TRIAL VERSION LICENSE
END-USER LICENSE AGREEMENT
For Serial Port Monitor
By Electronic Team, Inc.
IMPORTANT! READ CAREFULLY:
THIS END-USER LICENSE AGREEMENT (THIS “EULA” OR “AGREEMENT”) CONSTITUTES A LEGAL AGREEMENT BETWEEN THE LICENSEE AND LICENSOR WITH RESPECT TO THE SOFTWARE IDENTIFIED BELOW. BY USING THE SOFTWARE (AS DEFINED BELOW), LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE LICENSOR IS UNWILLING TO GRANT THE LICENSEE ANY RIGHTS TO USE THE SOFTWARE. IN SUCH EVENT, LICENSEE MAY NOT USE THE SOFTWARE, AND LICENSEE SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE AND ACCOMPANYING DOCUMENTATION. THIS REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE LICENSOR AND THE LICENSEE.
PLEASE READ THIS AGREEMENT CAREFULLY. LICENSEE’S USE OF THE SOFTWARE INDICATES THAT LICENSEE HAS READ, ACCEPTED AND UNCONDITIONALLY AGREED TO THIS EULA. LICENSEE MAY NOT USE THE SOFTWARE IF LICENSEE IS A (A) PERSON WHO IS NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH LICENSOR OR (B) PERSON WHO IS BARRED FROM RECEIVING THE SOFTWARE UNDER THE LAWS OF ANY COUNTRY INCLUDING THE COUNTRY IN WHICH THE LICENSEE IS A RESIDENT OR FROM WHICH THE LICENSEE IS USING THE SOFTWARE. LICENSEE HEREBY ACKNOWLEDGES THAT LICENSEE’S ELECTRONIC ASSENT CONSTITUTES LICENSEE’S AGREEMENT AND INTENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND HONOR ALL TRANSACTIONS ENTERED INTO.
Under this EULA, the Software may be provided either as a fully functional, time-limited version, or a feature-limited version, or a combination of these two types. Detailed description of the Trial Version restrictions is available on the Licensor’s website and in each product’s user-guide.
The Software under this EULA is provided to Licensee free of charge while it is a Trial Version. “Trial Version” means a version of the Software to be used only to review, demonstrate and evaluate the Software for a limited or unlimited time period. The Trial Version may have limited features and may lack the ability for the Licensee or other User to fully utilize the Software (which may include saving any resulting end products).
All of Licensor’s products (including the Software) are shareware. That means that Licensee may download the Trial Version for evaluation and, if the Licensee so chooses, they may order and pay for the Software via a different license (i.e., You can try before You buy). The functional peculiarities present in the Trial Version may not be a reason for refund request of a purchased license. If a Trial Version is a time-limited fully-functional version, allowing You to see and test all the features of the Software, your refund request will be declined if such request is based upon the absence of some certain feature in the Software, or if some feature does not work as You expected or intended it to work. All other refund cases are regulated by the Licensor’s Refund Policy.
Even though a license fee is not paid for the use of a Trial Version of the Software, it does not mean that there are no conditions for using such Software. For example, the Software is copyrighted and the owner of the copyright claims all exclusive rights to such Software.
In all cases, by Using the Software You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install or use the Software.
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Intellectual Property Rights” means all rights in intellectual property, including the following rights protected, created, or arising under the laws of the United States or any other jurisdiction: (i) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names, trade styles, logos, and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals, and extensions thereof (the “Trademarks”); (ii) all copyrights, design rights, object/source code rights, algorithms and database rights whether or not registered or published, all registrations and recordations thereof, and all applications in connection therewith, along with all reversions, extensions, and renewals thereof; (iii) all trade secrets, and (iv) all patents and applications therefor, including all continuations, divisionals, and continuations-in-part thereof and patents issuing thereon, along with all reissues, reexaminations, and extensions thereof.
“Licensee” means You or your company, a person/individual or legal entity that will Use the Software hereunder, unless otherwise indicated.
“Licensor” means Electronic Team, Inc.
“Software” means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media that are provided to Licensee or Used by Licensee, which pertain to Licensor’s “Serial Port Monitor ®”; (b) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided or which are made available to Licensee by Licensor, including but not limited to ((i) registration information, i.e. License key which is unique for a registration name of the Licensee; (ii) related explanatory written materials or files (“Documentation”); and (iii) Software setup files and code samples (if any); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Electronic Team, Inc. (collectively, “Updates”).
“Use” or “Used” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
“System” means Windows OS, GNU/Linux or macOS, or any virtual machine.
2. GENERAL USE
2.1 As long as the Licensee complies with the terms of this EULA, the Licensor grants the Licensee a non-exclusive right to use the Software under the following conditions:
The Licensee may install the Software and Use the Software for the sole purpose of determining whether to purchase a license for a commercial version of the Software.
The Licensee may install the Software and Use the Software on any number of Systems.
