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ROMRunner, Inc. Software License Agreement |
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This Agreement sets forth the terms and conditions for licensing of the
Software from ROMRunner, Inc. (ROMRunner) to you, and installing and using
the Software indicates that you have read and understand this Agreement
and accept its terms and conditions. Do not install and/or use the
Software until you have carefully read the following Agreement. The terms
and conditions also apply to any ROMRunner updates, supplements,
Internet-based services and support services for this Software. |
By using the Software, you accept these terms. If you do not
accept them, do not use the Software. |
Definitions |
Intranet or company intranet network or similar phrases used in this
Agreement are defined as a network of servers wholly contained within
the confines of one physical location of a company. If your company has
server networks in more than one physical location, please contact
ROMRunner for multi-location licensing. There is no restriction on the
number of handheld devices that can access the Software as a web site at
the one location (or at the separately licensed locations in the case of
multi-location licensing).
Software is defined as the programs with which this Agreement is included
and any other programs or tools that subsequently may be licensed from
ROMRunner by you, and any updates or maintenance releases thereto. |
1. LICENSES AND RESTRICTIONS |
Trial Versions If you obtained a trial version of the
Software, you are granted a limited non-exclusive license to use a copy of
the trial version of the Software only for the amount of time specified in
the Software or in the materials accompanying the Software: to place a
copy of a trial software on a company intranet network for use by
individuals who are your owners, employees or contractors.
Thereafter, you may purchase the right to use the appropriate full
version of the Software which license terms are specified below, by
contacting ROMRunner or a reseller or, if applicable, through the
purchase process in the trial version of the Software. BY YOUR USE OF
THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER
THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE
MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO
ACCESS AND/OR USE THE SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH
SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE.
Intranet License If you purchased a full license of the
Software, you are granted a limited non-exclusive license to place a copy
of the Software on a company intranet network for use by individuals who
are your owners, employees or contractors. Registration of the Software
with ROMRunner after the approximate amount of time specified in the
Software or in the materials accompanying the Software and in accordance
with ROMRunner's then-current privacy policies is required. |
2. COPYRIGHT |
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This Software is licensed, not sold. The Software in its entirety is
protected by the copyright laws. The Software also contains ROMRunner
trade secrets, and you may not decompile, reverse engineer, disassemble,
or otherwise reduce the Software to human-perceivable form or disable any
functionality which limits the use of the Software. You may not modify,
adapt, translate, rent or sublicense (including offering the Software to
third parties on an applications service provider or time-sharing basis),
assign, loan, resell, or distribute the Software, disk(s), or related
materials or create derivative works based upon the Software or any part
thereof. If your company is, or substantially all of its assets are,
acquired by or merged into another company or sole proprietorship, please
contact ROMRunner regarding transferring your license to the new company.
You may make one backup copy of the Software provided
your backup copy is not installed or used on any other company intranet
network. Any person that has valid access to your internal network may
copy and use the Documentation for your internal,
reference purposes. Other than the one backup copy and Documentation,
you may not copy or modify the Software in whole or part, or use trade
secret information contained in the Software, to develop software to
interface with the Software. |
3. LIMITED WARRANTY |
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ROMRunner warrants to the entity that first purchases a license for the
Software for use pursuant to the terms of this license that the Software
will perform substantially in accordance with the Documentation for the
ninety (90) day period following receipt of the Software when used on the
recommended operating system and hardware configuration. Non-substantial
variations of performance from the Documentation does not establish a
warranty right. This limited warranty does not apply to trial versions.
To make a warranty claim, you must return the Software to the location
where you obtained it along with proof of purchase within such ninety (90)
day period. If the Software does not perform substantially in accordance
with the Documentation, the entire liability of ROMRunner and your
exclusive remedy shall be limited to either, at ROMRunner’s option, the
replacement of the Software or the refund of the license fee you paid for
the Software. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU
SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM
JURISDICTION TO JURISDICTION. |
4. DISCLAIMER. |
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THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES FOR
ROMRUNNER’S BREACH OF WARRANTY. ROMRUNNER DOES NOT AND CANNOT WARRANT THE
PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE
FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION
OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR
LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ROMRUNNER MAKES NO
WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED,
WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER
MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The
provisions of Section 4 and Section 5 shall survive the termination of this
Agreement, howsoever caused, but this shall not imply or create any continued
right to Use the Software after termination of this Agreement. |
5. LIMITATION OF LIABILITY |
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IN NO EVENT WILL ROMRUNNER BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS
WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST
PROFITS OR LOST SAVINGS, EVEN IF A ROMRUNNER REPRESENTATIVE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM
BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE
EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ROMRUNNER’s
AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH
THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
Nothing contained in this Agreement limits ROMRunner’s liability to you in
the event of death or personal injury resulting from ROMRunner’s negligence
or for the tort of deceit (fraud). ROMRunner disclaims, excludes and/or
limits obligations, warranties and liability as provided in this Agreement,
but in no other respects and for no other purpose. |
6. EXPORT RULES |
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You agree that the Software will not be shipped, transferred or exported
into any country or used in any manner prohibited by the United States
Export Administration Act or any other export laws, restrictions or
regulations (collectively the "Export Laws"). In addition, if the Software
is identified as export controlled items under the Export Laws, you represent
and warrant that you are not a citizen, or otherwise located within, an
embargoed nation (including without limitation Iran, Iraq, Syria, Sudan,
Libya, Cuba, North Korea, and Serbia) and that you are not otherwise
prohibited under the Export Laws from receiving the Software. All rights
to Use the Software are granted on condition that such rights are forfeited
if you fail to comply with the terms of this Agreement. |
7. APPLICABLE LAW |
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If you acquired the software in the United States or Canada, Georgia state
law governs the interpretation of this agreement and applies to claims for
breach of it, regardless of conflict of laws principles. The courts of Cobb
County, Georgia, shall have non-exclusive jurisdiction over all disputes
relating to this Agreement. If you acquired the software in any country
other than the United States or Canada, the laws of that country apply.
This Agreement will not be governed by the conflict of law rules of any
jurisdiction or the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly excluded.
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8. SEVERABILITY |
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If any part of this Agreement is found void and unenforceable, it will not
affect the validity of the balance of this Agreement, which shall remain
valid and enforceable according to its terms. |
9. ENTIRE AGREEMENT |
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This is the entire agreement between ROMRunner and you relating to the
Software and it supersedes any prior representations, discussions,
undertakings, communications or advertising relating to the Software. |
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