|
DINARI
SYSTEMS LLC
XPERTMART™ End User License Agreement
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY
PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
LICENSE AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY
WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, IMMEDIATELY
CEASE USING THIS SOFTWARE.
1) DEFINITIONS
“Licensee” means you, the user and licensee of the software.
“Software” means the XpertMart™ software, including:
all files and contents on the disks, CD-ROMs or other media with which
this License is provided; related documentation and written materials
or files; and any upgrades, modifications or additional versions or copy
of the Software provided to you subsequent to this agreement. “Dinari”
means Dinari Systems LLC a Delaware Corporation, 407 Rio Grande Blvd.
NW Suite #7, NM 87104. “Use” means to install, download, copy,
access or otherwise benefit from using the functionality of the Software
in accordance with the Documentation. "Permitted Number" means one (1)
unless otherwise indicated under a valid license (e.g. volume license)
granted by Dinari.
2) LICENSE
In consideration of your undertaking to comply with the terms and conditions
of this License Agreement, Dinari grants you, LICENSEE, a non-exclusive,
non-transferable license to use the Software and to view the documentation
on the Permitted Number of computers. This Agreement does not grant LICENSEE
any rights to patents, copyrights, trade secrets, trade names, trade marks
(whether registered or unregistered), or any other rights, functions or
licenses in respect of the Software.
3) INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS ON USE
The Software contains copyright material and, in its human readable form,
it contains trade secrets and proprietary information owned by or licensed
to Dinari and is confidential. The structure, organization and code of
the Software are the valuable trade secrets and confidential information
of Dinari Systems LLC. Title to and ownership of the Software and the
documentation that accompanies the Software and all intellectual property
rights in the Software and said documentation are and shall remain the
sole property of Dinari Systems LLC. The Software is protected by copyright,
including without limitation by United States Copyright Law, international
treaty provisions and applicable laws in the country in which it is being
used.
Unless specifically and expressly permitted by Dinari, you agree not to
modify, adapt or translate the Software. LICENSEE may not de-compile,
reverse engineer, disassemble or otherwise reduce it to human readable
form. LICENSEE may not modify, rent, lease, loan the Software or distribute
copies of it. LICENSEE may not electronically transfer the Software over
a network, a telephone circuit or the Internet. LICENSEE may not create
derivative software based upon any trade secret or proprietary information
of Dinari. LICENSEE may not sub-license, assign or transfer this License.
LICENSEE may not copy the printed information in the package. LICENSEE
may not adapt or use any trademark or trade name which is likely to be
similar to or confusing with that of Dinari Systems LLC or take any other
action which impairs or reduces the trademark rights of Dinari Systems
LLC.
LICENSEE may make one copy of the Software for backup or archival purposes,
provided that LICENSEE duplicates the copyright notice and other identifying
information on the disk's label and affix such notice to the backup copy.
LICENSEE may print a copy of the documentation from the disk only for
LICENSEE's use for the sole purpose of operating the Software.
LICENSEE further acknowledges that this License is not a sale or an assignment
of Dinari’s intellectual property rights in the Software and the
accompanying documentation and that Dinari and its licensors continue
to own title to the Software and copyright to the printed information.
No right, title or interest in or to any trademark, service
mark, logo or trade name of Dinari is granted under this Agreement.
4) NO WARRANTY
The Software is being delivered to you "AS IS" and Dinari makes no warranty
as to its use or performance. Dinari does not and cannot warrant the performance
or results you may obtain by using the software. Dinari makes no warranties
conditions, representations, or terms (express or implied whether by statute,
common law, custom, usage or otherwise) that the Software is free of defects,
merchantable, fit for a particular purpose or non-infringing. The entire
risk as to the quality and performance of the Software is with you. This
disclaimer of warranty constitutes an essential part of this license.
Dinari does not warrant, guarantee or make any representations that the
functions contained in the Software will meet LICENSEE's requirements
or that the operation of the Software will be uninterrupted or error-free.
Any other Software and any hardware furnished with or accompanying the
Software is not warranted by Dinari.
5) LIMITATION OF LIABILITY
Under no circumstances and under no legal theory, whether tort (including
negligence), contract, or otherwise will Dinari be liable for any special,
consequential, incidental or direct or indirect damages (including without
limitation loss of profit, savings or data) arising out of licensee's
use or inability to use the software or printed information accompanying
it, whether or not Dinari has been advised of the possibility of such
loss, however caused and on any theory of liability. This exclusion includes
any liability that may arise out of third-party claims against licensee.
These limitations shall apply notwithstanding any failure of essential
purpose of any limited remedy.
The foregoing limitations and exclusions apply to the extent permitted
by applicable law in your jurisdiction. Dinari'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.
6) EXPORT REGULATIONS
LICENSEE agrees that the Software and other technical information, both
printed and verbal, received from Dinari will not be exported outside
of the United States except as permitted by the laws and regulations of
the United States. If LICENSEE rightfully obtains the Software and accompanying
information outside of the United States, LICENSEE agrees not to re-export
the Software and information except as permitted by the laws and regulations
of the United States and the jurisdiction in which LICENSEE obtained the
Software.
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 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) US GOVERNMENT END USERS
The Software and Documentation are "Commercial Items," as that term is
defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software"
and "Commercial Computer Software Documentation," as such terms are used
in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.
Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1
through 227.7202-4, as applicable, all U.S. Government End Users acquire
the Software with only those rights set forth herein. Unpublished-rights
reserved under the Copyright laws of the United States. Dinari Systems
LLC, 15 Village Rock Ln #8, Natick, MA 01760, USA.
8) TERMINATION
This License shall remain in full force and effect unless and until terminated.
This License will terminate immediately, automatically and without notice
if LICENSEE fails to comply with any provision of this Agreement. Upon
termination, LICENSEE must stop using the Software, erase or destroy all
copies of the Software, and destroy all printed information provided with
the Software.
9) COMPLIANCE
If you are a business or organization, you agree that upon request from
Dinari, you will within thirty (30) days fully document and certify that
use of any and all Software at the time of the request is in conformity
with your valid licenses from Dinari.
10) GOVERNING LAW
This Agreement will be governed by and construed in accordance with the
substantive laws in force in the State of Delaware and controlling U.S.
federal law. No choice of law rules of any jurisdiction
will 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.
11) ENTIRE AGREEMENT
This agreement constitutes the entire agreement between you and Dinari
Systems LLC and supersedes all prior or contemporaneous oral or written
communications, proposals, representations and warranties
and prevails over any conflicting or additional terms of any quote, order,
acknowledgment, or other communication between the parties relating to
its subject matter during the term of this Agreement.
No modification of this Agreement will be binding, unless in writing and
signed by an authorized representative of each party. If any provision
of this agreement is held invalid, the remainder of this agreement shall
continue in effect.
12) WAIVER
The failure by Dinari to enforce at any time any of the provisions of
this agreement, to exercise any election or option provided herein, or
to require at any time the performance by you of any of the provisions
herein will not in any way be construed as a waiver of such provisions.
XpertMart is a registered trademark of Dinari Systems LLC in the United
States and/or other countries.
Copyright © 2003 - 2006Dinari Systems LLC, all rights reserved.
Dinari Systems LLC
407 Rio Grande Blvd. NW
Suite #7
Albuquerque, NM 87104
|