The Software may be copied and distributed on condition that the original copyright notice and disclaimer of warranty stay intact and the Licensee does not charge money or fees for the Software product, except to cover distribution costs. The Licensee may not alter, edit, or obscure any such copyright and other proprietary notices that appear on or in the Software in any manner.
The Licensee’s distribution of the provided Trial Version of the Software will not entitle him/her to any compensation from the Licensor.
The Licensee may not rent, lease, or lend the Software to any third party entity or individual.
The Licensee may permanently transfer all of his/her rights under this EULA, provided the recipient agrees to the terms of this EULA.
Without prejudice to any other rights, the Licensor may terminate this EULA if the Licensee fails to comply with the terms and conditions of this EULA. In such event, the Licensee must destroy all copies of the Software.
2.2 Demonstration versions of the Software will perform and achieve its activation in the background without any Users’ interference (no activation code is needed in such a case). Activation of any demonstration version of the Software shall be required for statistics only and shall not imply any collection of any personal information.
3. Prohibited Actions. The Licensee AGREES not to Use or permit Use of the Software for any purpose that may (i) menace, threaten, defraud or harass any person (including other users of the Software) or cause damage or injury to any person or property; (ii) involve the publication of any material that is false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm; (iv) constitute an infringement of intellectual property or other proprietary rights; (v) otherwise violate applicable laws, ordinances or regulations; (vi) Transmit any worms or viruses or any code of a destructive nature through Licensor’s Software; (vii) Share Software temporary activation codes for trial extension with a third party or encourage another User to do so; (viii) Misrepresent the source, identity, or content of information transmitted via the Software, for example, by claiming to be someone that Licensee is not; (ix) Use the Software for any illegal or unlawful purpose; (x) Interfere with any security-related features of the Software, or otherwise attempt to gain unauthorized access to the Software or networks connected to the Software, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Software or any activities conducted via the Software; (xi) Intentionally interfere with the operation of the Software or any User’s enjoyment of the Software; and (xii) Use the Software in any manner that in Licensor’s sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s Use and enjoyment of the Software.
Licensee AGREES not to access (or attempt to access) the Software by any means other than through the means provided by Licensor or its authorized Partners. Licensee AGREES not to access (or attempt to access) the Software by way of automated means and that Licensee will not engage in any activity that interferes with or disrupts the operation of the Software (or the servers and networks which are connected to the Software). Specifically, Licensee AGREES that Licensee will not:
remove or modify any Software markings or any notice of Licensor’s or its licensors’ proprietary rights;
modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software, or access or use the Software in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Licensor;
disrupt or interfere with any other user’s enjoyment of the Software
upload, post, or otherwise transmit through the Software any viruses or other harmful, disruptive, or destructive files;
access or attempt to access any portion of the Software, which Licensee is not authorized to access under the present License; and
disrupt or interfere with the security of, or otherwise cause harm to the Software, or system resources, accounts, passwords, servers, and/or networks connected to or accessible through the Software.
No part of the Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other methods, except as expressly provided herein.
4. Licensor reserves the right to disable, remove, or revoke access to Licensee to any portion of the Software if Licensee violates the present EULA. Licensor shall have no liability to Licensee in the event that Licensor takes such action.
Licensee AGREES to defend and indemnify Licensor against any claim arising out of a violation of Licensee’s obligations under this Section.
Licensee AGREES to make every reasonable effort to prevent unauthorized third parties not authorized by Licensor from accessing or using the Software.
ANY VIOLATION OF THE PROVISIONS UNDER SECTION 3 (DETERMINED IN LICENSOR’S SOLE DISCRETION) WILL RESULT IN THE TERMINATION OF LICENSEE’S ABILITY TO USE THE SOFTWARE.
LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR CANNOT BE RESPONSIBLE FOR ANY CONTENT POSTED, SHARED, OR TRANSMITTED VIA LICENSEE’S USE OF THE SOFTWARE AND WHICH VIOLATES THE PROHIBITIONS AS STATED UNDER SECTION 3 OF THIS EULA. LICENSEE AGREES TO USE THE SOFTWARE AT LICENSEE’S OWN RISK.
LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY VIOLATION OF APPLICABLE LAWS, RULES, OR REGULATIONS COMMITTED BY LICENSEE WHEN USING THE SOFTWARE. IT IS LICENSEE’S RESPONSIBILITY TO ENSURE THAT LICENSEE’S USE OF THE SOFTWARE DOES NOT CONTRAVENE APPLICABLE LAWS, RULES, OR REGULATIONS.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 This License does not transmit any Intellectual Property Rights on or in the Software. The Software and any copies that the Licensee is authorized by the Licensor to make, are the property of, and contain the Intellectual Property Rights belonging to, the Licensor.
5.2 The Software is protected by copyright, including without limitation by Copyright Law and international treaty provisions.
