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THIS EULA IS A LEGAL
AGREEMENT BETWEEN YOU ("YOU" OR "LICENSEE")
AND AITECHCONSULTING LLC, A DELAWARE CORPORATION ("AITECHCONSULTING
LLC. SOLUTIONS"), FOR THE SOFTWARE PRODUCT IDENTIFIED
ABOVE WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED
MEDIA AND DOCUMENTATION (COLLECTIVELY "LICENSED SOFTWARE").
BY OPENING
THE SOFTWARE PACKAGING, COMPLETING THE SERIALIZATION PROCESS,
OR DOWNLOADING, INSTALLING, ACCESSING OR UTILIZING THE
LICENSED SOFTWARE OR CLICKING THE "I ACCEPT"
BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, DO NOT
PURCHASE THE LICENSE FOR EASYDIRECTOR.
1. Protection/Ownership. The Licensed Software
may include software owned by third parties (collectively
"Third-Party Owners"). The Third-Party Owners
are third-party beneficiaries of this EULA and You agree
to be bound to them under all the terms and conditions
of this EULA, unless and to the extent that a separate
license agreement for such software governs. The Licensed
Software is protected by copyright and other intellectual
property laws. AITECHCONSULTING LLC or a Third Party Owner
retains ownership of the Licensed Software and the copies
of the Licensed Software provided herewith. The Licensed
Software is licensed to Licensee for use subject to the
terms set forth in this EULA.
2. Grant of License. AITECHCONSULTING LLC hereby
grants to Licensee and Licensee fully accepts, upon delivery,
a nonexclusive, nontransferable and perpetual (unless
earlier terminated as provided below) right to use only
the executable version (no source code) of the Licensed
Software for its own internal business purposes. Installation
of the Licensed Software may entail installing a license
file that will be provided to you via email after you
have purchased the license on www.easydirector.biz website.
3. Scope of License. You are allowed only the number
of concurrent users of the Licensed Software as shown
in the corresponding purchase order or other order confirmation
form. The number of authorized concurrent users covered
by the license will be visually displayed to You during
the serialization procedure. A remote user accessing the
Licensed Software (via a web-enabled product) is considered
to be utilizing one concurrent user license. Nothing in
this paragraph shall limit Licensee from allowing its
employees, agents or representatives or the employees,
agents or representatives of Licensee's parent, subsidiaries
or affiliates, if any, from accessing or using the Licensed
Software for Licensee's own internal business purposes;
provided, however that the total number of concurrent
users does not exceed the number of authorized concurrent
users covered by the license.
4. Registration/Audit.
The installation process may require you to register the
Licensed Software with user information and the Licensed
Software may contain an automated audit tool whereby AITECHCONSULTING
LLC will receive notification of Your licensed limits
and user information. Any personal information collected
(1) will be used solely for registration and license limit
auditing purposes for the Licensed Software and to provide
You with important information about the Licensed Software,
(2) will be stored in computer servers with limited access
that are located in controlled facilities and/or under
SSL protocol, (3) may be stored and processed in the United
States or any other country in which AITECHCONSULTING
LLC. or its affiliates, subsidiaries or agents maintain
facilities and by using this Licensed Software, you consent
to any such transfer of information outside of your country,
(4) may be stored indefinitely, (5) will not be shared
with any government agency, private organization, or the
public, except with your consent or as required by law.
5. Additional users.
If You wish to expand the number of authorized concurrent
users covered by the license You may be able to purchase
the additional licenses from AITECHCONSULTING LLC or a
Reseller or at www.easydirector.biz. In such case you
will need to purchase a new license file that covers the
number of concurrent users of your EasyDirector® installation.
The EasyDirector® user license is not incremental. It is
per the number of users you purchased it for.
