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End-User License Of Data And Program
This legal document is an agreement between you, the end user, and [name] (Licensor). BY USING THE ENCLOSED DISC(S), YOU AGREE TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE DATA AND SPECIAL REPORT LICENSE AND THE DISCLAIMER OF LIABILITY. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND LICENSOR.
1. Grant of License. In consideration of the price you paid for the Data and Special Report provided hereby, Licensor grants you, as Licensee, the right to use the Data and Special Report contained on the disc(s) for your internal use only and for no other purpose. Licensor reserves all rights not granted to you.
2. Ownership of Data and Special Report. As Licensee, you own the magnetic or other physical media on which the Data and Special Report are recorded, but Licensor retains title and ownership of the Data and Special Report.
3. Copy Restrictions. The Data and Special Report are proprietary to and are copyrighted by Licensor. Unauthorized copying of the Data and Special Report, including modifications of the Data and Special Report or the creation of programs in which the Data and Special Report have been merged or included with other data products, for distribution to third parties, whether gratuitously or for sale, is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to comply with the terms of this License.
4. Use Restrictions. You may physically transfer the Data and Special Report from one computer to another provided that the Data and Special Report are used on only one computer at a time. You may not electronically transfer the Data and Special Report from one computer to another over a network. You may not distribute copies of the Data and Special Report to third parties except for your own internal purposes. You may not create derivative works based upon the Data and Special Program without Licensor's consent.
5. Transfer Restrictions. The Data and Special Report are licensed only to you, Licensee, and may not be transferred to anyone without Licensor's prior written consent. Any authorized transfer of the Data and Special Report shall be subject to the provisions of this Agreement. In no event, may you transfer, assign, rent, lease, sell, or otherwise dispose of the Data and Special Report on a permanent or temporary basis except as expressly provided herein.
6. Grant of License. In consideration of payment of the License fee, which is part of the price you paid for [product name], Licensor grants you, as Licensee, a nonexclusive right to use and display a copy of the [product name] software program (the Software) on a single computer (i.e., with a single central processing unit (CPU)) at a single location. If the single computer on which you use the Software is a multi-user system, this License covers all users on that single system. Licensor reserves all rights not granted to you.
7. Ownership of Software. As Licensee, you own the magnetic or other physical media on which the Software is presently recorded or may be, recorded or fixed in the future, but Licensor retains title and ownership of the Software recorded on the original disk copies and all subsequent copies of the Software, regardless of the form or media in which the original or subsequent copies may exist. This License does not constitute the sale of the original Software or any copy thereof.
8. Copy Restrictions. The Software and the accompanying manual are copyrighted by Licensor. Unauthorized copying of the Software, including modifications of the Software or programs in which the Software has been merged or included with other software products is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to comply with the terms of this License. Subject to these restrictions, you may make one copy of the Software, solely for backup purposes. You must reproduce and include the copyright notice on the backup copy.
9. Use Restrictions. You may physically transfer the Software from one computer to another provided that the Software is used on only one computer at a time. You may not electronically transfer the Software from one computer to another over a network. You may not distribute copies of the Software or the accompanying manual to others. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Software without Licensor's consent. You may not modify, adapt, translate, or create derivative works based on the accompanying manual without Licensor's prior written consent.
10. Transfer Restrictions. The Software is licensed only to you, Licensee, and may not be transferred to anyone without Licensor's prior written consent. Any authorized transfer of the Software shall be subject to the provisions of this Agreement. In no event, may you transfer, assign, rent, lease, self, or otherwise dispose of the Software on a permanent or temporary basis except as expressly provided herein.
11. Termination. The licenses granted by this Agreement are effective until terminated. The licenses will automatically terminate without notice from Licensor if you fail to comply with any provision of this Agreement. Upon termination of the licenses, you must destroy the accompanying manual and all copies of the Software, including modified copies, together with all copies of the Data and Special Report, including modified copies thereof.
12. Update Policy. Licensor may create, from time to time, an updated version of the Software, the Data and Special Report, and/or the accompanying manual. These updated versions will be automatically shipped to current users of the Software on an approval basis. Upon your payment of the update fee, this Agreement and the licenses therein contained will be applicable to such updated version.
13. No modification of this Contract will be effective unless it is in writing and is signed by both parties. Time is of the essence of this contract. This Contract binds and benefits both the Buyer and Seller and any successors. This document, including any attachments, is the entire agreement between the Buyer and Seller.
14. Amendments of this agreement shall be by mutual consent of the parties only in writing.
15. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
16. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
17. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
18. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
19. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
20. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
21. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
22. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
23. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
24. Governing Law. This Agreement is governed by the laws of [state].
DISCLAIMER OF WARRANTY AND LIMITED WARRANTY
THE DATA, SPECIAL REPORT, SOFTWARE, AND ACCOMPANYING MANUAL ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE DATA, SPECIAL REPORT, SOFTWARE, OR THE ACCOMPANYING MANUAL IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY LICENSOR, LICENSOR'S AGENTS, DISTRIBUTORS, OR EMPLOYEES SHALL CREATE A WARRANTY, AND YOU MAY NOT RELY UPON SUCH ADVICE OR INFORMATION.
Licensor warrants to you that the disks on which the Software is recorded are free from defects in materials and workmanship under normal use and service for a period of [number] [months; years] from the date of delivery. Further, the implied warranties on the discs are limited the aforesaid [number]-[months; years] period. Some states do not allow limitations on the duration of implied warranties, so this limitation may not apply to you.
Licensor's entire liability and your exclusive remedy as to the discs shall be, at Licensor's option, either (1) return of the purchase price or (2) replacement of the disk or disks that do not meet Licensor's warranty that are returned to Licensor at [address]. If failure of the disk or discs has resulted from accident, abuse, or misapplication, Licensor shall have no responsibility to replace the disc or discs or to refund the purchase price. Any replacement disc shall be warranted for the remainder of the original warranty period or [number] [days; months], whichever is longer.
NEITHER LICENSOR NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE DATA, SPECIAL REPORT, SOFTWARE, OR THE ACCOMPANYING MANUAL SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THE USE OR INABILITY TO USE THE DATA AND SPECIAL REPORT EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, AND, THUS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
This disclaimer of warranty and limited warranty is governed by the laws of [state].
If you have any questions about this Agreement, or if you wish to contact Licensor for any reason, please write to Licensor at [address].
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____