5.3 Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. The Licensee may not alter, edit, or obscure any such copyright and other proprietary notices that appear on or in the Software in any manner.
5.4 The structure, organization, and code of the Software contain the valuable Intellectual Property Rights of the Licensor. The Licensee agrees not to decompile, “unlock,” reverse-engineer, disassemble, or otherwise translate the object code versions of the Software to human-perceivable form except as permitted by applicable law which cannot be waived by this Agreement.
5.5 Any attempts to decompile, “unlock,” reverse-engineer, disassemble, translate the object code versions of the Software, copy, clone, modify or alter in any way the Software or any related installer program(s) without the Licensor’s specific approval are strictly prohibited. The Licensee is not authorized to use any plug-in or enhancement that permits Licensee to save modifications to a file with the Software.
5.6 All of the Licensor’s Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. Trademarks can only be used to identify printed output produced by the Software and such use of any Trademark does not give the Licensee any rights of ownership in that trademark.
6.1 The Licensor warrants that:
6.1.1 The Licensor owns the Software and the Documentation and/or is in possession of valid and existing licenses that support the terms of this Agreement;
6.1.2 For the twelve (12) month period following the Licensee’s first Use of the Software, the Software will reasonably conform to the specifications and functionality as specified in Documentation;
6.1.3 To the best of the Licensor’s knowledge, the Software does not infringe upon or violate any intellectual property right of any third party; and
6.1.4 the Software does not contain any back door, time bomb, drop dead device or other routine intentionally designed by the Licensor to disable a computer program, or computer instructions that alter, destroy or inhibit the processing environment.
6.2 EXCEPT THOSE WARRANTIES SPECIFIED IN SECTION 6.1 ABOVE, THE SOFTWARE IS BEING DELIVERED TO THE LICENSEE “AS IS” AND THE LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. THE LICENSOR MAKES NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR ACCURACY.
6.3 The Licensor does not and cannot warrant the performance or results the Licensee may obtain by using the Software. The entire risk arising out of use or performance of the Software remains with the Licensee.
6.4 The Licensor gives no warranty, express or implied, that (i) the Software will be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to the Licensor; or (ii) that the Software will operate error free or without interruption or that any errors will be corrected.
6. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL LICENSOR BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (1) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, (2) LOST PROFITS, LOST BUSINESS, OR LOST OR CORRUPTED DATA, OR (3) COST OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY, INTELLECTUAL PROPERTY RIGHTS, GOODS OR SERVICES, EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.
IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY FROM ALL LAWSUITS, CLAIMS, WARRANTY OBLIGATIONS, INDEMNITY OBLIGATIONS, AND ANY OTHER OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE SOFTWARE OR ASSOCIATED DOCUMENTATION PROVIDED HEREUNDER EXCEED TWO HUNDRED DOLLARS ($200.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.
If a portion of this Agreement is held unenforceable, the remainder shall be valid. That means that if one section of this Agreement is found to be unlawful, the rest of the Agreement is still in force. A party’s failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.
8. GENERAL TERMS
TERMINATION. Licensee’s right to use the Software continues until terminated. Licensee’ may terminate this Agreement at any time by notifying Licensor. On termination, Licensee must destroy all copies of the Software and cease all Use of the Software. Without limiting the generality of the foregoing, Licensor is entitled to disable Licensee’s access to and use of the Software at any time and without observing any notice period if Licensee is in breach of any provision of this Agreement.
ENTIRE AGREEMENT. This Agreement represents the complete agreement concerning this Trial Version license and supersedes (i) all prior agreements and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any order, acknowledgment, or similar communication between the Licensor and the Licensee. It may be amended only by a writing executed by both parties.
SEVERABILITY. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
GOVERNING LAW. This Agreement, including all revisions and amendments thereto, is governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict or choice of law principles. The United States Uniform Computer Information Transactions Act the United Nations Convention on the International Sale of Goods shall not apply. If either the Licensor or the Licensee employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees.
EQUITABLE RELIEF. The parties agree that a breach of this Agreement would cause irreparable injury to Licensor for which there may be no adequate remedy at law. Accordingly, Licensor shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.
LEGAL AND EXPORT COMPLIANCE. Licensee shall comply fully with all international and national laws and regulations that apply to the Software and Documentation and to Licensee’s Use thereof, including, but not limited to, the U.S. Export Administration Regulations, end-user, end-use and destination restrictions issued by U.S. and other governments. Licensee represents and warrants that (i) Licensee is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Licensee is not listed on any U.S. Government list of prohibited or restricted parties.
FORCE MAJEURE. Licensor and its suppliers shall not be liable in any respect for failures to perform hereunder due wholly or substantially to the elements, acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, epidemics, quarantine restrictions, armed hostilities, riots and other unavoidable events beyond the control of Licensor, and the time for performance of obligations hereunder by Licensor or its suppliers subject to such event shall be extended for the duration of such event.