» version 1.0 - posted on 2004-11-04
1. Designation of Individual User. If you are a business organization, you must designate one owner, officer or employee in your organization to exercise the rights set forth in this EULA. The provisions of this EULA shall bind you and that designated person, jointly and severally.
2. Use of Software. Except as permitted pursuant to this EULA, you will not otherwise use or copy, translate, modify, adapt, decompile, disassemble or reverse-engineer the Software. You agree not to use the Software in violation of any law or other regulation. You agree to indemnify Spiral Graphics from and against any liability that Spiral Graphics may incur arising from your breach of this EULA or your use of the Software.
3. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED ON AN "AS IS, WITH ALL DEFECTS" BASIS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND CONDITIONS AGAINST HIDDEN DEFECTS ("VICES CACHS")), ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
4. Ownership. All patents, copyrights, trade secrets, service marks, trademarks, and other proprietary rights in or related to the Software are and will remain the exclusive property of Spiral Graphics or its licensors, whether or not specifically recognized or perfected under the laws of the country where the Software is located. You hereby assign and agree to assign any and all rights you may have or acquire in or to the Software to Spiral Graphics for no additional consideration. You will not take any action that jeopardizes Spiral Graphics' proprietary rights or acquire any rights in the Software, except the limited rights set forth in this EULA. Spiral Graphics or its designee will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or development thereof. At Spiral Graphics' request, you will execute or obtain the execution of any instrument that may be appropriate to assign these rights to Spiral Graphics or its designee. You may not remove, modify or alter any Spiral Graphics copyright or trademark notice from any part of the Software or other embodiments originally contained in or otherwise created by the Software.
5. Support. Spiral Graphics is not obligated to provide technical or other support for the Software. However, limited technical support ("Support Services") may be available. Spiral Graphics may use technical information you provide to Spiral Graphics for Spiral Graphics' product support, development, and other business purposes. Spiral Graphics will not utilize such technical information in a form that personally identifies you. Support Services may not be available in all countries. Spiral Graphics is not obligated to provide maintenance or updates for the Software.
6. Limitation of Damages. IN NO EVENT SHALL SPIRAL GRAPHICS, ITS LICENSORS OR SUPPLIERS OR ITS OR THEIR RELATED COMPANIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF YOU OR ANY OTHER PARTY ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, IN NO EVENT WILL SPIRAL GRAPHICS OR ITS SUPPLIERS BE LIABLE FOR DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE FOLLOWING FOR EACH RESPECTIVE BREACH OR SERIES OF RELATED BREACHES: (i) WITH RESPECT TO SOFTWARE, THE AMOUNT OF LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT GAVE RISE TO SUCH DAMAGES OR LOSSES; AND (ii) WITH RESPECT TO ANY SUPPORT OR OTHER SERVICES PROVIDED HEREUNDER, THE AMOUNT OF FEES PAID FOR THE SUPPORT OR SERVICES THAT GAVE RISE TO SUCH DAMAGES OR LOSSES.
7. Termination. In addition to any other rights or remedies it may have under applicable law, this EULA will be terminated if you fail to comply with its terms and conditions. In that event, you will destroy any and all copies of the Software and all of its component parts. You agree to promptly un-install and delete all copies of the Software in your possession and discontinue any further use of the Software. Sections relating to Spiral Graphics' limitation of damages will survive the termination of this Agreement.