EULA
EXPONAM Software License Agreement
PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU (HEREINAFTER “CUSTOMER”) ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE RESTRICTIONS IN SECTION 4, LIMITED WARRANTY IN SECTIONS 5 AND 6, LIMITATION OF LIABILITY IN SECTION 7, AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 15. CUSTOMER AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CUSTOMER. THIS AGREEMENT IS ENFORCEABLE AGAINST CUSTOMER. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE SOFTWARE.
Customer may have another written agreement directly with Exponam (e.g., a volume license agreement) that supplements or supersedes all or portions of this agreement. The Software is LICENSED, NOT SOLD, only in accordance with the terms of this agreement. Use of some Exponam and some non-Exponam materials and services included in or accessed through the Software may be subject to additional terms and conditions.
The Software may cause Customer’s Computer to AUTOMATICALLY CONNECT TO THE INTERNET. The Software may also require licensing or registration. Additional information on activation, Internet connectivity, and privacy is available in Sections 13 and 14.
1. Definitions.
1.1 “Exponam” means Exponam, LLC, a New Hampshire Limited Liability Corporation, 155 Fleet Street, Portsmouth NH 03801.
1.2 “Exponam Products(s)” means the Exponam.Connect Excel Add-in suite of products and the Exponam .BIG file and suite of products.
1.3 “Compatible Computer” means a Computer with the recommended operating system and hardware configuration as stated in the Documentation.
1.4 “Computer” means a virtual or physical device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, including without limitation desktop computers, laptops, tablets, mobile devices, telecommunication devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications.
1.5 “Customer” means you and any legal entity that obtained the Software and on whose behalf it is used; for example, and as applicable, your employer.
1.6 “Internal Network” means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations, and similar organizations.
1.7 “Output File” means an output file Customer creates with the Software.
1.8 “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by Exponam.
1.9 “Software” means (a) all of the information with which this agreement is provided, including but not limited to: (i) all software files and other computer information; (ii) any proprietary scripting logic embedded within exported file formats; (iii) sample and stock photographs, images, sounds, clip art and other artistic works bundled with Exponam software; (iv) related explanatory written materials and files (“Documentation”); and (b) any modified versions and copies of, and upgrades, updates, and additions to, such information, provided to Customer by Exponam at any time, to the extent not provided under separate terms (collectively, “Updates”).
2. Software License
2.1 License Grant. Subject to Customer’s continuous compliance with this Agreement and payment of the applicable license fees, Exponam grants Customer a non-exclusive and limited license to install and use the Software (a) in the territory or region where Customer obtains the Software from Exponam or Exponam’s authorized reseller or as otherwise stated in the Documentation (“Territory”), (b) during the term of such license (“License Term”), (c) within the scope of the License Type and on the Permitted Number of Customer’s Compatible Computers as specified in the Documentation, and (d) in a manner consistent with the terms of this Agreement and applicable Documentation. Unless otherwise defined in this Agreement, in the applicable Documentation, or at the time of purchase, License Term shall be perpetual. Upon the expiration or termination of the License Term, some or all of the Software may cease to operate without prior notice. Upon expiration or termination of the License Term, Customer may not use the Software unless Customer has renewed the license.
2.2 License Types.
2.2.1 Unpaid, Restricted Use. The Software, or portions of the Software, that are provided paid license may only be installed and used on any number of Compatible Computers as part of an organizational deployment plan during the License Term for demonstration, evaluation, and training purposes, and only if any Output Files or other materials produced through such use are used only for internal, non-commercial, and non-production purposes. THE UNPAID, RESTRICTED-USE SOFTWARE IS PROVIDED “AS-IS”. ACCESS TO AND USE OF ANY OUTPUT FILES CREATED WITH SUCH UNPAID SOFTWARE IS ENTIRELY AT CUSTOMER’S OWN RISK.
2.2.2 Evaluation Software. The Software, or portions of the Software, that are provided with a license designated for “evaluation purposes” or other similar designation may only be installed and used on Permitted Number of Compatible Computers during the License Term for demonstration, evaluation, and training purposes only, and only if any Output Files or other materials produced through such use are used only for internal, non-commercial, and non-production purposes. THE EVALUATION SOFTWARE IS PROVIDED “AS IS”. ACCESS TO AND USE OF ANY OUTPUT FILES CREATED WITH SUCH EVALUATION SOFTWARE IS ENTIRELY AT CUSTOMER’S OWN RISK.
