We own intellectual property rights to the content on the Reports, Presentations, Documentations, Software Products, Service their designs, structures, and compilations (sometimes known as "look and feel"). All Downloadable Reports, Presentations, Documentations and other contents are properties of SoftAlley, Inc., and are subject to the Copyrights Laws. All the Design patterns, or Technical Processes are patent pending in US., and other countries, and are protected under United States's, and other countries' Patent Laws. No parts of such contents may be reproduced, recompiled, integrated with other applications, or used for any uses without prior permission obtained from SoftAlley, Inc.
READ THIS END USER LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING OR OBTAINING ANY DOCUMENT, REPORTS, PRESENTATIONS, DESIGN PATTERNS, PROCESS MAPS, OR INSTALLING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
Upon acceptance, the following shall govern your use of the Software except to the extent all or any portion of the Software (a) is subject to a separate written agreement, (b) includes a separate "click-on" license agreement as part of the download or installation process, or (c) is provided by a third party under the terms set forth in an addenda at the end of this Agreement, in which case the terms of such addenda shall control over inconsistent terms with regard to such portion(s).
License Grant. The Software is the property of SoftAlley Inc. or its licensors and is protected by copyright and other laws. While SoftAlley continues to own the Software, SoftAlley hereby grants to Customer a limited, non-transferable, non-exclusive, license to use the number of Permitted Instances set forth in the Ordering Document, in machine-readable, object code form and solely for Customer's internal business use. The Processes, and Design Patterns are the properties of SoftAlley Inc. or its licensors and are protected by copyright and other laws. While SoftAlley continues to own these documents, SoftAlley hereby grants to Customer a limited, non-transferable, non-exclusive, license to use the number of Permitted Instances set forth in the Ordering Document, solely for Customer's internal business use.
Restrictions. Customer agrees not to (a) make more copies than the number of Permitted Instances plus a reasonable number of backups; (b) provide access to the Software to anyone other than employees, contractors, or consultants of Customer; (c) sublicense, transfer, assign, distribute to any third party, pledge, lease, rent, or commercially share the Software or any of Customer's rights under this Agreement; (d) use the Software for purposes of providing a service bureau, including, without limitation, providing third-party hosting, or third-party application integration or application service provider-type services, or any similar services; (e) use the Software in connection with ultra hazardous activities, or any activity for which failure of the Software might result in death or serious bodily injury to Customer or a third party; or (f) directly or indirectly, in whole or in part, modify, translate, reverse engineer, decrypt, decompose, re-compile disassemble, make error corrections to, create derivative works based on, or otherwise attempt to discover the source code or underlying ideas, processes, or algorithms of the Software.
Beta and Evaluation Licenses. Notwithstanding the foregoing, if the Software is being provided for demonstration, beta testing, or evaluation purposes, then Customer agrees (a) to use the Software solely for such purposes, (b) that the Software will not be used or deployed in a production environment, and (c) that such use shall automatically terminate upon the earlier of thirty days from the date Customer receives the right to install the Software, or Customer's receipt of notice of termination from SoftAlley.
Additional Licenses. If Customer desires to increase the number of Permitted Instances, Customer may request the same by submission of an additional Ordering Document and upon acceptance by SoftAlley, Customer shall be permitted to deploy such additional Permitted Instances, all of which shall otherwise be subject to the terms of this Agreement.
Downloadable Documents. All the downloadable documents, design patterns, presentations, reports, and processes are the properties of SoftAlley Inc., and are protected under US. Copyright laws, and are subject to the terms of this Agreement. SoftAlley offers you a wide variety of online products and services, including general and personalized content, Report, Presentations, communication tools and forums, and online and downloadable applications (the "Service") on the following terms. By using the Service in any way you are agreeing to comply with these terms, which we may update without notice and encourage you to check out here at any time. You must be at least 18 years old and competent to enter into a contract to use the Service. Unless we expressly note otherwise, these terms incorporate and supersede any other terms associated with the files and applications available on the domains www.SoftAlley.com,www.InfoRender.com, www.KnowledgeSpace.co.uk , their sub-domains, and any international counterparts and sub-domains, as well as affiliated domains and sub-domains operated by SoftAlley, Inc. ("Knowledge Space", "SoftAlley", "we", or "us").
Technical Support. Provided Customer has paid applicable support fees (not included with Software fees unless separately listed), SoftAlley shall provide support for generally available SoftAlley Software on an annual basis commencing on the Purchase Date, as follows ("Support"): Customer shall designate as technical support contacts that number of Customer's employees as are permitted under the level of Support purchased (contacts are changeable upon 48-hours prior written notice to SoftAlley). Each contact may contact SoftAlley for problem resolution during SoftAlley's published support hours corresponding to the level of Support fees paid.
