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Adg Eula

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0% found this document useful (0 votes)
7 views

Adg Eula

Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as RTF, PDF, TXT or read online on Scribd
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END-USER LICENSE AGREEMENT FOR ACCESSDATA SOFTWARE

IMPORTANT—READ CAREFULLY

This End-User License Agreement (“EULA”) is a legal agreement between End User (“Licensee”) (either an
individual or a single legal or juridical entity) and AccessData Group, Inc. (“AccessData”) for the AccessData
software that accompanies this EULA, which includes associated media, AccessData Internet based services
(“Software”), and, any training materials and programs (“Program”) that accompany the Software. An
amendment or addendum to this EULA may accompany the Software. LICENSEE AGREES TO BE BOUND
BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF
LICENSEE DOES NOT AGREE, DOES NOT INSTALL, COPY, OR USE THE SOFTWARE; LICENSEE MAY
RETURN IT TO LICENSEE’S PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE.

THIS SOFTWARE LICENSE ("EULA") ALLOWS THE LICENSEE TO USE THE SOFTWARE MEDIA
("MEDIA") AND ACCOMPANYING USER DOCUMENTATION ("DOCUMENTATION") CONTAINED IN
THIS PACKAGE. THIS EULA BETWEEN LICENSEE AND ACCESSDATA, INCLUDING ITS
SUCCESSORS OR ASSIGNS (REFERRED TO COLLECTIVELY AS "LICENSOR"), SUPERSEDES ANY
PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

LICENSE GRANT. Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive license to use the
Media, including the research and investigation Software contained therein, or downloaded or received via a
network if no Media is provided, in object-code only form and Documentation, only as authorized in this EULA.
If Licensee has purchased a Single-User License, Licensee may install and use the Software on up to four (4)
machines for processing use only and should be limited to use by one (1) Licensee. If Licensee has purchased a
Multi-User License, Licensee may install the software on the number of computers Licensee chooses for Licensee
organization’s use and allow use of the Software subject and pursuant to the number of concurrent user licenses
Licensee has purchased. Licensee is prohibited from sharing the Software with a third party who is not subject
to the terms of this EULA. If this product does not contain license manager technology, then Licensee may
install the Software on the number of computers and allow use of the Software according to the number of users
for which Licensee or Licensee’s organization is licensed. Licensee may install or use the Software on a
distributed or multi-user computer system, such as a local area or wide area network, or multi-user accessible
computer, subject and pursuant to the number of concurrent user licenses Licensee has purchased. Except as
specifically provided above for use in a network environment, a license for the Software may not be shared or
used concurrently. Licensee may not permit any device to use the Software or the Software’s user interface
unless the device has a separate license for the Software.

The Software may be used only on computers owned, leased, or otherwise controlled by Licensee; or, in the event
of the inoperability of those systems, on a backup system selected by Licensee. Licensee agrees that Licensee
will not assign, sublicense, transfer, pledge, lease, rent, or share Licensee’s rights under this EULA. Any
purported assignment of any rights hereunder shall be void. Upon loading the Software into Licensee’s system,
Licensee may retain the media for backup purposes. In addition, Licensee may make one copy of the Software
on a second set of media solely for the purpose of backup in the event that the original media is damaged or
destroyed. Any such copy of the Software shall be subject to all terms and conditions of this EULA and shall
include Licensor’s copyright and other proprietary notices. Except as authorized under this paragraph, no copies
of the Software or any portions thereof may be made by Licensee or any person under Licensee’s authority or
control.

Should Licensee download or otherwise receive a digital copy of the Software and/or documentation, and then be
provided with the Software and/or documentation in tangible media form, Licensee acknowledges that use of the
Software and documentation is still subject to the conditions of this EULA.

