the software activation key.

2. License

Subject to the payment of the applicable license fees, and subject to the terms and conditions of this Agreement, Red Earth Software hereby grants you the non-exclusive, non-sub licensable, non-transferable right to:

(a) Install and use the Software on a single server providing the number of users does not exceed the number of user licenses purchased.
(b) Make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software.
(c) Utilize (but not copy) any instructional and/or operational manuals relating to the Software.

Additional server licenses may be used for additional installations of Policy Patrol within the same organization, providing the total user count does not exceed the amount purchased for the initial server. Additional server licenses need to be purchased for clustered nodes, backup installations and additional frontend/backend installations and can be used when organizations have multiple sites where they wish to install Policy Patrol.

3. Upgrades

If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your earlier end-user license and that you will not continue to use the earlier version of the Software nor transfer it to another.

4. Confidentiality Obligations and License Restrictions

You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form nor permit a third party to do so. You may not distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or like purposes. You may not, nor permit a third party to do so, modify the Software or create derivative works based upon the Software. You must take reasonable steps to protect the Software from unauthorized copying, publication or disclosure.

You agree that the Software and the Documentation, including the specific design and structure of individual programs and the Serial Number constitute confidential proprietary information of Red Earth Software. You shall not disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Red Earth Software. You shall implement reasonable security measures to protect such confidential information, but without limitation to the foregoing shall use best endeavors to maintain the security of the Serial Number.

5. Ownership

The Software is protected by copyright laws. Red Earth Software and its suppliers own and retain all right, title and interest in and to the Software, including all copyrights, patents, trademarks and other intellectual property rights therein. Your possession, installation or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement.

The Software includes some third party software components, including software components that are made available separately under open source software licenses. Information about these open source software components and associated licenses can be found in the readme.txt file accompanying the Software.

If requested, you shall certify in writing that you are using the Software for the number of servers, with the number of copies, on the system configuration and at the site agreed upon by the parties. You agree that no more than once annually your use of the Software may be audited by Red Earth Software (or an independent auditor working on Red Earth Software’s behalf) during normal business hours upon reasonable advance written notice for the purpose of verifying your compliance with this EULA.

6. Warranties, and Limitation of Liability:

(a) TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” AND RED EARTH SOFTWARE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHERMORE, RED EARTH SOFTWARE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ANY DOCUMENTATION PROVIDED THEREWITH IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(b) RED EARTH SOFTWARE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM DOWNTIME, FAILURE OF SECURITY MECHANISMS, GOODWILL, PROFITS, REVENUE OR OTHER BUSINESS LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF LEGAL THEORY, EVEN IF RED EARTH SOFTWARE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(c) THE SOFTWARE IS NOT WARRANTED TO BE FAULT-TOLERANT, AND IS NOT INTENDED FOR THE DESIGN, CONSTRUCTION, MAINTENANCE, OPERATION, CONTROL, OR ANY OTHER USE IN CONNECTION WITH HIGH RISK SYSTEMS, AND RED EARTH SOFTWARE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR PURPOSE IN CONNECTION WITH HIGH RISK SYSTEMS.
(d) You will not use the software for any purpose in connection with High Risk Systems. 'High Risk Systems' means systems in environments requiring fail-safe performance (such as nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems), in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental damage.
(e) You acknowledge that it is not technically practicable to guarantee software to be error-free, and you agree that if any such errors are found to exist they shall not constitute a breach of this Agreement.
((f) If any exclusion contained in this Agreement shall be held to be invalid for any reason and Red Earth Software becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the license fee paid by you for the Software.
(g) (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

7. Export Compliance

You acknowledge that the Software is subject to export restrictions by the United States government and import restrictions by certain foreign governments. You shall not and shall not allow any third-party to remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (i) into (or to a national or resident of) any embargoed or terrorist-supporting country; (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (iv) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You agree to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Software is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.

8. Government Users

The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this EULA in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.

9. You acknowledge that these terms supersede all prior agreements, and are complete and exclusive. No oral or written information given by Red Earth Software or on Red Earth Software’s behalf shall create a warranty or collateral contract, or in any way increase the scope of this warranty in any way, and you may not rely on any such advice.

10. If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this Agreement shall stand.

Copyright (c) 2002-2013 Red Earth Software. All rights reserved.

Policy Patrol (R) is a registered trademark of Red Earth Software (R).