6. Transfer. To
the maximum extent permitted by applicable law, Licensee
may not resell or otherwise transfer for value the Licensed
Software. Notwithstanding the foregoing, Licensee may
assign all of its licensed rights and duties under this
EULA to a third-party that: (a) directly or indirectly
controls Licensee; (b) is controlled by or under common
control with Licensee; or (c) purchases all or substantially
all of Licensee's assets; provided, however, that (i)
Licensee gives written notice to AITECHCONSULTING LLC
of the transfer or assignment; (ii) the permitted third-party
assignee agrees to be bound by all the terms herein and
completes and returns a registration card or other requested
transfer documentation to AITECHCONSULTING LLC and (iii)
in no circumstance shall any transfer or assignment, unless
specifically agreed upon in writing, (y) release Licensee
from any prior outstanding obligation under this EULA,
or (z) allow Licensee or Licensee's transferee or assignee,
collectively, to utilize more licenses than the number
of licenses authorized under this EULA. If You transfer
the Licensed Software, You must simultaneously transfer
possession of all associated media and documentation,
and remove all Licensed Software from Your computers.
7. Restrictions.
You agree not to copy the Licensed Software except for
backup and disaster recovery purposes, or as described
in the documentation comprising the Licensed Software.
If You make backup copies of the Licensed Software, the
original copy of the Licensed Software and all backup
copies that You make may not leave your control and are
owned by AITECHCONSULTING LLC or a Third Party Owner.
You agree that this is a license only and that no title
passes to You. You agree not to challenge AITECHCONSULTING
LLC in or otherwise attempt to assert any rights in the
Licensed Software, except those provided under this EULA.
You agree not to disclose, modify, decompile, translate,
disassemble or reverse engineer the Licensed Software.
You agree not to distribute, rent or lease the Licensed
Software. You agree not to use the Licensed Software as
a commercial hoster or application service provider. You
agree to use the Licensed Software only as expressly permitted
under this EULA and in accordance with the accompanying
documentation and any other written instruction provided.
You acknowledge that the Licensed Software contains information
deemed confidential or otherwise proprietary to AITECHCONSULTING
LLC or a Third Party Owner, and You agree to handle the
Licensed Software with at least the same degree of care
employed with respect to Your own confidential or proprietary
information.
8. Links to Third-Party
Sites. You may link to third-party sites through the
use of the Licensed Software. AITECHCONSULTING LLC is
providing such links to you as a convenience only. AITECHCONSULTING
LLC does not generate or control the content of the third-party
sites and is not responsible for and does not endorse
the policies, practices or contents of any third-party
sites.
9. Warranty/Remedy/Limitation
of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE WARRANTY AND REMEDY SET FORTH BELOW ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL
OR WRITTEN, EXPRESSED OR IMPLIED. Except as provided for
in this EULA, no AITECHCONSULTING LLC reseller, dealer,
agent or employee is authorized to modify or add to the
following warranties and remedies. AITECHCONSULTING LLC
warrants that for a period of ninety (90) days following
delivery of the Licensed Software (i) the media on which
the Licensed Software is furnished shall be free from
defects in materials and workmanship under normal use;
and (ii) the Licensed Software will perform substantially
in accordance with
AITECHCONSULTING LLC user documentation accompanying the
Licensed Software does not warrant that the Licensed Software
will meet Your requirements or that the operation of the
Licensed Software will be uninterrupted or error free
or that all defects will be corrected. This Limited Warranty
is void if failure of the Licensed Software has resulted
from accident, abuse, modification, or misapplication
of the Licensed Software. If You believe there is a defect
in the Licensed Software such that it does not meet the
Limited Warranty provided above, You must notify AITECHCONSULTING
LLC in writing within the 90-day warranty period.
AITECHCONSULTING LLC entire
liability and Your exclusive remedy with regard to the
Limited Warranty, shall be, at AITECHCONSULTING LLC sole
discretion, either repair or replacement of the Licensed
Software or a refund of the amount paid by You for the
Licensed Software (provided in that case that You also
return the Licensed Software). Any repaired or replacement
Licensed Software shall be warranted for the remainder
of the original warranty period. To the maximum extent
permitted by applicable law, except as provided above,
AITECHCONSULTING LLC MAKES NO WARRANTY OR REPRESENTATION,
EITHER EXPRESSED OR IMPLIED WITH RESPECT TO THE LICENSED
SOFTWARE, ITS QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE.