ADG.EULA.2019
CONSOLIDATION OF LICENSES. Consolidation of multiple single-user licenses, multiple multi-user
licenses, or a combination of both under one consolidated multi-user license may be possible under certain
circumstances and in Licensor’s sole discretion. Consolidated licenses are subject to the restrictions on multi-user
licenses contained herein. If the serial number of any single-user or multi-user Software is covered by or merged
into a new consolidated license, then Licensee’s rights to use that single-user or multi-user Software under this
EULA is replaced, terminated, and superseded by Licensee’s rights to use the consolidated Software. Licensee
then no longer has the right to use any single-user or multi-user Software having a serial number covered by the
consolidated license.

AUTHORIZED USERS. The Software may be used by all employees of Licensee’s organization at facilities
governed by Licensee. Licensee will use commercially reasonable efforts to restrict network or any other access
to the Software by anyone outside of Licensee’s organization who is not authorized to use the Software. If
Licensee is an educational institution, the Software may only be used by Licensee’s enrolled students, faculty,
teaching assistants and administrators on Licensee institution’s computers. Temporary employees, contractors,
and consultants of Licensee’s organization who work on-site at Licensee’s facility may also use the Software so
long as such temporary employees, contractors and consultants or their computers are included in the total
number of licenses purchased by Licensee. Any copies of the Software used by temporary employees,
contractors and consultants must be removed from such individual's computers once they cease working at
Licensee’s facilities.

LICENSE GRANT FOR DOCUMENTATION. The documentation that accompanies the Software is licensed
for internal, non-commercial, reference purposes only. The documentation shall not be copied or published
without prior written approval of Licensor. Applicable copyright laws protect the Software and the Program(s)
offered therewith in their entirety. The Program also contains company trade secrets, and you may not decompile,
reverse engineer, disassemble, or otherwise reduce the Program to human-perceivable form or disable any
functionality that limits the use of the Program. You may not modify, adapt, translate, rent, sublicense, assign,
loan, resell for profit, distribute, or network the Program, disk, or related materials or create derivative works
based upon the Program. You may not publicly display the Program or provide technical training or
instruction for monetary compensation or other consideration in any form. All Software and Program
Licenses granted hereunder will be automatically terminated if you the prohibited actions within this paragraph
are taken.

LICENSOR’S RIGHTS. Licensee acknowledges and agrees that the Software consists of proprietary,
published and unpublished property of Licensor, protected under United States copyright law and trade secret
laws, international treaties and conventions, and other national and international laws of general applicability
respecting intellectual property rights. Licensee further acknowledges and agrees that all right, title, interest, and
other intellectual property rights in and to the Software are and shall remain with Licensor. This EULA does not
convey to Licensee an interest in or to the Software, but only a limited right of use revocable in accordance with
the terms of this EULA. The Software is licensed, not sold, and the use of the word “purchase” with respect to
licenses granted herein refers to license fees for such use. This EULA does not grant Licensee any rights to
trademarks or service marks of AccessData. AccessData reserves all rights not expressly granted to Licensee in
this EULA.

LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. Licensee


may not reverse engineer, decompile, or disassemble the Software or create any derivative work based on the
Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding
this limitation.

NO RENTAL/COMMERCIAL HOSTING. Licensee may not rent, lease, lend, or provide commercial hosting
services with the Software or use the Software in a service bureau capacity.
ADG.EULA.2019
PRE-PRODUCTION SOFTWARE. As an accommodation to Licensee, Licensor may supply Licensee with or
allow access to pre-production releases of the Software (which may be labeled "Alpha" or "Beta" or otherwise
identified as pre-production versions). Pre-production releases of the Software are provided “AS-IS”; are not
covered by any warranty, express or implied; and are not intended for production use. Pre-production releases of
the Software are provided without additional charge for demonstration and trial use purposes only and may expire
automatically at the end of a pre-determined trial period or upon notice from Licensor.

LICENSE FEES. The license fees paid by Licensee are paid in consideration of the licenses granted under this
EULA.

