End User License Agreement
THIS SOFTWARE IS LICENSED, NOT SOLD, AND AVAILABLE FOR USE ONLY UNDER THE TERMS OF THIS LICENSE AGREEMENT. PLEASE READ THIS LEGAL AGREEMENT CAREFULLY. VISUAL CLICK WILL ONLY LICENSE THE SOFTWARE PROVIDED WITH THIS AGREEMENT TO YOU IF YOU FIRST ACCEPT THE TERMS OF THIS AGREEMENT. REGARDLESS OF HOW YOU ACQUIRE THE SOFTWARE (ELECTRONICALLY, PRELOADED, ON MEDIA, OR OTHERWISE), USE OF THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
Visual Click Software, Inc. ("Visual Click") grants you a nonexclusive license under the terms states below to the Software in the country in which you acquire it.
1. License Grant.
This license agreement is your proof of license to use the Software and must be retained by you. Under this license, Visual Click grants to you (either as an individual or entity) a personal, non-exclusive object code only license to use the copy of the object code version of the Visual Click software accompanying this license (the "Software") by (i) installing the Software on one server, (ii) running the install program to create the number of remote user copies and associated user IDs for which you have a paid-up license, (iii) loading such remote user copies and user IDs on remote personal computers, and (iv) making backup or archival copies. You agree you will not copy the Software except as permitted under the terms of this license. You agree that you will not copy the written materials accompanying the Software.
This agreement is effective for the duration of Visual Click's copyright in the Software unless earlier terminated by Visual Click for breach of this license by you. You may not rent or lease the Software, but you may assign your rights under this agreement on a permanent basis to another person who agrees in writing prior to the assignment to be bound by this agreement and to re-register the Software in their name and provided that you transfer all copies of the Software and related documentation to the other person or destroy any copies not transferred. Except as set forth above, you may not assign your rights under this agreement.
The Software is owned by Visual Click and/or its suppliers, and is copyrighted and licensed, not sold. You agree to reproduce the copyright notice and any other legend of ownership on each copy, or partial copy, of the Software.
You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting, to reverse compile, modify, translate, or disassemble the Software in whole or in part. You also agree that you will not (i) use or copy the Software except as provided in this Agreement; (ii) modify or merge the Software; (iii) sublicense the license for or rent the Software; or (iv) distribute the Software to any third party.
2. Limited Warranty
Visual Click warrants that for a period of ninety (90) days from the date of purchase, the Software, when executing on compatible computers and operating systems designated by Visual Click, will perform substantially in accordance with the accompanying documentation, and that the documentation and media are free from any physical defects ("Limited Warranty"). VISUAL CLICK AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS, THAT THE SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. BECAUSE IT IS IMPOSSIBLE FOR VISUAL CLICK TO KNOW THE PURPOSES FOR WHICH YOU ACQUIRED THIS SOFTWARE OR THE USES TO WHICH YOU WILL PUT THIS SOFTWARE, YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE, AND FOR ITS INSTALLATION AND USE, AND THE RESULTS OF THAT USE.
3. Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN PARAGRAPH 2 ("Limited Warranty"), VISUAL CLICK MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF SUCH DISCLAIMER IS NOT PERMITTED BY LAW, THE DURATION OF ANY SUCH IMPLIED WARRANTIES IS LIMITED TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
4. Customer Remedies
Visual Click's entire liability and your sole and exclusive remedy for a breach of the Limited Warranty for the Software shall be, at Visual Click's option, for Visual Click to (a) correct the error, (b) help you work around or avoid the error, or (c) authorize a refund. In the case of defective media or documentation, Visual Click's entire liability and your sole and exclusive remedy will be to replace the defective media or documentation at no charge. To obtain the benefits of this Limited Warranty, you must return the Software, documentation and media to Visual Click during the Limited Warranty period with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software, documentation or media will be warranted for the remainder of the original warranty period.
5. Limitation on Liability
In no event will Visual Click's liability for any claim, whether in contract, tort or any other theory of liability, exceed the license fee paid by you. This limitation is cumulative, with all payments to you for claims or damages being aggregated to determine satisfaction of the limit. Visual Click's pricing reflects the allocation of risk and limitations on liability contained in this agreement
6. No Liability for Consequential Damages
IN NO EVENT SHALL VISUAL CLICK BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE VISUAL CLICK SOFTWARE, INCLUDING LOST PROFITS, LOSSES ASSOCIATED WITH BUSINESS INTERRUPTION, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA OR COSTS OF RE-CREATING LOST DATA, EVEN IF VISUAL CLICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Force Majeure
Neither you nor Visual Click is responsible for failure to fulfill any obligations due to causes beyond its control
You agree that you will not export or re-export the Software without the appropriate United States or foreign government licenses.
9. Tax Liability
You are responsible for paying any sales or use tax imposed at any time whatsoever on this transaction.
10. Governing Law
The Software is protected by United States copyright laws and international treaty provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. This agreement will be governed by the laws of the country in which you acquired the Software, except (i) in Australia, the laws of the State or Territory in which the transaction is performed govern this agreement; (ii) in Albania, Armenia, Belarus, Bosnia/Herzegovina, Bulgaria, Croatia, Czech Republic, Federal Republic of Yugoslavia, Georgia, Hungary, Kazakhstan, Kirghizia, Former Yugoslav Republic of Macedonia (FYROM), Moldova, Poland, Romania, Russia, Slovak Republic, Slovenia, and Ukraine, the laws of Austria govern this agreement; (iii) in the United Kingdom, all disputes relating to this agreement will be governed by English Law and will be submitted to the exclusive jurisdiction of the English courts; (iv) in Canada, the laws in the Province of Ontario govern this Agreement; and (v) in the United States and Puerto Rico, and People's Republic of China, the laws of the State of Texas as they are applied to agreements between Texas residents entered into and to be performed entirely within Texas govern this agreement.
In the event of invalidity of any provision of this agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this agreement.
12. Entire Agreement
This is the entire agreement between you and Visual Click which supersedes any prior agreement, whether written or oral, relating to the subject matter of this agreement and may be amended only by a writing signed by both parties. No vendor, reseller or other person is authorized to modify this agreement or to make any warranty, representation or promise that is different than, or in addition to, the warranties provided in this license agreement.
U.S. GOVERNMENT RESTRICTED RIGHTS
If this product is acquired under the terms of a: DoD contract: Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of 252.227-7013 and restrictions set forth in the accompanying end user agreement. Civilian agency contract: Use, www.visualclick.com Page 4 of 4 Copyright © 2020 Visual Click Software, Inc. reproduction or disclosure is subject to 52.227-19 and restrictions set forth in the accompanying end user agreement. Unpublished: Rights reserved under the copyright laws of the United States.
Last Updated 12/06/2020