End User License Agreement
READ THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE INSTALLING THIS SOFTWARE. THIS AGREEMENT, BETWEEN ORIGIN SOFTWARE, INC. ("ORIGIN") AND YOU ("LICENSEE"), STATES THE TERMS AND USE OF VIEWERFX FOR CRYSTAL REPORTS AND ALL ACCOMPANYING DOCUMENTATION ("SOFTWARE"). IT CONTAINS BINDING OBLIGATIONS AND RESTRICTIONS ON LICENSEE'S USE OF THE SOFTWARE, DISCLAIMERS, LIMITATIONS ON ORIGIN'S LIABILITY, INDEMNIFICATION OBLIGATIONS, AND OTHER IMPORTANT TERMS.
USING THE SOFTWARE INDICATES THAT THE END USER ACCEPTS AND AGREES TO COMPLY WITH THESE TERMS. IF THERE IS ANY DISAGREEMENT ON THESE TERMS, (A) THE SOFTWARE MAY BE REMOVED FROM THE COMPUTER UPON WHICH IT WAS INSTALLED, OR (B) WRITE TO ORIGIN SOFTWARE, INC WITH A REQUEST TO MODIFY ANY TERM OF THIS LICENSE. PLEASE ALLOW 4 WEEKS FOR A RESPONSE. ORIGIN LICENSES THE SOFTWARE TO LICENSEE ONLY UPON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING THE "YES" BUTTON PRIOR TO INSTALLATION, LICENSEE AGREES THAT LICENSEE UNDERSTANDS THIS AGREEMENT AND ACCEPTS ITS TERMS.
1. GRANT OF LICENSE. Subject to Licensee's compliance with the terms and conditions of this Agreement, Origin grants Licensee a non-exclusive and non-transferable (except as permitted under Section 4) license to install and use the Software on a single computer, solely for internal business purposes. Licensee must purchase additional licenses if Software is used on additional computers.
2. LICENSE RESTRICTIONS. Origin reserves all rights in the Software not expressly granted to Licensee in this Agreement. Except as expressly specified in Sections 1 and 4, Licensee may not: (a) copy, modify, translate, adapt, or prepare derivative works of the Software; or (b) transfer, sublicense, lease, lend, rent, or otherwise distribute the Software to any third party. Licensee may not disassemble, decompile, or otherwise reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
3. OWNERSHIP. The Software is licensed, not sold. Licensee owns the media on which the Software is provided, but Origin retains ownership of the Software and any modifications thereto, including all worldwide patent rights, copyrights, trade secrets, know-how, and any other intellectual property rights therein. Licensee may not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to Licensee.
4. ASSIGNMENT. Licensee may not assign or transfer the Software or any rights granted hereunder, by operation of law or otherwise, except as provided in this Section 4, and any attempt to do so will be void and of no effect. Licensee may transfer its Software license to another party if (a) Licensee and the transferee execute a Origin Software License Transfer Agreement; (b) the transferee agrees to be bound by this Agreement; (c) Licensee removes the Software from its computer and destroys its back-up copy of the Software; and (d) a transfer fee totaling $100.00 is paid to Origin.
5. RIGHT TO MONITOR. Origin has the right to monitor remotely all installations of the Software and the number of ViewerFX for Crystal Reports Seats used to connect to the Software. The Software will periodically transmit this usage data to Origin via the Internet. Licensee agrees not to disable or otherwise interfere with such network transmissions.
6. SOFTWARE RETIREMENT. Origin reserves the right to discontinue production and distribution of any previous versions of the Software, and to discontinue technical support on retired versions. Licensee may continue to use such retired Software; however, technical support may not be available. Origin's retired software remains the intellectual property of Origin.
7. TERM AND TERMINATION. This Agreement will remain in force until terminated. Licensee may terminate the Agreement at any time by removing the Software from Licensee's computer and destroying all copies of the Software. This Agreement will automatically terminate if Licensee breaches any of the terms or conditions set forth herein. Upon termination, Licensee must promptly remove the Software from its computer and destroy all copies of the Software in its possession or control.
8. CONFIDENTIALITY. Licensee agrees that the Software contains proprietary information, including trade secrets, know-how, and confidential information that is the exclusive property of Origin. During the period this Agreement is in effect and at all times after its termination, unless Licensee has obtained written consent from Origin, Licensee and its employees and agents (a) may not use this information, except as necessary for the performance of this Agreement, and (b) must maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose, or otherwise make this information available to any third party.
9. LIMITED WARRANTY. Origin warrants that for thirty (30) days following the date of purchase, the media on which the Software is provided will be free from defects in materials and workmanship under normal use. As Licensee's sole and exclusive remedy and Origin’s entire liability for any breach of this limited warranty, Origin will promptly replace the defective media, at no charge, upon Origin’s receipt of the defective media from Licensee. THE LIMITED WARRANTY SET FORTH IN THIS SECTION IS IN LIEU OF AND ORIGIN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORIGIN OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. LIMITATION OF LIABILITY. ORIGIN'S TOTAL LIABILITY TO LICENSEE FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO ORIGIN BY LICENSEE FOR THE SOFTWARE. IN NO EVENT WILL ORIGIN BE LIABLE TO LICENSEE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT ORIGIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles.
12. ATTORNEYS' FEES. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party will be entitled to reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute.
13. EXPORT LAW. Licensee agrees to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
14. GOVERNMENT USERS. The Software is "computer software" and "commercial computer software documentation," as such terms are used in FAR 12.212. Any use, duplication, or disclosure of the Software by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement. Manufacturer is Origin Software, Inc. with offices at 5 Via Belleza, San Clemente, CA 92673.
15. ADDRESS CHANGES AND NOTICES. So that Origin may effectively provide Software updates, Licensee must notify Origin of any address change. Licensee agrees to pay any shipping and handling charges resulting from Licensee's failure to report an address change. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.
16. NON-EXCLUSIVE REMEDY. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
17. WAIVER. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.
18. SEVERABILITY. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
19. ENTIRE AGREEMENT. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings, or communications between the parties, oral or written, regarding its subject matter.
20. ACCEPTANCE. Licensee must accept this Agreement upon each installation of the Software in order to install the Software. Licensee agrees that Licensee has read this Agreement and hereby accepts its terms.
© Origin Software, Inc. All rights reserved. ViewerFX is a registered trademark of Origin Software, Inc. Printed in U.S.A. 9/1/2008