SOFTWARE INSTALLATION. It shall be Licensee’s sole responsibility to install and make operational the
Software on Licensee’s system. In the event Licensee needs installation assistance, such services may be
available from Licensor at an additional cost to Licensee.

TERM. This EULA is effective upon Licensee’s breaking of any of the seals on the package containing the
Software or by the download, installation or use of the Software, and shall continue until terminated as provided
herein or by operation of law. Licensee may terminate this EULA at any time by returning the entire Software,
including the Media, Software and Documentation, and other paraphernalia and all copies thereof and extracts
therefrom, to Licensor and by erasing all copies of the software that may be located on any systems owned or
controlled by Licensee or upon which Licensee know a copy of the Software has been placed. Licensor may
terminate this EULA upon the breach by Licensee of any term hereof. Upon such termination by Licensor,
Licensee agrees to immediately return to Licensor the entire Software, including the Media, Software and
Documentation, and all copies thereof and extracts therefrom, and to erase all copies of the Software that may be
located on any systems owned or controlled by Licensee or upon which Licensee know a copy of the Software
has been placed.

EXPORT RESTRICTIONS. Licensee acknowledges that the Software is subject to the export control laws and
regulations of the United States of America and other countries. Licensee agree to comply with all applicable
national and international laws that apply to the Software, including the U.S. Export Administration Regulations,
as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

LIMITED WARRANTY. Licensor warrants, for Licensee’s benefit alone, that the Media in which the Software
is embedded shall, for a period of sixty (60) days from the date of Licensee’s purchase of the Software (referred to
as the "Warranty Period"), be free from defects in material and workmanship. Licensor further warrants, for
Licensee’s benefit alone, that during the Warranty Period the software shall operate substantially in accordance
with the Documentation. If, during the Warranty Period, a defect in the Software media or Software appears,
Licensee may return the Software to Licensor personally or by mail to: AccessData, 588 South 400 West, Suite
350, Lindon, Utah 84042, with written instructions for replacement.

EXCLUSIVE REMEDY. LICENSEE AGREE THAT THE FOREGOING CONSTITUTES LICENSEE’S


SOLE AND EXCLUSIVE REMEDY FOR BREACH BY LICENSOR OF ANY WARRANTIES MADE
UNDER THIS EULA. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE MEDIA,
SOFTWARE, AND DOCUMENTATION ARE LICENSED "AS-IS," AND LICENSOR DISCLAIMS ANY
AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY. LICENSOR’S CUMULATIVE LIABILITY TO LICENSEE OR ANY


OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR
ACTIONS ARISING OUT OF OR RELATING TO THIS EULA OR THE USE OF THE SOFTWARE

ADG.EULA.2019
SHALL BE LIMITED TO REPLACEMENT OF THE SOFTWARE AND, IN ANY EVENT, SHALL NOT
EXCEED THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE PRORATED
ON A MONTHLY BASIS OVER A PERIOD OF THREE (3) YEARS FROM THE EFFECTIVE DATE OF
THE EULA. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS OR ANY SIMILAR
CLAIMS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INFRINGEMENT INDEMNITY. Licensor shall indemnify and defend Licensee from and against third party
claims against Licensee that the Software infringes or misappropriates any patent, trademark, trade secret,
copyright or other proprietary right of such third party, provided that Licensee give Licensor: (i) written notice
of any such claim, action or demand within ten (10) business days of Licensee’s knowledge thereof; (ii) control of
the defense and settlement thereof; and (iii) reasonable assistance in such defense or settlement (for which
Licensor will pay reasonable out-of-pocket expenses). If any Software becomes or, in Licensor’s opinion, is
likely to become the subject of any injunction preventing use as contemplated herein, Licensor may, at its option,
(a) procure for Licensee the right to continue using such Software, (b) replace or modify such Software so that it
becomes non-infringing without substantially compromising its functionality, or, if (a) and (b) are not reasonably
available to Licensor, then (c) terminate Licensee’s license to the allegedly infringing Software and refund a
portion of the License Fees prorated on a monthly basis over a period of three (3) years from the effective date of
the EULA.