2.2.3 Individual or Enterprise License Software. For the Software available on a subscription-basis (“Subscription Edition”), Customer may install and use the Subscription Edition only on the Permitted Number of Compatible Computer during the License Term. Subject to the Permitted Number of Computers for the Subscription Edition, Exponam may allow Customer to install and use the most recent prior version of the Subscription Edition and the current version of the Subscription Edition on the same Computer during the License Term. Customer agrees that Exponam may change the type of Software (such as specific components, versions, platforms, languages, etc.) included in the Subscription Edition at any time and shall not be liable to Customer whatsoever for such change. Ongoing access to a Subscription Edition requires: (a) a current license be updated on user system, (b) Exponam or its authorized reseller’s receipt of recurring subscription payments, and (c) Customer’s agreement to subscription terms and other additional terms and conditions that are available at the time of purchase. If Exponam does not receive the recurring subscription payment or cannot validate the license periodically, then the Software may revert to Unpaid, Restricted Use Software without additional notice until Exponam receives the payment or validates the license.
2.3 Portable or Home Computer Use. The primary user of the Computer on which the Software is installed under Section 2.1 (“Primary User”) may install a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided that the Software on the portable or home Computer is not used at the same time as the Software on the primary Computer.
2.4 Distribution from a Server. As permitted by the Documentation, Customer may copy an image of the Software onto a Computer file server within Customer’s Internal Network (“Server”) for the purpose of downloading and installing the Software onto Computers within the same Internal Network for use only as permitted by this Section 2.
2.5 Server Use.
2.5.1 As permitted in a separate purchasing document or Documentation and subject to license restrictions stated in this Agreement, Customer may install the Software on a Server only for the purpose of allowing an individual from a Computer within the same Internal Network (“Network User”) to access and use the Software. The Network User who has access to such Software on the Server is referred to as “Server Software User”. The total number of Server Software Users (not the concurrent number of users) may not exceed the Permitted Number.
2.5.2 Unless otherwise stated in a separate Customer agreement: For clarification and without limitation, the foregoing does not permit Customer to install or access (either directly or through commands, data, or instructions) the Software: (a) from or to a Computer not part of Customer’s Internal Network; (b) for enabling web hosted workgroups or web hosted services available to the public; (c) by any individual or entity to use, download, copy, or otherwise benefit from the functionality of the Software unless licensed to do so by Exponam; (d) as a component of a system, workflow or service accessible by more than the Permitted Number of users; or (e) for operations not initiated by an individual user (e.g., automated server processing).
2.6 Documentation Copies. Customer may make copies of the Documentation for its own internal use in connection with use of the Software in accordance with this agreement, but no more than the amount reasonably necessary.
3. Intellectual Property Ownership.
The Software and any authorized copies that Customer makes are the intellectual property of and are owned by Exponam LLC. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of Exponam LLC and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant Customer any intellectual property rights in the Software. All rights not expressly granted are reserved by Exponam LLC and its suppliers.
4. Restrictions and Requirements.
4.1 Proprietary Notices. Any permitted copy of the Software (including without limitation Documentation) that Customer makes must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 Use Obligations. Customer agrees that it will not use the Software other than as permitted by this agreement and that it will not use the Software in a manner inconsistent with its design or Documentation.
4.3 No Modifications. Except as expressly permitted, Customer may not modify, port, adapt, or translate the Software.
4.4 No Reverse Engineering. Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.
4.5 No Unbundling. The Software may include various applications and components, may support multiple platforms and languages, and may be provided to Customer on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to Customer as a single product to be used as a single product on Computers as permitted herein. Unless otherwise permitted in the Documentation, Customer is not required to install all component parts of the Software, but Customer may not unbundle the component parts of the Software for use on different Computers.
4.6 No Transfer. CUSTOMER WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER ITS RIGHTS IN THE SOFTWARE (INCLUDING WITHOUT LIMITATION, SOFTWARE OBTAINED THROUGH A WEB DOWNLOAD), OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN.
4.7 No Service Bureau. Customer will not use or offer the Software on a service bureau basis.
5. Limited Warranty.
Except as otherwise stated in a separate agreement between Exponam and a Software licensee, Exponam warrants to the individual or entity that first purchases a license for the Software for use pursuant to the terms of this agreement that the Software will perform substantially in accordance with the corresponding user manual for the Software for the shorter period of (a) the ninety (90) day period or (b) License Term following receipt of the Software (“Warranty Period”) when used on the Compatible Computer. Non-substantial variation of performance from the user manual does not establish a warranty right. This limited warranty does not apply to patches, Pre-release Software, trial, starter, evaluation, product sampler, Evaluation Software, and not-for-resale copies of the Software, or any software made available by Exponam for free via web download. All warranty claims must be made, along with proof of purchase, to the Exponam Customer Support Department within such Warranty Period. The entire liability of Exponam and its affiliates related to such warranty claim and Customer’s sole and exclusive remedy under any warranty will be limited to either, at Exponam’s option, support of the Software, replacement of the Software, or refund of the license fee Customer paid for the Software (if any). THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE ADDITIONAL RIGHTS UNDER LAW WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.
