BY DOWNLOADING OR USING THIS SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THIS LICENSED PRODUCT.
This Gradient Fox Product License Agreement (the "Agreement") is a legal agreement between you and Gradient Fox Inc. In this Agreement, the term "Licensed Gradient Fox Product" means the Software, including associated media and printed materials, and "online" or electronic documentation. The term "You" or "you" means the company, entity, or individual who is using the Gradient Fox Product.
TERMS AND CONDITIONS
0. EXPORT. You agree that U.S. export control laws and other applicable export and import laws govern your use of the programs, including technical data. You agree that neither the programs nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.
1. LICENSE TO USE. Subject to the terms of this Agreement, Gradient Fox Inc grants to You a non-exclusive license ("Product License") to use the Licensed Gradient Fox Product, in machine readable form, at a single site.
You may install the Gradient Fox Product on more than one computer provided that the Gradient Fox Product is only used by You, not by anyone else.
You understand that the Licensed Gradient Fox Product is a proprietary product of Gradient Fox Inc, contains trade secrets, and is protected by copyright law. This Agreement does not provide You with title or ownership of any Licensed Gradient Fox Product, but only a right of use. Subject to the Product License granted hereunder, Gradient Fox Inc retains sole and exclusive ownership of all right, title, and interest in and to the Licensed Gradient Fox Product and all copies thereof.
2. CONFIDENTIALITY AND NONDISCLOSURE. All Gradient Fox proprietary information, including the Licensed Gradient Fox Product and any related source code, object code, content, documentation, training, and technical information provided to You shall be considered "Confidential Information" under this Agreement.
You shall not disclose any Gradient Fox Confidential Information to any person or entity, and shall take at least such measures to protect such Confidential Information as You take to protect Your own proprietary and confidential information. This restriction shall not apply to any Confidential Information which is required to be disclosed by government or judicial order.
All Confidential Information provided to You under this Agreement shall be destroyed promptly upon termination of this Agreement, and upon request, You shall certify in writing to Gradient Fox Inc that You have done so. The terms of this Section 2, Confidentiality and Nondisclosure, shall survive expiration or termination of this Agreement.
You shall ensure that the Licensed Gradient Fox Product is not modified, translated, reverse engineered, decompiled, or disassembled in any manner, for any reason.
3. DISCLAIMER OF WARRANTY. Gradient Fox Inc makes no warranties whatsoever as to the operational performance of the Licensed Gradient Fox Product whose use is licensed under this Product License. THE LICENSED GRADIENT FOX PRODUCT IS PROVIDED "AS IS". GRADIENT FOX INC DOES NOT WARRANT THAT THE LICENSED GRADIENT FOX PRODUCT OR ITS SERVICES AND SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN A FAULT-TOLERANT MANNER. GRADIENT FOX INC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. The entire risk as to the quality and performance of the Licensed Gradient Fox Product, including any server hosting the software provided by Gradient Fox Inc, is borne by You. Should the Licensed Gradient Fox Product or system prove defective, You, and not Gradient Fox Inc, assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. THE TERMS OF THIS SECTION 3, DISCLAIMER OF WARRANTY, SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
4. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL GRADIENT FOX INC BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF GRADIENT FOX INC SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, GRADIENT FOX INC IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), GRADIENT FOX INC'S LIABILITY TO YOU WILL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE. THE TERMS OF THIS SECTION 4, LIMITATION OF LIABILITY, SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
5. GENERAL. (a) Upon termination of this Agreement, You shall promptly unistall and remove any Gradient Fox software, documentation, Licensed Gradient Fox Product and other Gradient Fox Confidential Information. (b) This Agreement is binding upon and will inure to the benefit of a party and its successors and assigns. (d) This Agreement shall be considered an agreement made in New Hampshire and shall be governed by and construed in accordance with the laws of the State of New Hampshire.
NOTICE OF RESTRICTED RIGHTS "Programs delivered subject to the DOD FAR Supplement are 'commercial computer software' and use, duplication, and disclosure of the programs, including documentation, shall be subject to the licensing restrictions set forth in the license agreement. Otherwise, programs delivered subject to the Federal Acquisition Regulations are 'restricted computer software' and use, duplication, and disclosure of the programs, including documentation, shall be subject to the restrictions in FAR 52.227-19, Commercial Computer Software-Restricted Rights (June 1987). "