End user license
agreement—Supertree® and Sensitivity®
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NOTICE TO END USER: BY DOWNLOADING THIS SOFTWARE, YOU ACCEPT ALL THE
TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and
conditions of this Agreement, do not download and install this software.
In return for acquiring a license to use SmartOrg’s Supertree or
Sensitivity decision support software (the "SmartOrg Software"), and for
acquiring the accompanying documentation, you ("End User") agree as follows:
License Grant. SmartOrg grants End User a non-exclusive,
non-transferable license: (a) to use the SmartOrg Software on any single
personal computer system located at End User's site, provided that such use is
not in conjunction with any multi-user, network, shared file or shared disk
multi-computer system unless such right has been specifically granted by
SmartOrg in writing; and (b) to copy the SmartOrg Software solely for the
purposes of installing it on End User's computer and for backup and archival
storage. End User agrees to reproduce the same copyright and other proprietary
notices appearing on the original SmartOrg Software on any copies. End User may
not transfer, sell or distribute copies of the SmartOrg Software to others. End
User may assign its rights under this Agreement to a third party provided the
third party agrees in writing to be bound by the terms of this Agreement and
End User transfers all copies of the SmartOrg Software and associated
documentation to the third party or destroys any copies not transferred.
No Other Rights. The SmartOrg Software is copyrighted by
SmartOrg and its suppliers and is proprietary to SmartOrg and its suppliers,
which retain ownership of the SmartOrg Software. The license granted above is
not a sale of the SmartOrg Software, and except as stated above, this Agreement
does not give End User any rights to patents, copyrights, trade secrets,
trademarks or any other rights or licenses with respect to the SmartOrg
Software and documentation. End User agrees to hold the SmartOrg Software and
documentation in confidence and to take reasonable steps to prevent
unauthorized copying or disclosure.
No Modifications or Reverse Compilation. END USER MAY NOT
MODIFY, TRANSLATE, DISASSEMBLE OR DECOMPILE THE SMARTORG SOFTWARE OR
DOCUMENTATION OR ANY COPY, IN WHOLE OR IN PART.
Limited Warranty. SmartOrg warrants only to End User (and not
to any transferee) that the disk on which the SmartOrg Software is recorded is
free of defects in materials and workmanship under normal use, and the SmartOrg
Software will perform substantially in accordance with the accompanying
documentation, for a period of ninety (90) days from the date of delivery to
End User. If the SmartOrg Software does not perform substantially in accordance
with the accompanying documentation, SmartOrg's entire liability and End User's
exclusive remedy shall be, at SmartOrg's option, either (a) to return to End
User the price paid for the SmartOrg Software or (b) to repair or replace the
SmartOrg Software at no charge, if it is returned to SmartOrg at the address
below along with proof of payment within ninety (90) days after End User
acquired it. If the defect or nonconformance has resulted from accident,
misuse, or misapplication of the SmartOrg Software, SmartOrg shall have no
obligation to refund End User's license fee or repair or replace the SmartOrg
Limit of Liability. IN NO EVENT SHALL SMARTORG OR ANYONE ELSE
INVOLVED IN THE CREATION, PRODUCTION, DELIVERY OR LICENSING OF THE SMARTORG
SOFTWARE BE LIABLE TO END USER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL,
DIRECT OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SMARTORG
SOFTWARE, EVEN IF SMARTORG OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION,
DELIVERY OR LICENSING OF THE SMARTORG SOFTWARE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SMARTORG'S LIABILITY FOR ANY
CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE
LICENSE FEE PAID BY END USER.
Government End Users. If the SmartOrg Software is acquired
directly or indirectly on behalf of a unit or agency of the United States
Government, this provision applies.
not warrant that the SmartOrg Software is error-free or will operate without
interruption. THE ABOVE WARRANTY IS THE ONLY WARRANTY OR REPRESENTATION OF ANY
KIND WITH RESPECT TO THE SMARTORG SOFTWARE AND ANY ASSOCIATED DOCUMENTATION
MADE BY SMARTORG OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION, DELIVERY
OR LICENSING OF THE SMARTORG SOFTWARE AND DOCUMENTATION. SMARTORG DISCLAIMS ALL
OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
IMPLIED WARRANTIES OF NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY WITH RESPECT TO THE SMARTORG SOFTWARE AND ANY ASSOCIATED
Support. Purchase of the Professional Version entitles you
civilian agencies: The SmartOrg Software (1) was developed at private expense;
is existing computer software and no part of it was developed with government
funds; (2) is a trade secret of SmartOrg for all purposes of the Freedom of
Information Act; (3) is "restricted computer software" submitted with
restricted rights in accordance with subparagraphs (a) through (d) of the
Commercial Computer Software--Restricted Rights clause at 52.227-19 of the
Federal Acquisition Regulations ("FAR") and its successors and as expressly
stated in SmartOrg's standard commercial agreement incorporated into the
contract or purchase order between SmartOrg and the government entity; (4) in
all respects is proprietary data of SmartOrg; and (5) is unpublished and all
rights are reserved under the copyright laws of the United States.
||(b) For units
of the Department of Defense "(DoD)": The SmartOrg Software is licensed only
with "Restricted Rights" as that term is defined in the DoD Supplement to the
FAR, clause 52.227-7013(c)(1)(ii), Rights in Technical Data and Computer
Software and its successors, and use, duplication or disclosure is subject to
the restrictions set forth therein. SmartOrg, 855 Oak Grove Avenue, Suite 202,
Menlo Park, CA 94025.
Choice of Law. This Agreement will be governed by the laws of
the state of California as applied to transactions taking place wholly within
California between California residents.
Term. End User may terminate this Agreement and the license
it grants at any time by destroying the SmartOrg Software and documentation and
all copies or by returning them to SmartOrg. SmartOrg has the right to
terminate this Agreement and the license it grants immediately if End User
fails to comply with any term or condition of this Agreement. End User agrees
that upon any such termination by SmartOrg, End User will destroy the SmartOrg
Software and documentation and all copies.
Integration. This is the entire agreement between SmartOrg
and End User which supersedes any prior agreement, whether written or oral, and
any other communications between SmartOrg and End User relating to the subject
matter of this Agreement. This Agreement may be modified only by a written
document signed by SmartOrg and End User.
Communications. If you have any questions about this
Agreement, or if you desire to contact SmartOrg for any reason, please write or
fax: SmartOrg, 855 Oak Grove Avenue, Suite 202, Menlo Park, California 94025.
Telephone: 650-470-0188. Fax: 650-328-1612.
support and service. SmartOrg provides customer support and service, including
upgrades and exchanges. End Users are eligible to obtain licenses for new
versions of the SmartOrg Software if and when the are introduced, at special
upgrade or exchange prices. SmartOrg has no obligation to enhance or upgrade
the SmartOrg Software or to provide such enhancements or upgrades to End User.