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Dantz Retrospect 6.0 AgreementDantz Retrospect 6.0 Agreement
Subjects > Computers (Search) > Software (Search for Software)
PLEASE READ THIS DOCUMENT (THIS "AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE PROVIDED ALONG WITH THIS AGREEMENT (THE "SOFTWARE"). BY CLICKING "I ACCEPT THE TERMS IN THIS AGREEMENT", YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND PROMPTLY RETURN THE SOFTWARE IN ITS ORIGINAL PACKAGE TO THE PLACE WHERE YOU OBTAINED THE SOFTWARE FOR A FULL REFUND.
1. License Grant. Subject to the terms and conditions of this Agreement, Dantz Development Corporation ("Dantz") hereby grants you a nonexclusive, worldwide, non-transferable (except as permitted under Section 8), perpetual, revocable license, under all of Dantz's Intellectual Property Rights (defined below) in the Software, to: (i) use, perform, and display the Software solely in accordance with the documentation provided to you along with the Software (the "Documentation"); (ii) make as many copies of the Software as permitted by the license code (the "License Code") provided to you; and (iii) make one (1) copy of the Software solely for backup or archival purposes. Any copy you make under this Section must include the Dantz copyright notice. As used herein, "Intellectual Property Rights" means all present and future copyrights, trademark rights, trade secret rights, patent rights, and any other intellectual property rights recognized in any jurisdiction.
2. Restrictions. You acknowledge that the Software and its structure, organization, and source code contain valuable trade secrets of Dantz. Accordingly, you agree not to (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) merge the Software with other software; (c) sublicense, lease, rent, loan, or otherwise transfer (except as permitted under Section 8) the Software to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (e) otherwise use or copy the Software except as expressly permitted under Section 1.
3. Termination. This Agreement is effective until terminated by Dantz pursuant to this Section. You may terminate this Agreement for convenience at any time. Dantz may terminate this Agreement effective immediately by providing a notice to you if you breach any provision in Sections 1, 2 or 8, or you breach any other material provision of this Agreement and do not cure the breach within twenty (20) days after receiving notice thereof from Dantz. Upon termination of this Agreement, you must destroy or return the Software, the Documentation, and the License Code, and all copies thereof.
4. Compliance with Export Law. You will not export or re-export the Software in violation of the U.S. Export Administration regulations or other applicable laws and regulations. You will defend, indemnify, and hold harmless Dantz from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by Dantz as a result of any violation of such laws and regulations by you or any of your agents or employees.
5. Warranty Disclaimer. For a period of thirty (30) days after purchase of the Software by you (the "Media Warranty Period"), Dantz warrants that the media on which the Licensed Software is provided to you will be free of defects in materials and workmanship. Dantz will, at its own expense and as its sole obligation and your exclusive remedy for any breach of this warranty, replace any defective media returned to Dantz within the Media Warranty Period. This warranty does not apply to damages resulting from misuse, abuse, or neglect. This warranty will not apply to you if you have downloaded the Software from Dantz website. EXCEPT FOR THE EXPRESS WARRANTY STATED IN THIS SECTION, THE SOFTWARE IS PROVIDED "AS IS." DANTZ DISCLAIMS ALL OTHER WARRANTES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND THE DOCUMENTATION, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
6. Limitation of Liability. IN NO EVENT WILL DANTZ BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION EVEN IF DANTZ KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. DANTZ'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR THE DOCUMENTATION, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE WILL NOT EXCEED THE PURCHASE PRICE OF THE SOFTWARE. THESE LIMITATIONS OF LIABILITY WILL BE GIVEN FULL EFFECT EVEN IF THE WARRANTY PROVIDED IN SECTION 5 ARE DEEMED INEFFECTIVE.
7. Maintenance and Support. For a period of thirty (30) days after purchase of the Software by you, Dantz will provide installation support for the Software free of charge. You may purchase all other support and maintenance for the Software from Dantz by contacting Dantz.
8. Assignment. Except as permitted in this Section, you may not assign or transfer any of the rights under this Agreement (including the license to use the Software) to any third party without the prior written consent of Dantz. You may transfer the Software, the Documentation, the License Code, and all rights under this Agreement to a third party only if such third party agrees to accept the terms and conditions of this Agreement. Any attempted transfer in violation of the foregoing will be null and void.
9. Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of California without regard to conflicts of law principles that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in a state court in Contra Costa County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
10. U.S. Government End Users. If you are a branch or agency of the United States Government, the following provision applies. The Software and the Documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (Sept 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212 or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with policies set forth in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-3 (JUN 1995).
11. Notice. All notices required by this Agreement must be in writing and will be effective (a) upon personal delivery, (b) 24 hours after sending by air courier or electronic means, or (c) 72 hours after deposit in the U.S. mail certified mail return receipt requested. All notices to Dantz should be sent to the address below or another address designated by Dantz:
Dantz Development Corporation 4 Orinda Way, Building C Orinda, CA 94563 Attention: Customer Service Fax No. (925) 253-9099
12. Remedies. You acknowledge that the Software and the Documentation contain valuable trade secrets and proprietary information of Dantz. You further acknowledge that any actual or threatened breach of Sections 1 or 2 of this Agreement will constitute immediate, irreparable harm to Dantz for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
13. General. All waivers must be in writing. A party's failure to exercise any of its rights under this Agreement shall not constitute a waiver or forfeiture of any such rights nor of any other rights. If any provision of this Agreement is unenforceable or invalid pursuant to any applicable law, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such unenforceable or invalid provision will be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decisions. This Agreement represents the entire agreement between you and Dantz as to the matters set forth herein and integrates all prior discussions and understanding between us. This Agreement may be modified only by a binding written instrument entered into by you and Dantz.
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