Square 9 Softworks, Inc.
Square 9, GlobalSearch, GlobalAction, GlobalForms and GlobalCapture are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All products are licensed, not sold.
This End User License Agreement (“EULA”) is a legal agreement by and between you (either an individual or a single entity) (herein referred to as “Licensee”) and Square 9 Softworks, Inc., a Connecticut registered corporation with its principal place of business in New Haven, Connecticut and its suppliers (herein referred to as “Licensor”) with regard to the copyrighted software products listed above (herein referred to as the “Software”) provided with this EULA. The Software includes computer software, the associated media, any printed materials, and any online or electronic documentation accompanying the Software. Use of the Software provided to you by Licensor in whatever form or media, will constitute your acceptance of the terms of this EULA. If Licensee does not agree with the terms of this EULA, do not download, install, copy or use the Software. By installing, copying or otherwise using the Software, Licensee agrees to be bound by the terms of this EULA.
MODIFICATION OF THESE TERMS
Licensor reserves the right, at its sole discretion, to change or otherwise modify this EULA at any time and in any manner without notice to Licensee.
PLEASE CHECK THE SITE AND THIS EULA FROM TIME TO TIME FOR ANY CHANGES OR AMENDMENTS. LICENSEE SHALL BE DEEMED TO HAVE ACCEPTED SUCH CHANGES BY CONTINUING TO USE THE SOFTWARE AFTER SUCH CHANGES HAVE BEEN POSTED.
1. LICENSE GRANT.
Upon payment in full of all applicable license fees, including all recurring subscription fees, Licensor hereby grants to Licensee a personal, non-transferable and non-exclusive right to use the Software provided with this EULA. Licensee agrees and acknowledges that any Software provided pursuant to a recurring license fee shall be used solely in conjunction with the accompanying software device, method, scheme or other security measure provided by Licensor which prevents unauthorized access to and use of the Software. Licensee agrees that it will not copy the Software except as necessary to use it on a single computer. Licensee agrees that it will not copy the written materials accompanying the Software and it will not modify, translate, rent, copy, transfer or assign all or part of the Software, or any rights granted hereunder, to any other person or entity; nor shall it remove any proprietary notice, label or mark from the Software. Licensee hereby agrees it will not create derivative software products based on the Software. Licensor reserves the right to terminate or suspend the license granted herein upon Licensee’s failure to make payment of any fee within 60 days of the payment due date. Reinstatement of any license subject to suspension or termination for non-payment is subject to a TWO HUNDRED AND FIFTY DOLLAR ($250.00) fee.
2. ELIGIBLE LICENSEES.
The Software is available for use solely by Licensee. Licensee hereby agrees to refrain from copying, distributing, licensing, or sub-licensing the Software. DO NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE UNLESS YOU ARE THE LICENSEE. This EULA terminates automatically if the Software is transferred to third parties. Any such third party must immediately erase the Software and all copies thereof; and must destroy all written documentation accompanying the Software. In case of such a transfer of the Software, Licensee shall immediately notify Licensor and its suppliers of the name and address of the transferee.
3. DEMONSTRATION SOFTWARE.
In the event that Licensee has received the Software free of charge as a DEMO-Version, Licensee may use of the Software for demonstration and test purposes only.
Any other or further use of the Software, including but not limited to use for production purposes or use within Licensee´s normal course of business is strictly prohibited and is a breach of this EULA.
Licensee hereby agrees not to loan, rent, or lease the Software without the expressed written permission of Licensor.
If the Software is an upgrade from an earlier release or previously released version, Licensee may use that upgraded product only in accordance with this EULA. If the Software is an upgrade of a software program which Licensee licensed as a single product, the Software may be used only as part of that single product package and may not be separated for use on more than one computer.
6. REVERSE ENGINEERING.
Licensee hereby agrees that it will not attempt, and will use its best efforts to prevent its employees, agents, and contractors from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. Any such attempt will result in the automatic termination of this EULA and the reversion of the rights granted hereunder to Licensor.
