Subject Search Scanner CD Edition distribution permissions and end-user license agreement
SUBJECT SEARCH SCANNER (TM) CD EDITION SOFTWARE END-USER LICENSE AGREEMENT
This Agreement has 3 parts. Part I applies if you have not purchased a license to the Subject Search Scanner CD Edition Software (hereafter, the SOFTWARE). Part II applies if you have purchased a license to the Software. Part III applies to all license grants. If you initially acquired a copy of the Software without purchasing a license and you wish to purchase a license, contact Kryloff Technologies, Inc. on the Internet at http://www.kryltech.com.
PART 1 -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID (LIMITED TO EVALUATION), GRANT.
You should carefully read the following terms and conditions before using the accompanying software. Unless you have a different license agreement signed by Kryloff Technologies, Inc. your use of the Software indicates your acceptance of this license agreement. This license is personal to you and you agree not to assign your rights herein.
Kryloff Technologies, Inc. (hereafter, "Kryloff") grants you a non-exclusive, non-transferable, non-sublicensable license to use this copy of the Software in binary executable form for the purposes of searching for data in files that have been burnt on the CD from which you obtained the Software, and also for evaluating whether to purchase a license to the commercial version of the Subject Search Scanner CD Edition Software.
If you are using the Software free of charge under the terms of this Agreement, you are not entitled to hard-copy documentation, and support or telephone assistance.
DISCLAIMER OF WARRANTY. Free of charge Software is provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not Kryloff assume the entire cost of any service and repair. In addition, the security mechanisms implemented by Kryloff Software have inherent limitations, and you must determine that the Software sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of the agreement.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
PART II -- TERMS APPLICABLE WHEN LICENSE FEES PAID
GRANT. Subject to payment of applicable license fees, KRYLOFF grants to you a non-exclusive license to use the Software and accompanying documentation ("Documentation") in the manner described in Part III below under "Scope of Grant."
Kryloff warrants that for a period of ninety (90) days from the date of acquisition, the Software, if operated as directed, will substantially achieve the functionality. Kryloff does not warrant, however, that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. In addition, the security mechanisms implemented by Kryloff software have inherent limitations, and you must determine that the Software sufficiently meets your requirements. Kryloff also warrants that the media containing the Software, if provided by Kryloff, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. Kryloff's sole liability for any breach of this warranty shall be, in Kryloff's sole discretion: (i) to replace your defective media; or (ii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of shipment to you of the repaired or replaced Software, or (b) Kryloff advised you how to operate the Software so as to achieve the functionality described in the Documentation. Only if you inform Kryloff of your problem with the Software during the applicable warranty period and provide evidence of the date you purchased a license to the Software will Kryloff be obligated to honour this warranty. Kryloff will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within 30 days of being so notified.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY KRYLOFF. KRYLOFF MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE DURATION OF IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. NO KRYLOFF DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used as described in the Documentation.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
PART III -- TERMS APPLICABLE TO ALL LICENSE GRANTS
SCOPE OF GRANT.
* use the Software personally on one computer.
* copy the Software for archive purposes, provided any copy must contain all of the original Software's proprietary notices.
* if you have purchased a license to the Software, you, the original purchaser, may redistribute only redistributable components of the Software and only along with your documents and other files the Software is supposed to operate with. The above mentioned redistributable components include all binary and data files which have been included by Kryloff in the original shipment of the Software, except for the CD Indexer executable file (the file "CDIndexer.exe"): redistribution of this file in any form or burning it on CD is strictly prohibited. Redistributon of the redistributable components of the Software is not limited in time, territory, or the number of copies and is provided by Kryloff for you, the original purchaser, on the royalty-free basis.
You may not:
* permit other individuals to use the Software except under the terms listed above.
* modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software.
* copy or otherwise distribute the Software other than as specified above. If you have not purchased a license to the Software, any form of copying or distribution of any components of the Software, either in part or in whole, is strictly prohibited.