Upon notice from a contact of a Software problem which can be reproduced at a SoftAlley support facility or via remote access to Customer's facility, SoftAlley shall use reasonable efforts to correct or circumvent the problem according to its published support objectives. SoftAlley reserves the right to make changes only to the most currently available version. SoftAlley will use reasonable efforts to support the previously released version of the Software for a maximum of nine months. Software may be transferred to another site or operating system only upon written notice to SoftAlley and subject to SoftAlley's transfer policies and fees then in effect. Software may be transferred without notice or additional cost from one machine to another at the same site if the second machine runs the same operating system software and otherwise there is no increase in the Permitted Instances.
SoftAlley shall have no obligation to support the Software (i) for use on any computer system running other than the operating system software for which the Software is approved (as set forth in the Software documentation) and licensed hereunder, or (ii) if Customer has modified the Software in breach of this Agreement. SoftAlley shall have no obligation to modify any version of the Software to run with any new versions of any operating system, or any other third party software or hardware. If Customer purchases Support for any Software, Customer must purchase the same level of Support for all copies of the Software for which it is licensed.
Support may be extended for one year periods on the anniversary of each Purchase Date at the standard amounts set forth in its price list, for as long as SoftAlley offers Support. Customer may reinstate lapsed support for any then currently supported Software by paying all Support fees in arrears and any applicable reinstatement fee. Upgrades, patches, enhancements, bug fixes, new versions and/or new releases of the Software provided from time to time under Support shall be used only as replacements to existing Permitted Instances, and shall not be deemed to increase that number, and use thereof shall be governed by the terms of this Agreement, except for the first paragraph of the Limited Warranty and any right of return or refund.
Consulting Services. Customer may request additional services ("Services") either in an Ordering Document, or by a separate mutually executed work order, statement of work or other work-request document incorporating this Agreement (each, a "Work Order"). Unless otherwise expressly agreed to in a Work Order, all Services and any work product there from shall be (a) performed on a time and materials basis, plus meals, lodging, travel, and other expenses reasonably incurred in connection therewith, (b) deemed accepted upon delivery, and (c) exclusively owned by SoftAlley (except for confidential information of Customer identified to SoftAlley in the Ordering Document), including all right, title and intellectual property or other right or interest therein. Each Work Order is intended to constitute an independent and distinct agreement of the parties, notwithstanding that each shall be construed to incorporate all applicable provisions of this Agreement. Fees for Services shall be due and payable in United States dollars net30 from the date of SoftAlley's invoice.
Limited Warranty. If Customer obtained the Software directly from SoftAlley, then SoftAlley warrants that for a period of thirty (30) days from the Purchase Date: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software will substantially conform to its published specifications. This limited warranty extends only to the original Customer hereunder. Customer's sole and exclusive remedy and the entire liability of SoftAlley and its suppliers under this limited warranty will be, at SoftAlley's option, repair, replacement, or refund of the Software and applicable Support fees, in which event this Agreement shall terminate upon payment thereof.
This warranty does not apply to any Software which (a) is licensed for beta, evaluation, testing or demonstration purposes for which SoftAlley does not receive a license fee, (b) has been altered or modified, except by SoftAlley, (c) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by SoftAlley, (d) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (e) is used in violation of any other term of this Agreement. Customer agrees to pay SoftAlley for any Support or Services provided by SoftAlley related to a breach of the foregoing on a time, materials, travel, lodging and other reasonable expenses basis. If Customer obtained the Software from a SoftAlley reseller or distributor, the terms of any warranty shall be as provided by such reseller or distributor, and SoftAlley provides Customer no warranty with respect to such Software.
EXCEPT AS SPECIFIED IN THIS LIMITED WARRANTY, THE SOFTWARE, SUPPORT AND SERVICES ARE PROVIDED "AS IS", ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. NO WARRANTY IS MADE REGARDING THE RESULTS OF ANY SOFTWARE, SUPPORT OR SERVICES OR THAT THE SOFTWARE WILL OPERATE WITHOUT ERRORS, PROBLEMS OR INTERRUPTIONS, OR THAT ERRORS OR BUGS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE'S FUNCTIONALITY OR SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. NO SoftAlley DEALER, DISTRIBUTOR, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY.
Limitation of Liability. IN NO EVENT WILL SoftAlley BE LIABLE FOR ANY CHILDREN'S EMOTIONAL ENDANGERMENT, CHILDREN'S WELFARE, CHILDREN'S EDUCATION, CHILDREN'S HABITS, CHILDREN'S PSYCHOLOGICAL CONDITIONS,ANY EMOTIONAL RISKS TO MINORS, CHILDREN'S ACT OF CRIMES, LOST DATA, LOST REVENUE, LOST PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY SIMILAR TYPE DAMAGES ARISING OUT OF THIS AGREEMENT, THE USE OR THE INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF ANY SUPPORT OR SERVICES, EVEN IF SoftAlley HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL SoftAlley'S LIABILITY TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING ACTIVE OR PASSIVE NEGLIGENCE), BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE, EXCEED THE PRICE PAID BY CUSTOMER UNDER THE APPLICABLE ORDERING DOCUMENT.