Licensee hereby acknowledges that at all times, Licensor retains title to the intellectual property in the Software and that this EULA is not meant to and does not transfer title to the intellectual property in the Software to Licensee; nor does it transfer title to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Software or the accompanying printed materials, and any copies thereof. Further, Licensee hereby acknowledges that title and full ownership rights to the Software remain the exclusive property of Licensor. Licensee acknowledges that all copies of the Software contain the same proprietary notices as contained in or on the Software. The Software and related materials are protected by copyright laws of the United States of America and international treaty provisions.
8. EXPORT CONTROL.
Licensee agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software in violation of any such restrictions, laws or regulations, or without all necessary approvals.
9. U.S. GOVERNMENT END USERS.
With respect to all acquisitions of the Software by or for the Federal government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the Federal government; by accepting delivery of the Software, the government hereby agrees that the Software qualifies as “commercial” computer software within the meaning of the acquisition regulation(s) applicable to the procurement. The terms and conditions of this Agreement shall pertain to the government’s use and disclosure of the Software and shall supersede any conflicting contractual terms or conditions. If this Agreement fails to meet the government’s needs or is inconsistent in any respect with Federal law, the government agrees to return the Software, unused, to Licensor. With respect to acquisitions governed by DFARS Subpart 227.4 (October 1988): “Restricted Rights-Use, duplication, and disclosure by the 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 (Oct. 1988).”
10. LICENSEE OUTSIDE THE U.S.
If Licensee is located outside the U.S., then: (i) Les parties aux présentés confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattaché, soient redigés en langue anglaise. (Translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”) and (ii) Licensee is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use the Software, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.
11. DISCLAIMER OF WARRANTY.
THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE
RELATED DOCUMENTATION) IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR AND ITS RESELLERS MAKE NO EXPRESS OR IMPLIED WARRANTIES AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE. LICENSOR AND ITS RESELLERS DISCLAIM ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR AND ITS RESELLERS ARE NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE.
12. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR’S AND ITS RESELLERS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.
13. INDEMNIFICATION BY LICENSEE.
Licensee hereby agrees that the distribution of the Software is a violation of this Agreement. Licensee hereby agrees to indemnify, hold harmless and defend Licensor and its resellers from and against any claims or lawsuits, including attorney’s fees that arise or result from the use or distribution by Licensee of the Software in violation of this Agreement.
a. Entire Agreement: This EULA constitutes the entire agreement between Licensor and Licensee concerning the use by Licensee of the Software.
b. Governing Law: This EULA is a Connecticut contract and shall be governed by the laws of the State of Connecticut, United States of America, excluding its conflict of law provisions. All disputes relating to this EULA (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in New Haven, Connecticut, under the auspices of a single arbitrator pursuant to the commercial arbitration rules of the American Arbitration Association then in effect, with the losing party paying all costs of arbitration. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
c. Unenforceable Provisions: If any provision in this Agreement shall be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified only to the extent
necessary to render it enforceable without losing its intent, or shall be severed from this EULA if no such modification is possible. All other provisions of this EULA shall remain in full force and effect.
d. Controlling Language: The controlling language of this EULA is English. The Licensee agrees to bear any and all costs of interpreters if necessary. If Licensee has received a translation into another language, it has been provided for Licensee’s convenience only.
e. No Waiver: A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
f. Enforcement after Termination: The provisions of this EULA that require or provide for performance after the expiration or termination of this EULA shall be enforceable notwithstanding such expiration or termination.
g. No Assignment: Licensee may not assign or otherwise transfer by operation of law or otherwise this EULA or any rights or obligations herein except to an acquirer of Licensee’s business in the case of a merger or the sale of all or substantially all of Licensee’s assets to such acquirer. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
h. Independent Contractors: The relationship between Licensor and Licensee is that of independent contractors and neither Licensee nor its agents shall have any authority to bind Licensor in any way.
i. Licensee’s Name: Licensor may use Licensee’s name in any customer reference list or in any press release issued by Licensor regarding the licensing of the Software.
16. OEM PRODUCT SUPPORT.
Product support for the Software is provided by Licensor. For product support, contact Licensor at the address provided in the documentation accompanying the Software.
Copyright © 2018 Square 9 Softworks, Inc. All rights reserved. Square 9 and the Square 9 Softworks logo are trademarks or registered trademarks of Square 9 Softworks, Inc. in the United States and other countries.
Square 9 Softworks, Inc.
127 Church Street
New Haven, CT 06510