|Software License Agreement: Caucus|
I. Installation Notice
A. IMPORTANT: Before beginning the installation process, you are hereby asked to accept the terms of the Agreement. Read this Agreement carefully before completing the installation process.BY COMPLETING THE INSTALLATION PROCESS, OR BY HAVING AN AGENT SUCH AS A COMPUTER TECHNICIAN DO SO FOR YOU, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. This Agreement is a legal contract which specifies the terms of the license and limited warranty between you ("Licensee") and Screen Porch LLC. ("Screen Porch"), a Virginia Limited Liability Company, for the Caucus software and the associated documentation (collectively the "Software"). If you do not agree to the terms of this Agreement, promptly delete and destroy all copies of the Software.
II. Versions of the Software
A. There are two versions of the Software (Standard and Evaluation), each of which is subject to this Agreement. UPON ORDERING, DOWNLOADING, INSTALLING OR UNENCRYPTING ANY VERSION OF THE SOFTWARE, YOU ARE REAFFIRMING THAT YOU ARE BOUND TO THE TERMS OF THIS AGREEMENT.
B. The Standard Version must be ordered from Screen Porch for its then current price.
C. The Evaluation Version is the only version which is provided without charge and which may be downloaded from Screen Porch's Internet Web site or otherwise provided to you. All rights and licenses granted in Articles III to the Licensee to the Evaluation Version automatically expire thirty (30) days after Licensee downloads his/her first copy of the Evaluation Version; subsequent downloads of the Evaluation Version by or for the same Licensee do not extend, renew, or otherwise restart the term of the license for the Evaluation Version.
III. License Grant
A. Screen Porch grants to Licensee a nonexclusive license to: make one copy of the Software for use solely for the purposes described in this Agreement; make one copy of the Software for development, testing, and archival purposes ("Development Copy"); employ the software to design and develop network-based conferencing systems ("NBCS"); and display and allow end-users to interact with an NBCS, but not to otherwise use, copy, modify or create further derivative works of the Software (the "Licensed Works"), nor to allow end-users to otherwise use, copy, modify or create further derivative works of the Software (the "Licensed Works"). Any NBCS created by a Screen Porch reseller and displayed to end-users shall be displayed for the exclusive purpose of demonstrating the product and its features to a prospective customer.
B. This license is limited to loading and using the Licensed Works on a single work station or server. Screen Porch has the right to require Licensee to provide Screen Porch with advance notification if Licensee moves the Licensed Works to a different work station or server.
IV. Ownership of the Software
A. It is expressly understood and agreed that all right, title and interest in and to the Software (as an independent work and as an underlying work serving as a basis for any NBCS) and any other material furnished to Licensee under this Agreement vest solely and exclusively in Screen Porch, and Licensee shall neither derive nor assert any title or interest in or to such items except for the rights and licenses granted under this Agreement. All screen displays of any NBCS based on the Software shall prominently feature the Screen Porch copyright notice as set forth in the Software together with a live and functioning link to the Screen Porch Web site. All screen displays of any NBCS created by a Screen Porch reseller shall also display the then-current Screen Porch visual identity and the then-current Screen Porch branding of the Software together with a live and functioning link to the Screen Porch Web site.
B. Under this Agreement, Licensee does not receive any rights to patents, copyrights, trade secrets, trademarks or any other rights or licenses to the Software beyond those expressly granted in this Agreement.
V. Warranty and Remedies
A. The following warranties and remedies are provided for the Standard Version; NO WARRANTIES OR REMEDIES ARE PROVIDED FOR THE EVALUATION VERSION.Screen Porch warrants that the physical software media and the documentation will be free from defects in materials and workmanship. Screen Porch also warrants that the Software will be free from significant defects that prevent the Software from performing substantially in accordance with the accompanying documentation for a period of 30 days from the date of purchase. At Screen Porch's option, Screen Porch will replace defective diskettes and documentation, fix significant defects in the Software without charge, or refund the licensee fee paid to Screen Porch by Licensee; provided that the defective item is returned to Screen Porch within 30 days of the date of purchase. Any replacement Software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. THESE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE FOR BREACH OF EXPRESS AND IMPLIED WARRANTIES.
B. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, THE REMEDIES SET FORTH ABOVE WITH RESPECT TO A BREACH OF WARRANTY OR INFRINGEMENT SHALL BE THE EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY OR INFRINGEMENT HEREUNDER. The sole purpose of such remedies is to provide Licensee with the repair or replacement of the purchased Software or, at Screen Porch's option, to refund the amount paid by Licensee hereunder. These remedies shall not be deemed to have failed of their essential purpose so long as Screen Porch is willing to take one of those actions.
VI. Limitation on Liability
A. The warranties are being provided only to the original Licensee; no warranties of any kind are provided to any end-users.
B. The warranties do not cover damage or defects caused by or related to misuse, accident, negligence or misapplication. Because programs such as this are inherently complex, Screen Porch does not warrant that the Software is error-free or will operate without interruption. Furthermore, Screen Porch does not warrant that the Software will work with any given Operating System, network, or network application.
C. Screen Porch hereby warns Licensee that due to the complexity of the Software, it is possible that use of the Software unintentionally could lead to the loss or corruption of data. Licensee assumes all risk for such data loss or corruption; the warranties provided hereunder do not cover any damage or losses resulting therefrom.
D. IN NO CASE SHALL SCREEN PORCH BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, WHETHER SUCH DAMAGES ARE BASED UPON A BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY. THIS IS TRUE EVEN IF SCREEN PORCH IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE WILL SCREEN PORCH'S LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY LICENSEE TO SCREEN PORCH.
E. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THIS LANGUAGE MAY NOT APPLY. IN SUCH CASE, SCREEN PORCH'S LIABILITIES WILL BE LIMITED BY THE ABOVE LIMITATION OF REMEDIES PROVISION.
VII. Indemnity by Licensee to Screen PorchA. Licensee indemnifies and holds harmless Screen Porch from any and all claims, demands, or actions based on or relating to NBCSs or to services offered by Licensee involving use of the Software or NBCSs, or based on representations or statements made by Licensee or its agents, or other actions of Licensee or its agents.
A. The license granted under Articles III shall remain in force unless Licensee breaches any material term of this Agreement, in which case Screen Porch shall have the right to terminate these licenses. Regardless of whether these licenses expire or are terminated, all other articles of this Agreement shall survive perpetually.
B. Upon the termination or expiration of the licenses granted under Articles III, all rights granted to Licensee will terminate and revert to Screen Porch, and Licensee promptly must delete and destroy all copies of the Software.
A. Licensee may not translate, decompile, disassemble or reverse engineer the Software.
B. Licensee agrees that because of the unique nature of the Software, irreparable harm will be caused by a breach by the Licensee of its obligations hereunder, that monetary damages will be inadequate to compensate for such harm, and that Screen Porch is entitled to injunctive relief to enforce this Agreement. Screen Porch's right to obtain injunctive relief shall not limit its right to seek further remedies.
C. Licensee shall take all steps necessary to preserve and protect the proprietary and confidential nature of Screen Porch's Software in connection with any proposal, bid or contract between Licensee and any part of any foreign, federal, state or local government, including without limitation the use of effective copyright and trade secret notifications and "restricted rights" or "limited rights" legends on any Licensed Works licensed or sold or other material submitted by Licensee in connection with any such proposal, bid, or contract.
D. The license and the warranties provided herein are extended to the original purchaser only and are not transferable. Any purported attempts to transfer any rights hereunder shall be void.
E. This Agreement is the complete agreement between Licensee and Screen Porch concerning the Software, and this Agreement supersedes all prior written and oral agreements. This Agreement may be modified only by a written agreement signed by both Licensee and Screen Porch.