CallButler Unlimited distribution permissions and end-user license agreement
PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT INSTALL OR OTHERWISE USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE AND DESIST USING THE SOFTWARE AND MAY RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED FOR A FULL REFUND OF THE AMOUNT YOU ORIGINALLY PAID.
This License Agreement (“Agreement”) is a legal agreement between Works Out Software, Inc. ("WOSI"), and you, the user (“Licensee”), and is effective the date Licensee installs, downloads, copies or otherwise Uses any WOSI software product in whole or in part (“Software”). “Use”, “Uses” or “Used” means to access any of the files that are included with the Software, to consult any of the documentation included with the Software, or to otherwise benefit from using the Software.
THE SOFTWARE IS LICENSED, NOT SOLD.
WOSI grants Licensee the non-exclusive, nontransferable license to Use the Software on a single computer at any given time. The license rights granted hereunder do not apply to development and distribution of software development products or toolkits of any kind, including but not limited to class libraries, components, ActiveX controls, DLLs, plug-ins, adapters, authoring tools, development toolkits and compilers.
2. BACK-UP AND TRANSFER
Licensee may make one copy of the Software solely for "back-up" purposes. Licensee must reproduce and include the above-described copyright notice on the back-up copy. Licensee may transfer the Software to another party only if the other party agrees to the terms and conditions of the Agreement, and completes and returns registration information (name, address, etc.) to WOSI within 30 days of the transfer. If Licensee transfers the Software, Licensee must at the same time transfer the documentation and back-up copy, or transfer the documentation and destroy the back-up copy. Licensee may not retain any portion of the program, in any form, under any circumstance.
Licensee acknowledges that the Software remains a confidential trade secret of WOSI and/or its suppliers and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse engineer the Software or attempt to do so except as explicitly licensed to do so herein. Licensee agrees to refrain from disclosing the Software (and to take reasonable measures with its employees to ensure they do not disclose the Software) to any person, firm or entity except as expressly permitted herein.
Licensee may not Use, copy, modify, translate, or transfer the Software, documentation, license key, or any of the files included with the Software except as expressly defined in this agreement. Licensee may not attempt to unlock or bypass any “copy-protection”, licensing or authentication algorithm utilized by the Software. Licensee may not remove or modify any copyright notice, nor the About dialog or the method by which it may be invoked. Licensee may not rent or lease the Software. Violations will be prosecuted to the maximum extent possible under the law.
5. WARRANTY AND LIABILITY DISCLAIMER
THE SOFTWARE IS PROVIDED AS IS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR ENDORSEMENTS REGARDING THE USE OF, THE RESULTS OF, OR PERFORMANCE OF THE PRODUCT, ITS APPROPRIATENESS, ACCURACY, RELIABILITY, OR CORRECTNESS. THE ENTIRE RISK AS TO THE USE OF THIS PRODUCT IS ASSUMED BY LICENSEE. IN NO EVENT SHALL WOSI BECOME LIABLE TO ANY PERSON OR ENTITY FOR AN AMOUNT IN EXCESS OF THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE. IN NO EVENT WILL WOSI BE LIABLE FOR INDIRECT DAMAGES INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF WOSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. EXPORT LAW
Licensee acknowledges and agrees that the Software may be subject to export restrictions and controls. Licensee agrees and certifies that neither the Software nor any direct product thereof (e.g. any application software developed by Licensee that uses the Software) is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by export restrictions and controls. Licensee bears all responsibility for export law compliance and will indemnify WOSI against all claims based on Licensee’s exporting the Software.
This Agreement is effective until terminated. Licensee may terminate it by destroying the Software, all modifications and derivatives thereof, the documentation and copies thereof. This license will also terminate if Licensee fails to comply with any terms or conditions of this Agreement. Licensee agrees upon such termination to destroy all copies of the Software and of the documentation, or return them to WOSI for disposal and Licensee shall thereupon cease distribution or licensing of any derivative of the Software. Termination of this License shall not affect licenses granted to end users by Licensee to the extent that they are authorized by this Agreement.
8. PARTIES BOUND
If Licensee is executing this Agreement on behalf of an entity, then Licensee represents that Licensee has the authority to execute this agreement on behalf of such entity and agree that the Software (and any copies thereof) shall remain on the company premises.
The Software is Copyright ©2004-2005 Works Out Software, Inc. all rights reserved. The Software is protected by copyright laws, international treaties and all other applicable national or international laws.
10. OTHER RIGHTS AND RESTRICTIONS
Except for the limited license granted herein, WOSI, and its suppliers, retains exclusive ownership of all proprietary rights (including all ownership rights, title, and interest) in and to the Software. Licensee agrees not to represent that WOSI is affiliated with or approves of Licensee’s application software in any way.
Licensee indemnifies and holds WOSI harmless from and against any claims or lawsuits, including attorneys’ fees, that arise from or result from Licensee’s use, copying, modification or distribution of User Programs and/or other derivatives of the Software.
This Agreement shall be interpreted, construed, and enforced according to the laws of the United States of America (“USA”) and the State of Washington. In the event of any action under this Agreement, the parties agree that courts located in the State of Washington will have exclusive jurisdiction and that a suit may only be brought in the State of Washington and Licensee submits itself for the jurisdiction and venue of the courts located in the State of Washington.
This Agreement constitutes the entire agreement and understanding of the parties and may be modified only in writing signed by both parties. No officer, Salesman or agent has any authority to obligate WOSI by any terms, stipulation or conditions not expressed in the Agreement.
If any portion of this Agreement is determined to be legally invalid or unenforceable, such portion will be severed from this Agreement and the remainder of the Agreement will continue to be fully enforceable and valid.