UNLESS BOTH EXPRESSLY REPRESENTED
AND AGREED IN WRITING, THE LICENSED SOFTWARE IS NOT DESIGNED,
OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE
SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS,
OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH
THE FAILURE OF THE LICENSED SOFTWARE COULD CREATE A SITUATION
WHERE SUBSTANTIAL PROPERTY DAMAGE OR PERSONAL INJURY OR
DEATH MAY OCCUR. AITECHCONSULTING LLC.AND ANY THIRD-PARTY
OWNERS RECOMMEND AGAINST, AND DISCLAIM ANY LIABILITY FOR,
USE OF THE LICENSED SOFTWARE IN ANY SUCH APPLICATION.
You understand and acknowledge
that AITECHCONSULTING LLC will not be liable for network-related
problems attributable to the operation of the Licensed
Software and that network configuration changes may affect
the system's performance. To the maximum extent permitted
by applicable law, and except for liability arising under
paragraph 10 below, AITECHCONSULTING LLC entire liability
under this EULA shall be limited to the amount paid by
You for the Licensed Software.
IN NO EVENT WILL AITECHCONSULTING LLC.BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE,
even if advised of the possibility of such damages. In
particular, and without limitation, AITECHCONSULTING LLC
shall have no liability for any data stored or processed
with the Licensed Software, including the costs of recovering
such data.
10. Indemnification.
AITECHCONSULTING LLC will defend, indemnify and hold Licensee
harmless from any third party claim that the Licensed
Software infringes any copyright, trademark or trade secret
owned or controlled by the third party; provided, however,
that (i) AITECHCONSULTING LLC. shall be notified promptly
in writing by Licensee of any such claim; (ii) AITECHCONSULTING
LLC. shall have sole control of the defense of any action
on such claim and all negotiations for its settlement
or compromise; (iii) Licensee shall cooperate with AITECHCONSULTING
LLC. Solutions, at AITECHCONSULTING LLC. Solutions' expense,
in a reasonable way to facilitate the settlement or defense
of such claim; (iv) such claim does not arise from Licensee's
modifications not authorized by AITECHCONSULTING LLC.
Solutions; and (v) should the Licensed Software become,
or in AITECHCONSULTING LLC opinion likely to become, subject
to such claim of infringement, then Licensee shall permit
AITECHCONSULTING LLC, at AITECHCONSULTING LLC.' option
and expense, either (a) to procure for Licensee the right
to continue using the Licensed Software, or (b) to replace
or modify the Licensed Software so that it becomes noninfringing
and performs in a substantially similar manner to the
original product, or (c) upon failure of (a) or (b), despite
the reasonable efforts of AITECHCONSULTING LLC, to terminate
this EULA and return the license fee paid by Licensee
for the Licensed Software.
11. Maintenance and
Support. AITECHCONSULTING LLC provides maintenance
and/or technical support (including upgrades and enhancements)
for the Licensed Software only through separate Agreements.
Please contact AITECHCONSULTING LLC or the place from
which You obtained the Licensed Software if You wish to
obtain maintenance and/or technical support through the
execution of such an agreement.
12. Compliance;
Export Control; Privacy. You must comply with all applicable
laws and regulations in Your use of the Licensed Software.
You may not export, ship, transmit, or re-export the Licensed
Software in violation of any applicable law or regulation,
including, without limitation, the Export Administration
Regulations issued by the United States Department of
Commerce, or any such similar law or regulation issued
by such other governmental entity which may have jurisdiction
over such export. Further, You agree to abide by all applicable
data protection, SPAM, privacy and similar rules, directives
and other laws in Your use of the Licensed Software.
13. United States Government
Restricted Rights. THIS SECTION APPLIES ONLY TO LICENSING
OR USE BY THE FEDERAL GOVERNMENT OF THE UNITED STATES.
The Licensed Software is provided with RESTRICTED RIGHTS.
