IMPORTANT:
DO NOT DOWNLOAD OR USE THE SOFTWARE UNTIL
YOU HAVE READ AND AGREED TO THE TERMS OF
THIS LICENSE AGREEMENT. DOWNLOADING OR USING
THE SOFTWARE INDICATES YOUR ACCEPTANCE OF
THESE TERMS AND CONDITIONS.
Licensee
agrees, by its act of downloading the software
or its use of the Software, that Licensor's
grant to Licensee of the right to use and
possess this Software shall be subject to
the following terms and conditions.
1. Definitions
The
following definitions apply to this agreement:
(a)
"Licensor" is Skyview Internet,
the owner of all copyright and other proprietary
rights in and to the Software.
(b) "Licensee" means the individual
or the business entity that has purchased
this package and a license to use the Software
under the terms set forth in this License.;
"Licensee" includes those persons
in Licensee's immediate organization, such
as business associates, partners and employees,
who are authorized to use this copy on the
Computer pursuant to this Agreement.
(c) "Computer" is a single control
processing unit ("CPU") or multiple
CPU that runs an individual copy of an operating
system. Use on multiple CPU systems, Servers,
Networks, or emulations on mainframe or
minicomputers in excess of the Software
user number limits purchased from, and registered
with, Licensor(the "User Limits")
is not covered under this License and require
additional licenses available from Licensor
at additional cost.
(d) "Software" is the object-code
and byte-code computer programs contained
in the compact disk enclosed in the accompanying
sealed package.
(e) "Documentation" means the
published User Manual for the Software provided
with the Software.
(f) "License" means this License
Agreement.
(g) "Server" is a single Computer
that enables other CPUs electronically linked
to the Server to access data and software.
(h) "Network" is a group of CPUs
electronically linked to a Server and capable
of accessing data and software by means
of that Server.
2. License
Licensor
grants Licensee a non-transferable, nonexclusive
right to install and use one copy of the
Software on a single Computer or Server
at a single location in accordance with
the terms of this License and subject to
the User Limits. Licensee may change the
Computer or Server on which Licensee is
authorized to use the Software to another
Computer or Server within Licensee's immediate
organization only if the Software is no
longer used on the former Computer or Server.
Licensee owns only the magnetic or other
physical media on which the Software is
recorded or fixed Licensor retains ownership
of the Software recorded on the original
compact disk and all subsequent copies of
the Software, regardless of the form or
media in or on which the original and other
copies may subsequently exist This License
is not a sale of the Software or any copy
thereof. In the event Licensee violates
any of the provisions of this License, or
upon termination of this License, Licensee
agrees to return (or, at Licensor's direction,
destroy) the original and all existing copies
of the Software to Licensor after receiving
notice of Licensor's termination of this
License, and Licensor may immediately terminate
this License, at any time, by notice to
Licensee. Licensee agrees to comply with
the terms and conditions of this License
and agrees to take all necessary steps to
protect Licensee's Software from distribution,
theft or use contrary to the terms of this
License. Licensee agrees not to create derivative
works from the Software or disassemble,
decompile, or otherwise reverse engineer
the Software or use or attempt to obtain
any techniques, algorithms, processes, trade
secrets, or proprietary information contained
in the Software. Unless earlier terminated
by Licensor in accordance with this License,
this License shall be deemed effective from
the date Licensee receives the Software
and shall be valid only so long as Licensee
uses or possesses the Software.
3. Possession
and Copying
Licensee
agrees that the Software will only be displayed
on, or used on, the licensed Computer or
the licensed Server and linked Computers
allowed under the User Limits. Licensee
agrees to make no more than one (1) copy
of the Software for backup purposes only
and to keep the original and backup copies
in the possession or direct control of Licensee.
Any backup copy permitted hereunder shall
be a complete copy of the entire Software;
partial duplication or copying is not permitted.
Licensee agrees to place a label on the
outside of the physical media containing
the backup copy showing the program name
and Licensor's copyright and trademark notices,
in the same form as they appear on the original
compact disk furnished by Licensor. The
transfer of a copy to one hard disk shall
count as one backup copy.