* rent, lease, grant a security interest in, or otherwise transfer rights to the Software, or
* remove any proprietary notices or labels on the Software.
TITLE. Title, ownership rights, and intellectual property rights in the Software shall remain in Kryloff Technologies and/or its suppliers. The Software is protected by international copyright laws and treaties. Title and related rights in the content accessed through the Software is the property of the applicable content owner and may be protected by applicable law. This License gives you no rights to such content.
TERMINATION. The license will terminate automatically if you fail to comply with the limitations described herein. Upon termination, you must destroy all copies of the Software.
EXPORT CONTROLS. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL KRYLOFF OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL KRYLOFF BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT KRYLOFF TECHNOLOGIES RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, EVEN IF KRYLOFF TECHNOLOGIES, INC. SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of 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 ("High Risk Activities"). Kryloff and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
MISCELLANEOUS. If the copy of the Software you received was accompanied by a printed or other form of "hard-copy" End User License Agreement whose terms vary from this Agreement, then the hard-copy End User License Agreement governs your use of the Software. This Agreement represents the complete agreement concerning this license and may amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by the laws of the United States of America (except for conflict of law provisions). The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or at 252.211-7015, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Kryloff Technologies, Inc. (http://www.kryltech.com)
"Subject Search Scanner CD Edition" Software WORLDWIDE DISTRIBUTION AGREEMENT
1. PARTIES: This is a distribution agreement ("Agreement") between Kryloff Technologies, Inc. ("KT"), the developer and the owner of the Evaluation Version of the Subject Search Scanner Software ("Software"), and the distributor, ("Distributor").
2. Scope of Grant: KT provides Distributor with one or more copies of the Software ("master copy") and grants Distributor a nonexclusive worldwide license to market, promote, transmit, create copies of and distribute the Software through Distributor's Web sites, affiliated or any other Internet sites by any and all electronic means and/or via any other distributionmethods. Distributor may create software wrappers or other addenda to the master copy of the Software that may help Distributor to distribute Software. Distributor may not remove any copyright notices, reverse engineer, disassemble or otherwise modify master copy or/and any other copies of Software. This Agreement does not automatically give Distributor the right to sell Software.
3. RIGHTS: KT retains ownership of the copyright including all other rights to Software. KT retains the right to publish, license, market, promote, sell, transmit, and distribute Software through any additional methods or Internet sites by any and all electronic means and/or via any other distribution methods. KT retains the rights to distribute Software with any and all other entities of KT's choosing. KT retains the full ownership of Software.
4. WARRANTIES: KT warrants to Distributor that KT is the sole creator and the owner of the Software and all related intellectual property and that KT has full power to enter into this agreement. KT guarantees that neither the Software or any rights or licenses granted by this Agreement will (i) violate any contract by which KT is bound or any applicable law or regulation or (ii) violate or misappropriate any copyright or other intellectual property rights of any third party. KT shall hold Distributor harmless from all claims, damages, and expenses related to Software.
5. RELATIONSHIP OF PARTIES: Distributor and KT are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between the parties.
6. TERM AND TERMINATION: The parties are deemed to be automatically bound by the terms of this Agreement from the moment the Distributor starts marketing, copying, publishing, promoting or/and distributing the Software. Either party may terminate this Agreement at its sole discretion at any time with or without cause upon written notice or an email message.
7. LIMITATION OF LIABILITY: DISTRIBUTOR SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. DISTRIBUTOR SHALL NOT BE LIABLE FOR MISUSE OR UNLAWFUL DISTRIBUTION OF SOFTWARE BY CUSTOMER OR THIRD PARTY. KT GUARANTEES THAT DISTRIBUTOR SHALL NOT BE LIABLE WITH RESPECT TO ANY DAMAGES ASSOCIATED WITH MARKETING, PROMOTING, DISPLAYING SCREENSHOTS OR PUBLISHING EXCERPTS FROM SOFTWARE, TRANSMITTING, AND/OR DISTRIBUTING SOFTWARE.
8. ENTIRE AGREEMENT: This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements with respect thereto.