The foregoing obligation of Licensor does not apply with respect to (1) any products not supplied by Licensor, (2)
Software which is modified after delivery by Licensor, if the alleged infringement relates to such modification,
(3) Software combined with other products, processes or materials where the alleged infringement relates to such
combination, (4) Software where Licensee continues the allegedly infringing activity after being notified thereof
or after being informed of modifications that would have avoided the alleged infringement, or (5) any information
or data stored by Licensee, and in each case, Licensee shall defend and indemnify Licensor from and against such
claims subject to the same conditions noted above. THE FOREGOING STATES THE ENTIRE LIABILITY OF
LICENSOR WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR
OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PART THEREOF OR BY
THEIR OPERATION.

CONFIDENTIALITY. By virtue of this EULA, the parties may have access to information that is confidential
to one another ("Confidential Information"). Confidential Information includes, without limitation, the Software,
Documentation, the terms and pricing under this Agreement and all information clearly identified as confidential
or reasonably deemed to be confidential based on the circumstances and industry practices.

A party's Confidential Information shall not include information that (a) is or becomes a part of the public domain
through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure
and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully
disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by
the other party.

The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement
and thereafter. The parties agree, unless required by law, not to make each other's Confidential Information
available in any form to any third party for any purpose other than the implementation of this Agreement. Each
party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by
its employees or agents in violation of the terms of this Agreement. Each party agrees that remedies at law may
not be adequate to protect the rights of the other party under this Section and that a non-breaching party may seek
injunctive or other equitable relief to enforce such rights. This Agreement in and of itself shall be considered the
Confidential Information of each Party and shall be subject to the obligations, terms, and conditions described
herein. Notwithstanding the foregoing, the parties agree that AccessData may disclose to third parties, only for

ADG.EULA.2019
AccessData's internal business development and marketing efforts, the fact that End User has retained or licensed
certain of AccessData's services or products.

INDEMNIFICATION. Licensee accepts full legal responsibility for all research and investigations performed
through Licensee’s use of the Software. Licensee agrees to hold harmless and indemnify Licensor for any and all
demands, claims, legal action and damages, including all attorney’s fees and costs, against Licensor, which arise
out of Licensee’s use of the Software. In any legal action regarding the indemnification contained the EULA, the
prevailing party shall be entitled to recover from the non-prevailing party all of its attorney’s fees and costs.

GOVERNING LAW. This EULA shall be construed and governed in accordance with the laws of the State of
Utah without regard to provisions relating to conflicts of laws. Any dispute arising out of or with respect to this
EULA between Licensee and Licensor shall be solely adjudicated by the competent Federal or State court situated
in Salt Lake City, Utah. Licensee and Licensor consent to the venue and jurisdiction of such court for purposes
of any such dispute. Each Party hereby waives any right to a jury trial in any dispute between them. The Parties
agree that the United Nations convention on the international sale of goods shall not apply to this EULA.
Licensee agrees to abide by the terms of any international, national, or local laws and regulations that apply to
Licensee’s use of the Software including, without limitation, laws respecting data privacy and individually
identifiable information.

SEVERABILITY. Should any court of competent jurisdiction declare any term of this EULA void or
unenforceable, such declaration shall have no effect on the remaining terms hereof.

NO WAIVER. The failure of either Licensee or Licensor to enforce any rights granted hereunder or to take
action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as
to subsequent enforcement of rights or subsequent actions in the event of future breach.

ENTIRE AGREEMENT. This EULA contains the entire understanding of the parties relating to the subject
matter contained herein and supersedes all prior agreements and understandings, written or oral, relating to the
subject matter hereof. This EULA may not be modified or amended except by written agreement signed by both
parties.

© 2020 AccessData Group, Inc. All Rights Reserved.

ADG.EULA.2019

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