PrintersBench Plus distribution permissions and end-user license agreement
Elk River Systems, Inc. Software License Agreement
This Software license Agreement ("Agreement") is entered into by and between you (either an individual, corporation or other legal entity), the end-user ("Licensee"), and Elk River Systems, Inc. ("ERSI"), and describes the terms and conditions pursuant to which ERSI shall license to Licensee certain "Licensed Software."
By acquiring the Licensed Software (via download from an ERSI or third-party Website or any other means now known or hereafter developed) or otherwise installing and commencing use of the Licensed Software, Licensee accepts the terms and conditions set forth in this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Licensed Software.
1. License Grant. ERSI hereby grants to Licensee and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive license to install one copy of the Licensed Software on one computer system. A separate license is required for each computer system on which the Licensed Software is installed. Licensee shall be permitted to make a reasonable number of machine-readable copies of the Licensed Software solely for backup, archival or security purposes. Licensee may not sublicense, lease, rent or distribute the Licensed Software. Any rights not expressly granted herein are expressly prohibited.
2. Evaluation Software. If the Licensed Software is an "Evaluation Version," then the version of the Licensed Software shall have one or more usage limitations. Notwithstanding other sections of this Agreement, Licensee use of an Evaluation Version is limited to demonstration, test or evaluation purposes only.
3. License Fees. Upon payment to ERSI by Licensee of the license fee specified by ERSI, a Product Key shall be provided to Licensee that shall deactivate the usage limitations of the Evaluation Version, thus rendering the Evaluation Version into a Non-Evaluation Version of the Licensed Software.
4. Ownership Rights. ERSI and/or its suppliers and licensors shall retain all right, title and interest, including all intellectual property rights, in and to the Licensed Software and its documentation, both in object and source code formats, and all related materials and derivative works.
5. Intellectual Property Rights Protection. Licensee agrees (i) not to attempt to decipher, decompile, disassemble or reverse engineer the Licensed Software; (ii) not to use or allow others to use a Product Key to install an unlicensed version of the Licensed Software on any computer system, and; (iii) to take all steps reasonably necessary to ensure that the terms and conditions of this Agreement are not violated by any person or entity under the Licensee's control or in the Licensee's service.
6. Updates and Upgrades. This Agreement does not grant Licensee any right to any enhancement, update or upgrades (New Versions) of the Licensed Software, other than as provided for under Section 10. Any such New Version offered to and accepted by Licensee shall be considered Licensed Software as defined in this Agreement and shall be subject to all of the terms and conditions of this Agreement.
7. Term and Termination. This Agreement will terminate immediately upon notice to Licensee if Licensee materially breaches any term or condition of this Agreement. Licensee may terminate this Agreement at any time by notifying ERSI in writing. Licensee agrees upon termination of this Agreement for any reason promptly to destroy the Licensed Software and documentation and all copies thereof. In the event of termination, ERSI shall not be obligated to return any fees that have been paid to ERSI pursuant to this Agreement.
8. Reference. Upon purchase of a Non-Evaluation Version of the Licensed Software, Licensee hereby grants ERSI the right to use Licensee's corporate name and logo (if applicable) in advertising and promotional materials in which Licensee shall be represented as an ERSI customer.
9. Compliance with Law. Licensee shall comply with all applicable laws, rules, regulations, orders, decrees, judgments and other governmental acts of the United States and other government authorities having jurisdiction over Licensee or this Agreement. Without limiting the foregoing, Licensee agrees to comply with the provisions of the United States Foreign Corrupt Practices Act, 15 USC § 78dd-2 and the anti-boycott provisions of the United States Export Administration Act, 50 USC §§ 2401-2420, as amended. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall be construed and implemented in compliance with the Export Administration Act, and with the rules and regulations promulgated from time to time thereunder. Licensee acknowledges that the Export Administration Act, among other things, restricts exports and re-exports of diskettes and other computer media on which software is recorded, technical data and direct products of technical data. Licensee certifies that the Licensed Software nor any other technical data or products thereof, derived under or in connection with this Agreement: (i) is intended to be used for any purpose prohibited by the Export Administration Act or regulations promulgated thereunder, including, without limitation, nuclear proliferation, or (ii) is intended to be shipped or exported, either directly or indirectly, to any destination prohibited by the Export Administration Act or regulations or its similar.
10. Limited Warranty. ERSI warrants that for a period of ninety (90) days following delivery to Licensee the Licensed Software will perform substantially in accordance with the accompanying Documentation. ERSI does not warrant that the Licensed Software will be error-free or will operate without interruption. Licensee's exclusive remedy for breach of the Limited Warranty contained in this Section 9 shall be to notify ERSI of the problem, in which event ERSI shall use reasonable efforts to correct such problem. Licensee shall not be entitled to assert any claim for breach of the Limited Warranty stated in this Section 9 unless such claim is made in writing and delivered to ERSI within ninety (90) days after delivery of the Licensed Software. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to Licensee.
11. WARRANTY DISCLAIMER. ERSI HEREBY DISCLAIMS ALL OTHER WARRANTIES TO LICENSEE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 9 IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF ERSI FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado in the United States of America, without regard to or application of conflicts of law rules or principles. The Federal and State Courts located in Boulder County shall have sole jurisdiction over any disputes arising hereunder.
13. Waiver. Any waiver by either party of the strict performance of any of the terms of this Agreement shall not be construed as a waiver of or prejudice to that party's right to subsequently require strict performance of the same or any other provision of this Agreement.
14. Serverability. Any term or provision of this Agreement held to be illegal or unenforceable shall, if possible, be interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.
15. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between ERSI and Licensee with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of ERSI and Licensee.
Elk River Systems, Inc. Software License Agreement