This is a legal agreement between you, the end user, and SemWare Corporation. If you do not agree to the terms of this Agreement, promptly return the disk package and accompanying items (including written materials and containers) to the place you obtained them for a refund. USE OF THIS PRODUCT CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND YOUR AGREEMENT TO ABIDE BY THEM.
1. Single-user License. SemWare grants to you the right to use the accompanying SemWare software program and any and all updates that you may receive (the "Software") on a single terminal connected to a single computer (i.e., with a single CPU). You may, however, install the Software on more than one computer provided you do not operate the Software on more than one computer or computer terminal at a time.
2. Multi-user, Network License. You may use the Software on a network only if a separate copy of the Software has been licensed from SemWare for each terminal and/or CPU capable of executing the Software. Otherwise, if you desire to use the Software on a network or multi-user system, or to install the Software on multiple single-user CPUs, you must first obtain written multi-user authorization (a "Multi-user License") from SemWare. Under a Multi-user License, you may install the Software on networks and/or multiple single-user CPUs, provided the total concurrent network usage or total number of network installations (whichever is greater), plus the total number of single-user installations, does not exceed the total number of machines/users authorized by SemWare.
3. Copyright. The Software and accompanying documentation are owned by SemWare or its suppliers and are protected by United States copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording) EXCEPT that you may copy the Software only for backup or archival purposes, and as may be authorized by SemWare under a Multi-user License. You may not copy the documentation, except as permitted in writing by SemWare under a Multi-user License. Under a Multi-user License, you may reproduce or purchase a number of copies of the documentation that does not exceed the total number of machines/users authorized by SemWare.
4. Transfers. You may transfer your stand-alone, single-user copy of the Software and accompanying documentation on a permanent basis provided you retain no copies and the recipient agrees to the terms of this Agreement. Any such transfer must include all updates and prior versions of the Software and documentation, and written notice must be timely given by you to SemWare that such transfer has taken place. You may not transfer authorization for a Multi-user License without the express written permission of an authorized representative of SemWare.
5. Other Restrictions. You may not rent or lease the Software. You may not decompile, disassemble, or create derivative works based on the Software for any purpose other than creating an adaptation to the Software as an essential step in its utilization for your own use. You acknowledge SemWare's claim that the Software embodies valuable trade secrets proprietary to SemWare; you may not disclose any information regarding the internal operations of the Software to others.
SemWare warrants the accompanying Software and documentation to be free of defects in materials and workmanship for a period of ninety (90) days from the purchase date.
The entire and exclusive liability and remedy for breach of this Limited Warranty shall be, at SemWare's option, either (a) return of the price paid or (b) replacement of defective Software and/or documentation, provided the Software and/or documentation is returned to SemWare with a copy of your receipt. SemWare's liability shall not include or extend to any claim for or right to recover any other damages, including but not limited to, loss of profit, data, or use of the Software, or indirect, special, incidental or consequential damages or other similar claims, even if SemWare has been specifically advised of the possibility of such damages. In no event will SemWare's liability for any damages to you or any other person ever exceed the lower of suggested list price or actual price paid for the license to use the Software, regardless of any form of the claim.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SEMWARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, SEMWARE MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS FIT FOR ANY PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY IS LIMITED TO THE NINETY-DAY DURATION OF THE LIMITED WARRANTY COVERING THE SOFTWARE AND PHYSICAL DOCUMENTATION ONLY, AND IS OTHERWISE EXPRESSLY AND SPECIFICALLY DISCLAIMED.
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHERS WHICH MAY VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply:
The Government acknowledges SemWare's representation that the Software and its documentation were developed at private expense and no part of same is in the public domain.
The Government acknowledges SemWare's representation that the Software is "Restricted Computer Software" as that term is defined in Clause 52.227-19 of the Federal Acquisition Regulations (FARs) and is "Commercial Computer Software" as that term is defined in Subpart 27.401 of the Department of Defense Federal Acquisition Regulation Supplement (DFARS).
The Government agrees that:
|(i) if the Software is supplied to the Department of Defense (DoD), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1)(ii) of the DFARS, and|
|(ii) if the Software is supplied to any unit or agency of the United States Government other than the DoD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FARs.|
RESTRICTED RIGHTS LEGEND. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights In Technical Data and Computer Software clause at DFARS 252.227-7013. SemWare Corporation, 730 Elk Cove Court, Kennesaw, Georgia 30152-4047, U.S.A.
You acknowledge and agree that the Software is subject to restrictions and controls imposed by the United States Export Administration Act (the "Act") and the regulations thereunder. You agree and certify that neither the Software nor any adaptation thereof is being or will be acquired, shipped, transferred or reexported, directly or indirectly, into any country prohibited by the Act and the regulations thereunder, nor will it be used for any purpose prohibited by the same.
This Agreement and Limited Warranty shall be construed, interpreted and governed by the laws of the State of Georgia, U.S.A. If any provision is found void, invalid or unenforceable, it will not affect the validity of the balance of this Agreement and Limited Warranty which shall remain valid and enforceable according to its terms. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein shall remain in full force and effect. This Agreement and Limited Warranty may only be modified in writing signed by you and a specifically authorized representative of SemWare. All rights not specifically granted in this Agreement are reserved by SemWare. You agree that this Agreement is the complete and exclusive statement of agreement between the parties which supersedes all proposals, oral or written, relating to the subject matter hereof.