IMPORTANT-PLEASE READ CAREFULLY: This Product License Agreement (this "Agreement") is a legal agreement between you (either an individual or a single entity) and Pearl Software, Inc., with offices at 64 East Uwchlan Avenue, Suite 230, Exton, PA 19341 ("Company"), for the software product listed above (the "Product"). By installing, copying or otherwise using the Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Product.
1. LICENSE. Subject to the terms and conditions of this Agreement, Company hereby grants Licensee a limited, non-exclusive, non-transferable revocable license to use the Product, as installed by Company, on one Licensee supplied computer. A license for the Product may not be shared, installed nor used concurrently on different computers.
2. RESTRICTIONS ON USE AND TRANSFER. Licensee shall not, and shall not permit a third party to, copy the Product. Licensee shall not sublicense, assign or transfer the Product or any rights to use it, either in whole or in part, to any third party. Licensee may use the Product only for testing and for operational purposes. Licensee may not modify the Product in any manner. Licensee agrees that the Product, including without limitation its source code, is confidential and proprietary to Company and/or its licensors. Accordingly, Licensee shall not (i) decompile, disassemble, reverse engineer or otherwise manipulate the Product so as to derive such source code, or (ii) disclose the Product, or any portion thereof, to any third party.
3. RETENTION OF RIGHTS. Except as expressly set forth herein or a separate written agreement between the parties, Company retains all right, title and interest in and to the Product, including all intellectual property rights associated with the Product. Except for purposes of Licensee's internal use of the Product in accordance with this Agreement, Company does not grant to Licensee any license, by implication or otherwise, to use or copy the Product or any subsequent version of the Product, or any license rights in any patent, copyright or other intellectual property rights owned by or licensed to Company.
4. TERM. The term of this Agreement becomes effective upon installation of the Product. This Agreement will terminate automatically if Licensee fails to comply with any of its terms or conditions, including, without limitation, if Licensee makes any attempts to copy the Product, or transfer or disclose any copy of the Product or any portion thereof, to another party or to modify the Product in any way. Company may terminate this Agreement or limit Licensee's access to the Product at any time without notice to Licensee. Sections 2, 3, 5, 6 and 7 shall survive the expiration or termination of this Agreement for whatever reason.
5. NO WARRANTY. THE PRODUCT IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER WITH RESPECT TO ITS FUNCTIONALITY, OPERABILITY OR USE, AND COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR THAT THE PRODUCT IS ERROR-FREE. THE ENTIRE RISK REGARDING THE QUALITY AND PERFORMANCE OF THE PRODUCT IS WITH LICENSEE. COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
6. NO LIABILITY. IN NO EVENT SHALL COMPANY OR ANY OTHER PARTY WHICH HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PRODUCT, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR LOSSES RESULTING FROM BUSINESS INTERRUPTION OR LOSS OF DATA), REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY UNDER WHICH THE LIABILITY MAY BE ASSERTED, EVEN IF ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7. TERMS OF SERVICE. By purchasing or installing products or services from the Company, you agree to the attached Terms of Service.
8. MISCELLANEOUS. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. No waiver of any right under this Agreement shall be effective unless given in writing by an authorized representative of Company. No waiver by Company of any right shall be deemed to be a waiver of any other right of Company arising under this Agreement. This Agreement shall be governed and construed in all respects by the laws of the Commonwealth of Pennsylvania, U.S.A., without giving effect to principles of conflict of laws. Any notice required or permitted to be given under this Agreement shall be given in writing and shall be effective from the date delivered by hand or sent by registered mail, certified mail or overnight courier. This Agreement is the complete and exclusive statement of the agreement between parties regarding the subject matter hereof, and it supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter hereof. No vendor, distributor, reseller, sales representative, or other person is authorized to modify this Agreement or to make any warranty, representation or promise which is different from those set forth in this Agreement. Licensee acknowledges that, in providing Licensee access to and use of the Product, Company has relied on Licensee's agreement to be bound by the terms of this Agreement.