SCIENTIFIC TOOLWORKS, INC.
SOFTWARE LICENSE AGREEMENT
Software Product(s): Understand
IMPORTANT. READ CAREFULLY: This License Agreement (“AGREEMENT”) is a legal agreement
between you (“you”) as the end user (either an individual, firm or entity), and Scientific Toolworks, Inc.
(“SciTools”). This AGREEMENT covers the SciTools software product(s) identified above, which
includes “online” or electronic documentation and may include computer software and associated media
and printed materials (collectively, the “SOFTWARE PRODUCT” or “SOFTWARE”). By installing,
downloading, copying, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound
by the terms of this AGREEMENT. If you do not agree to the terms of this AGREEMENT, you are not
authorized to download, install, or otherwise use any of the SOFTWARE PRODUCT. This is a legal
agreement enforceable by laws of the State of New Hampshire, the United States of America and other
countries. Be sure to read this entire AGREEMENT before downloading, installing, or otherwise using the
SOFTWARE.
The SOFTWARE PRODUCT is licensed, not sold, on the following terms and conditions:
1.
GRANT OF LICENSE.
a.
General License Grant. Pursuant to a purchase order for the SOFTWARE (“Purchase
Order”), and subject to payment of all applicable license fees and other charges, SciTools grants you a
limited, non-transferable (except as set forth herein), non-exclusive license to use the SOFTWARE
PRODUCT for your own internal business functions in accordance with the terms, conditions, and
restrictions of this AGREEMENT.
b.
License Options. Your license to use the software shall be a single developer license
(“SDL”), a floating license (“Floating License”), or a node-lock license (“Node License”), each as
described below, and subject to the provisions set forth below. The type of license you have shall be set
forth on the Purchase Order for the SOFTWARE.
i.
Single Developer License. If your license is a SDL, then only the single
individual named in the Purchase Order (or otherwise provided in writing to SciTools) may use
the SOFTWARE. Such individual may use the SOFTWARE on one or more computers, but may
not allow any other individual or entity to use the SOFTWARE. This SDL may be transferred,
upon written notice to SciTools (but without having to obtain SciTools’ consent), to another
individual (A) within the same company as the original licensee, and (B) who is providing
services for the same project on which the original licensee was working on the date this license
commenced. This SDL may not be transferred to any other individual or to any corporation,
limited liability company, partnership, or any other entity without SciTools’ prior written consent.
ii.
Floating License. If your license is a Floating License, then the SOFTWARE
may be used subject to the control of SciTools’ software license manager software that permits
one individual user concurrently per license. This Floating License may not be transferred to
another entity without SciTools’ prior written consent.
iii.
Node License. If your license is a Node License, then the SOFTWARE may be
used subject to the control of SciTools’ software license manager software configured to permit
one user to use the SOFTWARE on the computer on which the SOFTWARE is installed. This
license may not be transferred to any other computer or entity unless SciTools consents in writing.
c.
Ownership of the SOFTWARE. You acknowledge that SciTools has a valuable
proprietary interest in the SOFTWARE PRODUCT. SciTools retains title to and all copyright and other
intellectual property rights in the SOFTWARE PRODUCTS. You are not granted any right, title, or
interest in the SOFTWARE PRODUCT, except the right to use the SOFTWARE PRODUCTS in
accordance with this AGREEMENT.
d.
Term and Termination of License.
i.
The term of this AGREEMENT, and the license granted hereunder, shall
commence upon your installation of the SOFTWARE.
ii.
This AGREEMENT and the license granted hereunder shall terminate
immediately and automatically if you have not paid any license fees or other charges due to
SciTools within 30 days after such amount is due.
iii.
Without prejudice to any other rights, SciTools may terminate this
AGREEMENT and the license granted hereunder if you breach any of the provisions of this
AGREEMENT or otherwise fail to comply with the terms and conditions of this AGREEMENT.
iv.
Upon termination of the license for any reason, you must immediately destroy
all copies of the SOFTWARE PRODUCT (including purging all storage media on which such
SOFTWARE is installed or otherwise stored) and all of its component parts.
v.