4. Transfer
or Reproduction
Licensee
shall not rent, lease, transfer, network,
reproduce, display or otherwise distribute
the Software, except as specifically provided
in this License and subject to the User
Limits. Licensee may not transfer any copy
of the Software to another person or entity
outside Licensee's immediate organization,
on either a permanent or a temporary basis.
Licensee understands that unauthorized reproduction
of copies of the Software or unauthorized
transfer of any copy of the Software may
constitute a criminal offense and subject
Licensee to suit for damages, injunctive
relief, and attorney fees.
5. Patent/Copyright
Infringement
If,
as a result of any claim of infringement
against any patent, copyright, license or
other property right, Licensee is prohibited
from using the Software or any part of it,
or if the Software or any part of it becomes,
or Licensor believes it is likely to become,
the subject of a claim of infringement,
Licensor, at its option and expense, may
either (i) procure the right for Licensee
to continue to use the Software, (ii) replace
or modify the Software so as to make it
non-infringing, or (iii) discontinue the
License on one month's written notice and
refund any license fee paid by Licensee
for the Software. The foregoing does not
apply to any claim based in whole or in
part on Licensee's use of the Software in
conjunction with or as part of any other
software program, or in violation of this
Agreement, or on any modifications to the
Software not made by Licensor. Removal or
modification of Software copyright notices
by the Licensee, will be considered a violation
of this agreement. The foregoing states
the entire liability of Licensor with respect
to infringement of any copyrights, patents,
licenses or other property rights relating
to the Software.
6. Limited
Warranty and Disclaimer of Liability
Licensor
has no control over the conditions under
which Licensee uses the Software and does
not and cannot warrant the performance or
results that may be obtained by its use.
THERE ARE NO WARRANTIES OR REFUNDS, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE
OR NONINFRINGEMENT. In no event shall Licensor
be liable for any indirect, incidental,
consequential, special, or exemplary damages,
lost profits, or claims by third parties,
even if Licensor has been advised of the
possibility of such damages. Licensor shall
not be liable for any loss or damage. Licensee
shall indemnify and hold Licensor harmless
against any claims, causes of action, damages,
liabilities, or demands that stem from,
or are related to, Licensee's use of the
Software.
8. U.S.
Government Rights
If the
Software or Documentation is acquired by
or on behalf of the U.S. Government, it
is restricted computer software as defined
at FAR 52.227-19(a); or is commercial computer
software or commercial computer software
documentation as defined at DFARS 252.227-7014(a);and
is acquired subject to the terms of the
License and to the restrictions on use,
duplication and disclosure as set forth
in FAR 52.227-19(c)(1) and(2), DFARS 252.227-7202-3(a),
or FAR 12.212, as applicable.
9. General
Conditions
This
License shall be governed by, and construed
in accordance with, the substantive laws
of the Commonwealth of Ohio. The Licensee
irrevocably submits to jurisdiction in,
and agrees that any action brought by Licensee
arising out of this License shall be brought
in, the Circuit Court or Federal District
Court, as the case may be, in Hamilton,
Ohio. The delay or failure of either party
to enforce any of the provisions of this
license shall not be construed to be a waiver
of any right of that party. The termination
of this License shall not affect the provisions
of this License, which by their terms and
meaning are of a continuing nature. This
License sets forth the entire understanding
and agreement between Licensor and Licensee
with respect to its subject matter and merges
any and all prior oral or written communications,
advertising, discussions, proposals, purchase
orders, agreements, communications, and
representations between them. Neither of
the parties shall be bound by any conditions,
definitions, warranties or representations
with respect to any of the terms or conditions
in the Agreement other than as expressly
provided in this License. Licensor may modify
this License at any time, provided that
(i) Licensor provides Licensee with written
notice of such modification and (ii) the
modification(s) is made in good faith. If
any provision of this License shall be held
illegal, void, or unenforceable, the remaining
provisions shall remain in full force and
effect. Licensee may not assign or transfer
any of its rights or obligations hereunder
without the express written consent of Licensor.
The paragraph headings in this License are
for convenience only, form no part of this
Agreement, and do not affect its interpretation.