IMPORTANT
– THIS AGREEMENT CONTAINS AND EXPLAINS IMPORTANT LEGAL RIGHTS AND LIMITATIONS.
PLEASE READ IT CAREFULLY, AND PRIOR TO INSTALLATION OR ANY USE OF THE
SOFTWARE PRODUCT
This
End-User Software License Agreement (the “Agreement”) is a legal
agreement between you (either an individual or a single entity) and StudioPlus
Software, LLC (“StudioPlus”) for the StudioPlus software product
identified above, which includes computer software and may include associated
media, printed materials, and “online” or electronic documentation,
as well as any enhancements, modifications or upgrades that may be offered
to licensed end users as specified herein (collectively, the
SOFTWARE PRODUCT). By installing, copying, or otherwise using
the SOFTWARE 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 SOFTWARE PRODUCT; you may, however, return it to the source for a
full refund.
SOFTWARE
PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by copyrights laws
and international copyright treaties, as well as other intellectual property
laws and treaties. The SOFTWARE PRODUCT is licensed, not sold. The
license granted under this Agreement is perpetual, nonexclusive and nontransferable,
except as provided in Section 3.
1. GRANT
OF LICENSE.
Following full payment of the applicable license
fees and registration and activation with StudioPlus, this Agreement grants
you either of the following rights:
Single
User License. You may install and use one copy of the SOFTWARE
PRODUCT, or any prior version for the same operating system, on a single
computer. You must acquire and dedicate a separate single user license
for each separate computer on which the SOFTWARE PRODUCT is installed,
and the SOFTWARE PRODUCT may not be shared or used concurrently on different
computers, and cannot be accessible via network, remote access or similar
means.
Network
License. You may install the SOFTWARE PRODUCT, or any prior
version for the same operating system, on multiple computers connected
to your internal network. You may also store or install a copy
of the SOFTWARE PRODUCT on a storage device, such as a network server,
used only to install or run the SOFTWARE PRODUCT on your other computers
over an internal network. You are not limited to the number
of computers to which the software may be loaded upon, however, you are
limited to the specified number of licensed users that may
be running the SOFTWARE PRODUCT. Network license
increases may be acquired by obtaining a new key card from StudioPlus.
2. OTHER
VERSIONS OF SOFTWARE.
Beta
Software. If the SOFTWARE PRODUCT is labeled “Beta”
(on the “About” screen in the “Help” menu), then, notwithstanding other
sections of the Agreement, you shall have 30 days to use the SOFTWARE
PRODUCT and to provide feedback to StudioPlus regarding the use of the
SOFTWARE PRODUCT. After 30 days, the Beta license shall terminate
unless you contact StudioPlus before the end of the 30 day period and
StudioPlus agrees to extend the term of the Beta license, or to offer
you a different license. There is no cost to you for using
the SOFTWARE PRODUCT under a Beta license.
Not
for Resale Software. If the SOFTWARE PRODUCT is labeled
“Not for Resale” or “NFR,” then, notwithstanding other
sections of the Agreement, you may not resell, or otherwise transfer for
value, the SOFTWARE PRODUCT.
3. DESCRIPTION
OF OTHER RIGHTS AND LIMITATIONS.
Limitations
on Use; Operating Requirements. In exchange for the rights to licensed
use of the SOFTWARE PRODUCT, you agree not to copy, modify, reverse engineer,
decompile, or disassemble the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is
specifically designed for operation on certain operating systems and for
use with certain minimum hardware specifications, all of which are available
from StudioPlus, or at www.StudioPlusSoftware.com.
Separation
of Components. The SOFTWARE PRODUCT is licensed as a single
product. Its component parts may not be separated for use on
more than one computer.
Rental. Except
as may be pre-authorized in writing by StudioPlus, you may not rent, lease,
or lend the SOFTWARE PRODUCT, or use it to provide any service bureau
or similar services to any third parties.
Optional
Support Services. Upon your request, StudioPlus may provide
you with certain optional telephone support, maintenance, or error correction
services related to the SOFTWARE PRODUCT (Support Services). Support
Services are provided under and governed by the then-current StudioPlus
policies and programs, which are available at www.StudioPlusSoftware.com,
and are subject at all times to prepayment of the applicable Support Services
fees. Any supplemental software code provided to you as part
of the Support Services shall be considered part of the SOFTWARE PRODUCT
and subject to the terms and conditions of this Agreement. With
respect to technical information you provide to StudioPlus as part of
the Support Services, StudioPlus may use such information for its business
purposes, including for product support and development. StudioPlus
will not utilize such technical information in a form that personally
identifies you.