Upon termination of this Agreement, the provisions of Section 2, 3, 5, 6, 7, 8
and 9 shall survive.
2.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
a.
Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not
reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent
that such activity is expressly permitted by applicable law notwithstanding this limitation.
b.
Copies; Copyright Notices. You may not copy the SOFTWARE PRODUCT except for
(i) such copies as may be generated as part of the normal operation of the SOFTWARE, or (ii) a reasonable
number of back-up copies for disaster recovery purposes. You must maintain all copyright notices on all
back-up copies of the SOFTWARE PRODUCT.
c.
No Distribution. You may not distribute copies of the SOFTWARE PRODUCT to third
parties.
d.
Limited Use. You may use the SOFTWARE PRODUCT only for your own internal
business purposes, and you may not use the SOFTWARE PRODUCT in any service bureau or similar
application or otherwise to provide software analysis or other services to any third party. You may not
rent, lease or lend the SOFTWARE PRODUCT or otherwise permit a third party to use the SOFTWARE
PRODUCT.
e.
No Transfer. Except as specifically set forth in Section 1(b) above, you may not transfer
the SOFTWARE, license, or any other rights to a third party.
3.
COPYRIGHT. All title, copyrights, and all other intellectual property rights in and to the
SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE
PRODUCT are owned by SciTools or its suppliers. The SOFTWARE PRODUCT is protected by
copyright laws and international treaty provisions.
4.
U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and
documentation are “commercial computer software” and are provided with RESTRICTED RIGHTS. Use,
duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c)(1)
and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.
Manufacturer is Scientific Toolworks, Inc., 53 N Main, St George, UT 84770.
5.
NO WARRANTIES.
a.
SciTools expressly disclaims any and all warranties for the SOFTWARE PRODUCT.
Without limiting the generality of the foregoing, SciTools does not warrant that the functions contained in
the SOFTWARE will meet your requirements or that the operation of the SOFTWARE will be
uninterrupted or error-free. You assume the entire risk as to the installation and use of the SOFTWARE
PRODUCT.
b.
THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS
PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.
LIMITATION OF LIABILITY. In no event shall SciTools, or its resellers, suppliers, or
distributors, be liable for direct damages in excess of the license fee paid by you. In addition, in no event
shall SciTools, or its resellers, suppliers, or distributors, be liable for any consequential, incidental, special
or indirect damages whatsoever (including, without limitation, damages for loss of business profits,
business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or
inability to use the SOFTWARE, even if SciTools has been advised of the possibility of such damages.
7.
INDEMNIFICATION. You agree to indemnify, defend and hold harmless SciTools and its
officers, directors, employees, agents, resellers, distributors, and suppliers from any damages, losses or
expenses (including reasonable attorneys’ fees) incurred by any such indemnitee arising from or related to
your use of the SOFTWARE PRODUCT.
8.
TAXES. You agree to be responsible for and to pay, and to reimburse SciTools on request if
SciTools is required to pay, any tax (excluding only any tax that is based solely on SciTools’ net income),
assessment, duty, tariff, or other fee or charge of any kind or nature levied or imposed by any governmental
authority pertaining in any way to your purchase of this SOFTWARE PRODUCT, the license, or your use
of the SOFTWARE.
9.
MISCELLANEOUS. This AGREEMENT is governed by the laws of the State of New
Hampshire, USA. This AGREEMENT is the complete and exclusive statement of the agreement between
SciTools and you, and this AGREEMENT supersedes any prior proposal, agreement, or communication,
oral or written, pertaining to the subject matter of this AGREEMENT. No waiver by SciTools of any
breach hereunder shall be deemed to be a waiver of any other breach of the same or any other nature. If
any provision of this AGREEMENT is deemed invalid by any court having jurisdiction, that particular
provision will be deemed deleted and will not affect the validity of any other provision of this
AGREEMENT. Should you have any questions concerning this AGREEMENT, or if you desire to contact
SciTools for any reason, please contact SciTools at: Scientific Toolworks, Inc., 53 N Main, St George, UT
84770, or via SciTools’ website at www.scitools.com.