IMPORTANTE: A versão em português do “License Agreement” fornecida abaixo do texto em inglês é somente para referência. Em concordando com os termos e condições da versão em português do “License Agreement” você esta concordando com a versão em ingles.
Software License Agreement
IMPORTANT: BEFORE INSTALLING THE PACKAGE CONTAINING THE SOFTWARE, CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, PROMPTLY RETURN THE PACKAGE UNUSED. INSTALLING THE PACKAGE INDICATES THAT YOU HAVE ACCEPTED THESE TERMS AND CONDITIONS.
1. GRANT OF LICENSE:
EdgeSmart Inc. (“ZIM”) hereby grants to you, the licensee, a limited, non-exclusive, non-transferable license to use the Software in accordance with the terms and conditions of this License Agreement. The Software consists of (a) the computer programs and related data in the form delivered to you with this License Agreement (the “Programs”) and any updates or error corrections thereto and (b) the online manual and related printed documentation (the “Documentation”). The Programs are delivered on one or more magnetic disks or CD-ROMs (the “Media”).
This License Agreement is effective from the day you open the sealed Software package, and continues until terminated. You may terminate this License Agreement at any time by destroying the Software together with all copies in any form. ZIM may terminate this License Agreement if you fail to comply with any of its terms or conditions. You agree upon such termination to destroy the Software together with all copies in any form.
3. PROPRIETARY RIGHTS:
You acknowledge that the Software is the exclusive property of ZIM and/or its licensors, and that title and full ownership rights to the Software furnished under this License Agreement remain with ZIM and/or its licensors. By accepting this license, you do not become the owner of the Software, but you do have the right to use the Software as specified in this License Agreement.
4. USE OF THE SOFTWARE:
Unless you have obtained a LAN license from ZIM, you may use the Software on any computer, provided that it is used only on one computer at any one time and that the Programs are stored on the hard disk(s) of only one computer at any one time. You may not transfer the Software from one computer to another over a network or by other means of electronic communications. If you wish to use the Software on more than one computer at one time, you must either license another copy of the Software, or obtain a LAN license from ZIM. If you have obtained a LAN license, you may use the Software concurrently on the number of computers specified in your LAN license. You may make (2) copies of the Software for backup or archival purposes. You agree not to modify, obscure, or delete any notices of ZIM’s proprietary rights included in or on the Programs, Documentation, or Media, and you agree to include all such notices on any copies which you make. Unless otherwise expressly permitted, you agree not to use the software in connection with any online service, such as but not limited to any dial-up, remote access, interactive, Internet-based or other on-line service or World Wide Web site supported by one or more servers, from which you may receive compensation from subscription fees, advertising or other sources.
You acknowledge and agree that the Software constitutes confidential information of, and is trade secret to, ZIM. You agree not to disclose the Software to any of your agents, independent contractors or consultants, or any of their employees, without the prior written consent of ZIM. You will take all reasonable steps to protect the Software from unauthorized reproduction, publication, disclosure or distribution. You may not use the Software to process the data of any third party. You may not modify the Software or merge the Software into any other computer programs or software. Except to the minimum extent permitted by law, you may not reverse engineer, reverse assemble or reverse compile the Software in whole or in part.
6. LIMITED WARRANTY:
ZIM warrants the enclosed Media and Documentation (the “Materials”) to be free from defects in materials or workmanship, in normal use and service, for a period of ninety (90) days from the date of delivery. If a defect in the Materials should appear during this ninety (90) day period, as ZIM’s sole obligation and your sole remedy, you may return the Materials to ZIM (or its authorized distributor from whom you obtained the Materials) for replacement without charge. If ZIM or such distributor is unable to satisfactorily replace the defective Materials you are entitled to receive a full refund of the license fee paid upon return of the Software. If the defect in the Materials has resulted from accident, abuse, or misapplication of the Materials, then neither ZIM nor its distributor shall have any responsibility to replace the Materials or refund the license fee paid under the terms of this limited warranty.
ZIM further warrants that the Programs will operate substantially in conformance with the Documentation for a period of ninety (90) days from the date of delivery of the Media (the “Warranty Period”). As ZIM’s sole obligation and your sole remedy under this limited warranty, ZIM (or its authorized distributor from whom you obtained the Materials) shall either (i) use commercially reasonably efforts to make corrections to the Programs if they do not function in accordance with the Documentation, provided you have given ZIM written notice of non-conforming Programs during the Warranty Period, or (ii) at ZIM’s option, refund the license fee upon return of the Software.
ZIM does not warrant that the contents of the Documentation or the operation of the Programs will be error free, or that ZIM will correct all Program errors, or that the Software will meet your requirements. All updates of and error corrections to the Software are provided “AS IS” without any warranty of any kind.
THESE LIMITED WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. EXCEPT FOR THE WARRANTIES DESCRIBED HEREIN, ZIM MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND IN RESPECT OF THE SOFTWARE OR THE MEDIA, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY:
NEITHER ZIM NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY AMOUNT IN EXCESS OF THE LICENSE FEE PAID BY YOU, FOR ANY DAMAGES RESULTING FROM THE USE OR PERFORMANCE OF THE SOFTWARE OR THE MEDIA OR ARISING OUT OF ANY BREACH OF ANY WARRANTY. IN NO EVENT SHALL ZIM BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSS TO EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, INCREASED EXPENSES OF OPERATION, COST OF CAPITAL, OR THE CLAIMS OF THIRD PARTIES, HOWSOEVER CAUSED, EVEN IF ZIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of indirect, incidental or consequential damages, so the above limitations may not apply to you.
8. MAINTENANCE AND SUPPORT:
You may purchase maintenance and support of the Software on an annual basis at ZIM’s then current rates. Maintenance and support includes telephone support, correction of defects in the Software and the Documentation and updates. Updates are provided as part of new releases of the Software.
9. GOVERNING LAW:
This License Agreement is to be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, and all federal laws applicable therein, excluding principles of conflict of laws. You agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this License Agreement nor to any dispute or transaction arising out of this License Agreement. You agree to comply with the export laws and regulations of Canada, which place restrictions on the export and re-export of certain products and technologies, including software. You may not export the Software or the Media to countries designated by such export laws and regulations as prohibited destinations. By using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country.
You agree that this License Agreement is the complete and exclusive statement of the agreement between ZIM and you and that it supersedes any proposed or prior agreement, oral or written, and any other communications of the parties relating to the subject matter hereof, including any purchase order in respect of the Software. This License Agreement may be modified or supplemented only by a document signed by both ZIM and you. If any provision of this License Agreement shall be declared invalid or unenforceable, such provision shall be deemed to be deleted, and it shall not affect any other provision of this License Agreement. Any attempt to assign, transfer or sublicense your rights under this License Agreement, without the prior written consent of ZIM, shall be void and of no effect. The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. GOVERNMENT is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and its successors [DoD procurements] or in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 and its successors [civilian agency procurements] or in subparagraphs (a) and (b) of the Restricted Rights Notice in Alternative III of the Rights in Data General clause at FAR 52.227-14 and its successors [civilian agency procurements]. Contractor/manufacturer is Zim Databases Canada Inc., 150 Isabella Street, Suite 150 Ottawa, Ontario K1S 1V7, Canada.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.