ATTENTION: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE OPENING THIS PACKAGE OR DOWNLOADING THIS SOFTWARE. THE INDIVIDUAL OR ENTITY OPENING THIS PACKAGE or downloading this software (THE "END-USER") AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE. IF THE CD-ROM PACKAGE IS RETURNED UNOPENED AND UNTAMPERED THE LICENSE PRICE MAY BE REFUNDED.
End-User is granted a limited, non-exclusive license to do only the following:
A. Install and maintain the Software on one computer at any time for use only in the End-User's own business. The Software may not be copied to, transferred to, stored on, shared with, or concurrently used with another computer. A separate license shall be required for each user of the Software and for each computer workstation used by that user.
B. Make one copy in machine-readable form solely for backup or archival purposes for the computer which the Software is installed. The Software is protected by copyright law. As an express condition of this License, the End-User must reproduce on the copy Licensor's copyright notice and any other proprietary legends on the original copy supplied by Licensor.
C. Transfer the Software and all rights under this License to another party together with a copy of this License and all written materials accompanying the Software, provided (i) the End-User gives Licensor written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this License.
The End-User may NOT sublicense, assign, or distribute copies of the Software to others or share the Software on any information network. The Software contains trade secrets. The End-User may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form. THE END-USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS, ENHANCEMENTS, EXTENSIONS, OR ADD-ONS BASED UPON THE SOFTWARE OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1.C. ABOVE.
3. Protection and Security.
The End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to Licensor.
4. Intellectual Property Rights
4.1 All title to, and intellectual property rights in, the Software (including but not limited to any images, photographs, animations, video, audio, music, text, instructions, menus, icons and “applets,” incorporated into the SOFTWARE) and any related documents are and shall remain owned and/or controlled solely and exclusively by Licensor. Licensor reserves all rights in the Software not specifically granted under this License.
4.2 The Software and any printed materials contained herein are copyrighted with all rights reserved. Under the copyright laws, the Software or any accompanying printed materials may not be copied, in whole or in part, without written consent of Licensor. All of the material purchased (with all backup copies) may be, however, sold or given to another person under the conditions of this License.
5. Damages Arising Out Of End-User Actions
The End-User shall defend and hold the Licensor harmless from and against any and all liabilities, damages, costs, expenses or losses arising out of the End-User’s use of the Software, the End-User’s negligent or wrongful acts, the End-User’s violation of any applicable laws or regulations, and/or the End-User’s breach of any provision of this License.
6. ADDITIONAL SOFTWARE/SERVICES.
This License applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Licensor may provide (but is under no obligation to provide) to the End-User or make available to the End-User after the date the End-User obtained his/her initial copy of the Software, unless Licensor provides other terms along with the update, supplement, add-on component, or Internet-based services component. Licensor reserves the right to discontinue any Internet-based services provided to the End-User or made available to the end-User through the use of the Software.
This License is effective until terminated. This License will terminate immediately without notice from Licensor if the End-User fails to comply with any of its provisions. Upon termination the End-User must destroy the Software and all copies thereof, and the End-User may terminate this License at any time by doing so.
8. Export Law Assurances.
The End-User agrees that the Software is subject to U.S. export jurisdiction. The End-User agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
9. Limited Warranty.
9.1 Licensor warrants that, for thirty (30) days from the date of initial use by the original End User, the Software shall operate substantially in accordance with the published functional specifications current at the time of shipment. If, during the warranty period, a defect appears, End User shall return the Software to Licensor and Licensor's only obligation shall be, at Licensor's election, to replace the defective Software or refund the purchase price. The End-User agrees that the foregoing constitutes the End-User's sole and exclusive remedy for breach by Licensor under any warranties made under this Agreement. This warranty does not cover any Software that has been altered or changed in any way by anyone other than Licensor. Licensor is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Licensor.
9.2 No oral or written information or advice given by Licensor or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty.
9.3 THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE END-USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.4 LICENSOR'S LIABILITY TO THE END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE OF THE SOFTWARE.
From time to time Licensor may, in its sole discretion, advise the End-User of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, "Enhancements"), and may license the End-User to use such Enhancements upon payment of prices as may be established by Licensor from time to time. All such Enhancements to the Software provided to the End-User shall also be governed by the terms of this License. IN ORDER FOR THE END-USER TO BE ASSURED THAT IT WILL BE ADVISED OF AND LICENSED TO USE ANY ENHANCEMENTS TO THE SOFTWARE, THE END-USER MUST COMPLETE, SIGN AND RETURN TO LICENSOR A POSTCARD INCLUDING NAME, ADDRESS, TELEPHONE NUMBER, EMAIL ADDRESS, SERIAL NUMBER AND/OR IDENTIFICATION CODE NUMBER, WHERE PURCHASED, WHEN PURCHASED, AND HOW PURCHASED.
11.1 This License will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard or effect being given to choice of law principles, and shall inure to the benefit of Licensor and End-User and their successors, assigns and legal representatives. Any dispute over this License shall be brought in the United States District Court for the Eastern District of Pennsylvania or the Montgomery County Court of Common Pleas, as applicable. You expressly consent to and waive any objection to the jurisdiction and venue of these courts.
11.2 If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. Any notices or other communications to be sent to Licensor must be mailed first class, postage prepaid, to the following address: Topplestone, LLC, A Pennsylvania Limited Liability Company, 545 N. Charlotte St. Pottstown, Pa. 19464.
11.3 THE END-USER HEREBY WAIVES ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS LICENSE OR THE SOFTWARE.
11.4 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of Licensor.
BY OPENING THIS PACKAGE OR DOWNLOADING THIS SOFTWARE, THE END-USER
ACKNOWLEDGES THAT IT HAS READ THIS LICENSE, UNDERSTANDS IT, AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Should you
have any questions concerning this License, contact Licensor at
the address set forth above.