This is a legal contract between you, as an individual or business entity, and MachSol, Inc. and its affiliates ("MachSol").
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE CONTINUING TO USE OUR SOFTWARE. IF YOU REJECT THIS PRIVACY POLICY AND END USER LICENSE AGREEMENT YOU SHOULD NOT TRY TO DOWNLOAD MACHSOL'S PROPRIETARY SOFTWARE (the "Software") OR OBTAIN A LICENSE KEY OF SOFTWARE OR USE THE SOFTWARE.
DEFINITIONS
Licensee shall mean and include Licensee's divisions and departments within Licensee's organization at the licensed locations, but shall not include wholly or partially owned subsidiaries, affiliates, or independent third parties.
1. LICENSE
1.1. LICENSE GRANT
MachSol hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this End User License Agreement, a non-exclusive and nontransferable license to use the "Software" as set forth in this Agreement.
1.2. SCOPE OF USE
You may use one copy of the Software activated by a license key on a single server (virtual or physical) owned, leased, or otherwise controlled by you, at a single time. If you have multiple license keys for the Software, you may make and use as many copies of the Software as you have license keys. For purposes of this Agreement, “use” of the software means loading the Software into the temporary or permanent memory of a computer. Installation of the Software on a network server solely for distribution to other computers is not “use” of the Software, and is permitted, as long as you have a license key for each server (virtual or physical) to which the Software is distributed. The Software may not be used on or distributed to a greater number of computers than you have license keys. If you use or distribute the Software to multiple users, you must ensure that the number of users does not exceed the number of license keys you have obtained, or you will be in breach of this Agreement.
1.3 COPIES AND MODIFICATIONS
You may not reverse engineer, de compile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control.
1.4 LICENSE ASSIGNMENT RIGHT
You will not Rent, sublicense, lease or lend the software without the express permission of the copyright holder as prohibited under the United States Software Rental Amendments Act of 1990 (Public Law 101-650).
2. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
You will not Rent, sublicense, lease or lend the software without the express permission of the copyright holder as prohibited under the United States Software Rental Amendments Act of 1990 (Public Law 101-650).
2.1. USAGE REPORTING, LICENSE VIOLATION AND REMEDIES
MachSol reserves the right to gather data on key usage including license key numbers, server IP addresses, customer counts and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this End-User License Agreement. MachSol expressly prohibits simultaneous, multiple installations of our licensed products and customer count overrides without prior written approval. Any unauthorized use shall be considered by MachSol to be a violation of the End-User License Agreement. MachSol reserves the right to remedy violations immediately upon discovery, by charging the then current list price of unauthorized keys to the credit card used to make the original, authorized purchase, or by any other means necessary. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this agreement. Any blocking of data required for compliance under this agreement is considered to be violation of this agreement and will result in immediate termination of this Agreement.
2.2. AUTOMATIC LICENSE UPDATE AND EXPIRATION
Your license may include an expiration date that can result in the termination of the license. For permanent (non-lease) license keys, the license updates automatically except if MachSol determines that a license is used in violation of the terms of this Agreement. If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify MachSol of such occurrence. A replacement license will be issued to you and the suspect license will be allowed to expire. For lease licenses, your monthly payment for each month must be processed prior to the expiration date in order for the license updates to be performed. For your convenience MachSol provides license expiration warnings in the product interface should there be any issues that would cause the product license to eventually expire. It is your responsibility to contact MachSol regarding any potential expiration that you deem inappropriate. MachSol is not liable e for any damages or costs incurred in connection with the expiring licenses.
2.3. CONFIDENTIALITY
You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Software, Documentation, or any license key to any third party. You will use your best efforts to cooperate with and assist MachSol in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
3. LICENSE FEES
The Software will be available to you for use upon your receipt of one or more license keys. Upon acceptance of this Agreement, you may obtain one or more license keys by paying the requisite license fees, using the procedure set forth on MachSol’s web site. The license fees paid by you are paid in consideration of the license granted under this Agreement. MachSol does not refund license fees after 30 days of money back period from date of purchase. By accepting this agreement you fully understand that after 30 day money back period you will have no recourse for receiving a refund of any part of the license fee paid to MachSol.
The license rights granted under this EULA are temporary, limited to a finite number of "Software" launch days. Use of the "Software" after such finite launch days will require input of the license key and its subsequent activation from activation server.
4. TERMINATION OF AGREEMENT
In the event of a default by the Licensee or the Licensee's agent or representative, of any provision of this Agreement, MachSol may terminate this Agreement upon thirty (30) days written notice. Upon termination of the Agreement, the Licensee shall either destroy all licensed copies of "Software", and all backups, or return them to MachSol. This obligation shall survive the termination of this Agreement. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein.
5. ENHANCEMENTS AND SUPPORT
MachSol shall have the sole discretion to determine the update fee or charge. Use of all such updates and enhancements by Licensee shall be subject to the terms and conditions of this Agreement. This EULA applies to single licensed copy of "Software". For further purchase of licenses for more than one copy, Licensee is required to observe applicable terms and agreement mentioned herein explicitly.
6. LIMITATION OF WARRANTIES
LICENSEE ACCEPTS "Software" "AS IS" "WITH ALL FAULTS", AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
MachSol accepts no responsibility for the operation or performance of the templates. The entire risk of use and consequences of use of "Software" falls completely on the Licensee and MachSol shall not be liable in any respect for any claims loss or injury alleged to have resulted from use of or in reliance on MachSol. In this respect, Licensee shall completely indemnify and defend for any such claim, loss or injury as provided below.
Licensee acknowledges that it has read the foregoing disclaimers of warranty and limitation of liability and understands that Licensee assumes the entire risk of use of MachSol. Licensee also agrees that "Software" purchase is final and no refund is issue afterward.
7. INDEMNIFICATION
Licensee shall indemnify and defend against any and all claims, including claims by third parties or employees of Licensee, which arise directly or indirectly out of Licensee's use or operation of "Software".
MachSol shall not be liable for any incidental or consequential damages suffered by Licensee through the use of "Software", whether or not such damages were disclosed to, or reasonably foreseen.
8. PROPRIETARY INFORMATION
Protection of Proprietary Information: Licensee agrees to keep in confidence and not disclose to others all knowledge, information and data furnished to Licensee by MachSol. The Licensee agrees not to use, nor reproduce for use in any way, any proprietary information of MachSol. The Licensee agrees to protect the proprietary information of MachSol with the same standard of care and procedures used to protect its own proprietary information of similar importance but at all times using at least a reasonable degree of care.
9. NON-COMPETE AGREEMENT
This License Agreement shall also serve as a Non-Compete Agreement. This Agreement is made effective as of the acceptance date of this agreement, by and between "MachSol" and The Licensee.
In this Agreement, the party who is requesting the non-competition from the other party shall be referred to as "MachSol", and the party who is agreeing not to compete shall be referred to as "Licensee". By accepting this agreement, the licensee has access to and possession of confidential information that is proprietary to MachSol Company or product names referenced hereby may be the trademark or registered trademark of their respective companies and owners.
10. UNITED STATES GOVERNMENT RESTRICTED RIGHTS
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.