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License Agreement
IMPORTANT NOTICE – PerfectLogic Corp. is pleased by
your interest in OmniLexer, and hopes that you will find it to be a useful and
reliable software development tool. It is very important at the outset to understand
the separate legal obligations and responsibilities assumed by you, the “end-user”,
and PerfectLogic before the evaluation (or registered) copy of OmniLexer is
downloaded, installed, or used. Please read the terms of the following license
agreement carefully before proceeding. By downloading, installing, or using
this software product, you acknowledge that you have read this agreement, that
you understand it, and that you agree to be bound by its terms. If you do not
agree to the terms and conditions of this agreement, terminate the data transfer,
installation, or execution operation already begun.
If the product accompanying this notice is an evaluation copy, the functionality
may be limited, in some respects, until it has been registered. If the product
has not been registered after a set number (between 5 and 15) of trial uses,
its capabilities will be further limited or may not operate at all.
LICENSE AGREEMENT
This End-User License Agreement (hereinafter “Agreement”) is a
legal and binding agreement between PerfectLogic Corporation (hereinafter PLC)
and the person or the legal entity for whom the PLC software product accompanying
this agreement was intended, or by whom it will be used (hereinafter “End-User”).
The End-User should carefully read the terms of the agreement before using this
software product. The software product (hereinafter “Product”) includes
all computer executable files, electronic documentation, graphics, sample code,
and associated media accompanying this Agreement, and all updates to the software
product that PLC may provide or make available to the End-User subsequent to
the date the End-User obtains their initial copy of the software product. By
installing, copying, downloading, executing or otherwise using the Product,
the End-User agrees to be bound by the terms of this Agreement. If The End-User
does not agree to the terms of this Agreement, PLC is not willing to license
the Product, and the Product must not be installed or used. Instead, The End-User
should return it, providing proof of purchase, for a full refund to the place
of purchase or to PLC.
PRODUCT LICENSE
The Product contains material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. The Product is licensed, not sold, and consequently, the End-User has no ownership rights in the Product.
1. Grant of License. This Section of the Agreement describes The End-User’s general rights to install and use the Product. The license rights described in this Section are subject to all other terms and conditions of this Agreement.
a. Grant of License to Registered Users. PLC grants the End-User a non-exclusive, non-transferable license to use the Product on a computer, workstation, or other electronic device capable of executing program logic (hereinafter “Device”) to support the number of simultaneous users for whom the End-User has paid the license fee, and to make a second copy of the Product for the exclusive use of the person who is the primary user of the first copy of the Product provided that: (i) the Product is installed on only one Device ; (ii) the Product is not modified; (iii) all copyright notices are maintained on the Product and all files generated by the Product; and (iv) the End-User agrees to be bound by the terms of this License Agreement. The Product shall be used only by the End-User.
b. Grant of License for Network Use. The End-User may install a copy of the Product on one storage Machine and allow individuals within the End-User’s business or enterprise to access and use the Product from other Machines over a private network, provided that the End-User acquire and dedicate a license for the storage Machine upon which the Product is installed and each separate Machine from which the Product is accessed and used. A license for the Product may not be used concurrently on different Machines unless expressly permitted by this Agreement.
c. Grant of Site License. For the purposes of this Agreement, a "site" is a network of Machines housed in a single physical location. If the Product is licensed with site license terms specified in the applicable price list or product packaging for the Product, the End-User may make, use and install as many additional copies of the Product on the number of Client Machines as the site license authorizes. The End-User is obligated and responsible for ensuring that the number of client Machines on which the Product has been installed does not exceed the number of licenses the End-User has purchased.
d. Reservation of Rights. All rights not expressly granted are reserved by PLC.
2. Other Rights and Limitations
a. Copy Protection. It is illegal to make unauthorized copies of the Product or to circumvent any copy protection technology features that may be included in the Product.
b. Limitations on Reverse Engineering, Decompilation, and Disassembly. The End-User may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to human-readable form or disable any functionality which limits the use of the Software. The End-User may not modify the Software in whole or part, or use trade secret information contained in the Software.
c. Sample Code. The Product is provided with sample code files intended to demonstrate use of the Product or provide a base starting point for use of the Product. The End-User may use and create derivative works from Samples, provided the End-User maintains any copyright notices that may be incorporated within the Samples.
d. Trademarks. This Agreement does not grant the End-User any rights in connection with any trademarks of PLC.
e. Rental, Leasing or Commercial Hosting. Under this agreement the End-User is not permitted to rent, lease, lend or provide commercial hosting services to third parties with the Product. The End-User may not modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis), assign, loan, resell for profit, or distribute the Software, disk(s), or related materials or create derivative works based upon the Software or any part thereof. The End-User may not network the Software, except to the extent they have purchased license(s) for the multi-user version as set forth in this Agreement.
f. Technical Support. PLC may make technical support services
available to the End-User (hereinafter "Technical Support") to the
extent set forth in internet accessible documentation or in documentation incorporated
into the Product. Program logic in any form, support documentation, or Product
updates provided to the End-User as part of Technical Support are considered
integral to the Product and subject to the terms and conditions of this Agreement.
In the course of providing Technical Support, the End-User may supply technical
information to PLC relating to the design, operation, or failures of the Product.