Use, duplication, or disclosure by the federal government
is subject to restricted rights as set forth in section
(c) of The Rights in Technical Data and Computer Software
clause at 252.227-7014 for DOD contracts and at FAR (48
CFR 52.227-19) for civilian agency contracts or other
comparable agency clauses. For all other countries these
agreement still applies in its entity.
14. Termination.
Your right to use the Licensed Software continues until
this EULA is terminated. You may terminate this EULA at
any time by destroying all of Your copies of the Licensed
Software. This EULA will automatically terminate if You
fail to comply with the material terms of this EULA. Upon
any termination, You agree to remove all Licensed Software
from Your computers, destroy all copies of the Licensed
Software, and, upon request from AITECHCONSULTING LLC,
certify in writing Your compliance herewith.
15. Severability.
If any of the terms, or portions thereof, of this EULA
are invalid or unenforceable under any applicable statute
or rule of law, the court shall reform the contract to
include an enforceable term as close to the intent of
the original term as possible; all other terms shall remain
unchanged.
16. Whole Agreement.
This EULA and any applicable AITECHCONSULTING LLC order
form or maintenance and support agreement or like document
constitutes the entire agreement between You and AITECHCONSULTING
LLC relating to the licensed rights for the Licensed Software,
and any additions to, or modifications of, this EULA shall
be binding upon the parties only if the same shall be
in writing and duly executed by You and by a duly authorized
representative of AITECHCONSULTING LLC THE TERMS AND CONDITIONS
OFANY CORRESPONDING PURCHASE ORDER OR OTHER ORDER CONFIRMATION
FORM RELATING TO THE LICENSED SOFTWARE ARE ONLY BINDING
ON AITECHCONSULTING LLC.IF SUCH TERMS AND CONDITIONS ARE
AGREED TO IN WRITING IN ACCORDANCE WITH THE PRIOR SENTENCE
AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER OR OTHER
ORDER CONFIRMATION FORM.
17. Waiver. The
waiver or failure of either party to exercise in any respect
any right provided for in this EULA shall not be deemed
a waiver of any further or future right under this EULA.
18. Assign-ability.
This EULA shall inure to the benefit of, and is freely
assignable to, AITECHCONSULTING LLC. successors and assignees
of rights in the Licensed Software.
19. Resellers. If
Licensee acquired the Licensed Software through a Reseller,
Licensee acknowledges that (i) payment and delivery terms
for the Licensed Software must be established separately
and independently between the Licensee and the Reseller;
(ii) this EULA constitutes the entire agreement between
the Licensee and AITECHCONSULTING LLC regarding the license
rights for the Licensed Software as described above and
is controlling; (iii) the terms and conditions of any
purchase order or any other agreement between the Licensee
and the Reseller are not binding on AITECHCONSULTING LLC;
(iv) the Reseller is not AITECHCONSULTING LLC agent and
is not authorized to alter, amend or modify the terms
of this EULA or to otherwise grant any license or other
rights relating in any way to the Licensed Software; and
(v) Licensee's nonpayment of any amount due to a Reseller
or any other relevant third party relating to its licensed
rights under this EULA shall constitute a basis for AITECHCONSULTING
LLC' termination of this EULA. Licensee further acknowledges
that AITECHCONSULTING LLC makes no representation or warranty
with regard to any services provided by any Reseller,
or any actions or failures to act by any Reseller.
If Reseller received the Licensed Software as Not-For-Resale
(or 'NFR') software in connection with a
AITECHCONSULTING LLC. reseller or other channel program,
then this Licensed Software may only be used by Reseller,
Reseller's right to use the Licensed Software shall be
subject to the terms of such program and applicable reseller
agreement, and will terminate upon Reseller's termination
from such program or such earlier time as set forth in
applicable reseller agreement.
20. Contact. All
questions concerning this EULA shall be directed to:
AITECHCONSULTING LLC, USA.
P.O. Box 1213.
Laurel, MD 20725
Attention: General Counsel
Phone: 1 888-847.8824
Fax: 301.362.1125
Email: general.counsel@easydirector.biz
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