IN NO EVENT SHALL SoftAlley'S LIABILITY FOR ANY CHILDREN'S ENDANGERMENT DUE TO THE USE OF ITS PRODUCTS. OUR PRODUCTS SHOULD NOT BE USED SOLELY TO PROVIDE THE FAMILY SUPERVISION SYSTEM FOR CHILDREN ON THE WEB. PARENTS SHOULD ONLY USE THESE PRODUCTS AS ADDITIONAL INSTRUMENTS TO PROTECT THEIR CHILDREN FROM CRIMES, CHILD PORNOGRAPHY, OR OTHER HAZARDOUS CONTENTS AND ELECTRONIC COMMUNICATIONS ON THE INTERNET.
THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED REMEDY OR LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER.
Confidentiality. Aspects of the Software, Support and Services, including the specific design, process and structure thereof, constitute trade secrets and/or copyrighted material of SoftAlley and Customer agrees not to disclose, provide, or otherwise make available the same in any form to any third party. Customer agrees to implement reasonable security measures to protect trade secrets and copyrighted material and to affix to all copies of Software or other confidential or trade secret information, appropriate SoftAlley copyright, confidentiality, and proprietary notices.
Export. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and agrees to obtain all necessary licenses to export, re-export, or import Software.
Government Use. If the Customer is an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies. The Software is commercial computer software and commercial computer software documentation. Use of the Software and related documentation by the Government is further restricted in accordance with the terms of this Agreement, and any modification thereto.
Interoperability. To the extent required by law, at Customer's request, SoftAlley shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of SoftAlley's applicable fee. Customer agrees to observe strict obligations of confidentiality with respect to such information.
Acceptance; Integration. An Ordering Document shall be deemed accepted only by issuance of a SoftAlley invoice and solely for purposes of administrative convenience. None of the terms of the Ordering Document (other than the Software product name, number of Permitted Instances, level of Support, description of Services, and fees due in connection therewith), shall apply for any reason or purpose whatsoever, regardless of any statement on any Ordering Document to the contrary, unless countersigned by SoftAlley. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software, Support and Services, and supersedes all proposals, oral or written, and all other representations, statements, negotiations and undertakings relating to the subject matter hereof. All future orders of Software, Support or Services by Customer from SoftAlley shall be deemed to occur under the terms of this Agreement (with or without reference to this Agreement), unless expressly superseded by a signed written Agreement between the parties.
Term and Termination. Customer may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from SoftAlley if Customer fails to comply with any of its provisions if not cured within fifteen days of such failure, or and, upon such termination, Customer must cease using and return or destroy all copies of the Software. Customer's obligation to pay accrued charges and fees as well as the sections entitled "Confidentiality", "Limited Warranty" and "Limitation of Liability" shall survive any such termination.
Authority. You hereby represent and warrant that you have full power and authority to accept the terms of this Agreement on behalf of Customer, and that Customer agrees to be bound by this Agreement.
General. Fees on the Ordering Document (all to be paid on the latter of thirty days from Invoice by SoftAlley or the date set forth in the Ordering Document) do not include sales, use, withholding, value-added or similar taxes, and Customer agrees to pay the same, excluding there from taxes related to SoftAlley's income and corporate franchise tax. Customer agree to pay all reasonable costs incurred (including reasonable attorneys' fees) in collecting past due amounts under this Agreement. No delay in the performance of any obligation by either party, excepting all obligations to make payment, shall constitute a breach of this Agreement to the extent caused by force majored. Customer hereby grants SoftAlley and its independent auditors the right to audit Customer's compliance with this Agreement. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. The state and/or federal courts in New York, shall have exclusive jurisdiction of any action arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is excluded from application hereto. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
Definitions. In connection with this Agreement, the following capitalized terms shall have the following meaning: "Agreement" means this End User License Agreement; "Customer" means the original purchaser or licensee of the Software and any permitted successors and assigns; "Development" means used for software development purposes only; "Fab" means unlimited use for shop-floor manufacturing applications at a Site; "Workstation" shall mean a single end-user computer that is generally intended to be accessed by one person at a time; "Ordering Document" means any purchase order or similar document or agreement requesting Software, Support or Services; "Permitted Instance(s)" means the number of copies of Software running on a Server Instance, Workstation, User, or Development basis, on a designated Platform, as set forth in an Ordering Document, including, without limitation, Site and Fab licensing; "Platform" means the operating system set forth in an Ordering Document; "Purchase Date" means the date of the Ordering Document; "Server Instance" means a 1-4 CPU computer (unless otherwise specified in the Ordering Document) performing common services for multiple Desktop machines; "Site" means an unlimited number of Permitted Instances at a specific physical address set forth in the Ordering Document (or, in the absence of any address, at Customer's corporate headquarters); "Software" means the software products listed in an Ordering Document (except as provided in the second paragraph hereof), in whole and in part, along with their associated documentation; "We", "Us", and "SoftAlley" means SoftAlley, Inc.; and "User" means the number of named users with access to the Software.