The End-User acknowledges and agrees that PLC may use any such technical information
gathered from the End-User to remove defects or to improve the Product, and
that PLC is not obligated to identify or compensate the End-User for the technical
information, nor will it identify the End-User as the source of the technical
information, unless the End-User’s permission is first obtained.
g. Term. If the Product that was distributed to the End-User was labelled as an EVALUATION VERSION or TRY & BUY VERSION (or its functional equivalent) (an "Evaluation Version"), the license granted under this Agreement commences upon the installation of the Product and is effective for 30 days following the date the End-User installs the Product (the "Evaluation Term"). Evaluation Version Products may include software code intended to disable their functionality after the expiration of the Evaluation Term. The End-User may take no action to circumvent the operation of such disabling code, and the End-User accepts all risks that might arise from such disabling code. If the Product was not distributed as an Evaluation Version, or if the End-User converted an Evaluation Version installation of the Product to a non-Evaluation Version of the Product by authorised use of the conversion mechanism provided with the Product (in each case either being or resulting in a "Full-License Version"), the licenses granted under this Agreement commence upon the installation of the Product and are effective in perpetuity unless terminated by the terms of this Agreement.
h. Termination. Upon the expiration of the Evaluation Term, the End-User’s rights under this Agreement terminate automatically without notice. PLC may terminate this Agreement if The End-User fails to comply with the terms and conditions of this Agreement. Upon such termination the End-User must immediately destroy, in whole, all copies of the Product, including backup copies which may have been made. The terms of this paragraph shall survive any termination of this Agreement.
3. Intellectual Property Rights. All title and intellectual property rights in and to the Product, including but not limited to any images, text, and trade secrets incorporated into the Product, and any copies of the Product are owned by PLC or its suppliers. All title and intellectual property rights in the Product and to the content that is not contained in the Product, but which may be accessed through use of the Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants the End-User no rights to use such content.
4. Archival Copy. After installation of one copy of the Product pursuant to this Agreement, the End-User may keep the original media on which the Product was provided by PLC solely for backup or archival purposes. Except as expressly provided in this Agreement, the End-User may not make copies of the Product or the printed materials accompanying the Product.
5. Product Upgrades. If the Product is supplied to the End-User as an upgrade and so labelled, the End-User must be properly licensed to use a product identified by PLC as eligible for the upgrade in order to use the Product. A Product supplied as an upgrade replaces or supplements the product that formed the basis for the End-User’s eligibility for the upgrade. The End-User may use the resulting upgraded product only in accordance with the terms of this Agreement.
6. U.S. Government Rights. The Product is a "commercial item," as that term is defined at 48 C.F.R. § 2.101 (October 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. § 12.212 (September 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a) (1), (5). The Product was developed with private funding, and is in all respects the exclusive property of PLC. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227-7202-1 through § 227-7202-4 (June 1995), all U.S. Government End Users acquire the Product with only those rights set forth herein.
7. Applicable Law. This License Agreement shall be construed, interpreted and governed by the laws of the United States of America without regard to conflicts of law provisions thereof. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This License Agreement shall constitute the entire Agreement between the End-User and PLC relating to the Product and Technical Support (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. To the extent the terms of any PLC policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall remain in full force and effect.
8. Limited Warranty. PLC warrants that the Product will perform
substantially in accordance with the accompanying materials for a period of
ninety (90) days from the date of receipt. If an implied warranty or condition
is created by the End-User’s state/jurisdiction and federal or state/provincial
law prohibits disclaimer of it, the End-User also has an implied warranty or
condition, but only as to defects discovered during the period of this limited
warranty (ninety days). As to any defects discovered after the ninety (90) day
period, there is no warranty or condition of any kind.
PLC and its suppliers' entire liability and the End-User’s exclusive remedy
shall be, at PLC's discretion (a) return of the price paid (if any) for the
Product, or (b) repair or replacement of the Product, that does not meet this
Limited Warranty and that is returned to PLC with an End-User’s proof
of purchase. The End-User will receive the remedy elected by PLC without charge,
except that the End-User is responsible for any expenses the End-User may incur
(e.g. cost of shipping the Product to PLC). This Limited Warranty is void if
failure of the Product has resulted from accident, abuse, misapplication, abnormal
use or a virus. Any replacement Product will be warranted for the remainder
of the original warranty period or thirty (30) days, whichever is longer. Neither
these remedies, nor any product support services offered by PLC are available
without proof of purchase from an authorized source.
9. Disclaimer of Warranties. Except for the limited warranty above, the Product is provided "As Is." To the maximum extent permitted by law, PLC disclaims all other warranties of any kind, either expressed or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. PLC does not warrant that the capabilities encapsulated in the Product will meet any requirements or needs the End-User may have, or that the Product will operate without failure, or in an uninterrupted fashion, or that any defects or errors in the Product will be corrected, or that the software is compatible with any particular operating system or Machine. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to the End-User.
10. Limitation of Liability and Remedy. In no event will PLC be liable to the End-User or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the program, or for any claim by any other party, even if PLC has been advised of the possibility of such damages. PLC's aggregate liability with respect to its obligations under this agreement or otherwise with respect to the Product or otherwise shall not exceed the amount of the license fee paid by the End-User for the Product. The remedies provided in this warranty statement are the End-User’s sole and exclusive remedy, and the End-User is not entitled to any damages, including but not limited to consequential damages, if the Product does not meet PLC's Limited Warranty. This limited warranty gives the End-User specific legal rights, and they may also have other rights which vary from state/jurisdiction to state/jurisdiction.
Should questions arise regarding the terms and conditions of this license agreement,
you may call (703)777-3700, transmit facsimile to (703)777-7530, or write to:
PerfectLogic Corporation
P.O. Box 1106
Middleburg, Virginia 20118-1106
U.S.A.
Communication with PerfectLogic Corporation is also possible from our website at,
© 2005 Perfect Logic Corporation.