6. Disclaimer.
THE LIMITED WARRANTY IN SECTION 5 AND ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES AND EXCLUSIVE REMEDIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, EXPONAM, ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Sections 6 and Section 7 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this agreement.
7. Limitation of Liability.
EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY EXPONAM ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, EXPONAM, ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF AN EXPONAM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, EXPONAM’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
8. Export Rules.
Customer acknowledges that the Software is subject to the U.S. Export Administration Regulations (the “EAR”) and that Customer will comply with the EAR. Customer will not export or re-export the Software, directly or indirectly, to: (a) any countries that are subject to U.S. export restrictions, (b) any end user whom Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems, or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government.
9. Governing Law.
If Customer is a consumer who uses the Software for only personal non-business purposes, then this agreement will be governed by the laws of the jurisdiction which Customer purchased the license to use the Software. If Customer is not such a consumer, this agreement will be governed by and construed in accordance with the substantive laws in force in: (a) the State of New York, if a license to the Software is obtained when Customer is in the United States, Canada, or Mexico; (b) Japan, if a license is obtained when Customer is in Japan; (c) Singapore, if a license is obtained when Customer is in a member state of the Association of Southeast Asian Nations, Mainland China, Hong Kong S.A.R., Macau S.A.R., Taiwan, or the Republic of Korea; or (d) England and Wales, if a license is obtained when Customer is in any jurisdiction not described above.
10. General Provisions.
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement may only be modified in writing, signed by an authorized officer of Exponam. The English version of this agreement will be the version used when interpreting or construing this agreement. This is the entire agreement between Exponam and Customer relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.
11. Notice to U.S. Government End Users.
11.1 U.S. Government Licensing of Exponam Technology. Customer agrees that when licensing Exponam Software for acquisition by the U.S. Government, or any contractor therefore, Customer will license consistent with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227.7202-1 and 227.7202-4 (for the Department of Defense).
11.2 Commercial Items. For U.S. Government End Users, Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable.
12. Compliance with Licenses.
If Customer is a business, company, or organization, Customer agrees that Exponam or its authorized representative have the right, no more than once every twelve (12) months, upon seven (7) business days’ prior notice to Customer, to inspect Customer’s records, systems, and facilities to verify that its use of any and all Exponam software or service is in conformity with its valid licenses from Exponam.
13. Internet Connectivity and Privacy.
13.1 Automatic Connections to the Internet. The Software may cause Customer’s Computer, without notice, to automatically connect to the Internet and to communicate with an Exponam website or Exponam domain for purposes such as providing Customer with additional information, features, or functionality.
13.2 Use of Online Services. The Software may cause Customer’s Computer, without additional notice and on an intermittent or regular basis, to automatically connect to the Internet to facilitate Customer’s access to data and content that is provided by Customer Firm or third parties.
13.3 Whenever the Software makes an Internet connection and communicates with an Exponam website, whether automatically or due to explicit user request, the Privacy Policy shall apply.
13.4 Updating. The Software may cause Customer’s Computer, without additional notice, to automatically connect to the Internet (intermittently or on a regular basis) to (a) check for Updates that are available for download to and installation on the Computer and (b) notify Exponam of the results of installation attempts.
14. Peer-to-Peer Communications.
The Software may use Customer’s connection to a local area network, without additional notice, to automatically connect to other Exponam software and, in doing so, may indicate on the local area network that it is available for communication with other Exponam software. These connections may transmit the IP Address of Customer’s connection to the local network.
15. Specific Provisions and Exceptions.
This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, the terms stated in this section will supersede such other term or condition. See the full document for provisions related to EEA consumers, Australian consumers, and Apple App Store distribution.
The name of this Software, Exponam, Exponam.Connect, Exponam .BIG files, Exponam Explorer, Exponam Builder, and all related titles and logos are either registered trademarks or trademarks of Exponam, LLC in the United States and/or other countries. All other trademarks are the property of their respective owners.