Software
Transfer. You may permanently transfer all of your rights
under this Agreement to a successor to your entire business, and, provided
that: (a) you retain no copies, excerpts,
documentation or related materials; (b) you transfer all of the SOFTWARE
PRODUCT (including all component parts, the media and printed materials,
any upgrades, this Agreement, and, if applicable, the Certificate of Authenticity);
(c) the recipient agrees to the terms of this Agreement in writing, and
provides a signed copy of such agreement to StudioPlus on its then-current
transfer forms prior to such transfer; and (d) Studio Plus’s then-current
transfer fee (which will in no event exceed 25% of the then-current license
fee . If the SOFTWARE PRODUCT is an upgrade, any transfer must
include all prior versions of the SOFTWARE PRODUCT.
Applicable
Laws. Your possession and use of the SOFTWARE PRODUCT is subject at
all times to your compliance with all security, export and other applicable
laws of the United States of America and any applicable foreign countries.
Termination. This
Agreement will remain in effect until terminated. The parties may terminate
this Agreement at any time by mutual written agreement. Without prejudice
to any other rights, StudioPlus may terminate this Agreement if you fail
to comply with the terms and conditions of this Agreement. Upon
any termination, you must destroy or return to Studio Plus all copies
of the SOFTWARE PRODUCT and all of its component parts.
4. UPGRADES.
If the SOFTWARE PRODUCT is enhanced or otherwise
modified, it will be labeled as an upgrade In order to use any upgraded
version of the SOFTWARE PRODUCT, you must be properly licensed by StudioPlus,
and must have paid the applicable upgrade fees, or have been granted such
use as part of a then-current support agreement. A SOFTWARE
PRODUCT labeled as an upgrade replaces and/or supplements the product
that formed the basis for your eligibility for the upgrade. You
may use the resulting upgraded product only in accordance with the terms
of this Agreement. If the SOFTWARE PRODUCT is an upgrade of
a component of a package of software programs that you licensed as a single
product, the SOFTWARE PRODUCT may be used and transferred only as part
of that single package and may not be separated for use on more than one
computer.
5. COPYRIGHT.
All title and copyrights in and to the SOFTWARE PRODUCT
(including but not limited to any images, photographs, animations, video,
audio, music, text, and “applets” incorporated into the SOFTWARE
PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE
PRODUCT are owned by StudioPlus or its suppliers. The SOFTWARE
PRODUCT is protected by copyright laws and international treaty provisions. Therefore,
you must treat the SOFTWARE PRODUCT like any other copyrighted material
except that you may install the SOFTWARE PRODUCT on a single computer
provided you keep the original solely for backup for archival purposes. You
may not copy the printed materials accompanying the SOFTWARE PRODUCT.
6. DUAL-MEDIA
SOFTWARE.
You may receive the SOFTWARE PRODUCT in more than
one medium. Regardless of the type or size of medium you receive,
you may use only one medium that is appropriate for your single computer. You
may not use or install the other medium on another computer. You
may not loan, rent, lease, or otherwise transfer the other medium to another
user, except as part of the permanent transfer (as provided above) of
the SOFTWARE PRODUCT.
7. LIMITED
WARRANTY; LIMITATION OF LIABILITY AND REMEDIES.
ALL OF
STUDIO PLUS’S WARRANTIES AND ITS ENTIRE LIABILITY WITH RESPECT TO THE
SOFTWARE PRODUCT IS AS FOLLOWS;
StudioPlus warrants only that it owns the SOFTWARE
PRODUCT, and that the SOFTWARE PRODUCT will perform substantially in accordance
with the accompanying written materials for a period of ninety (90) days
from the date of your initial receipt of the SOFTWARE PRODUCT in any form
or version.
StudioPlus and its suppliers’ entire liability and
your exclusive remedy for breach of the aforementioned limited warranty
shall be, at StudioPlus’ option, either (a) return of the license fees
paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that
does not meet StudioPlus’ Limited Warranty and which is returned to StudioPlus
with a copy of your receipt. This Limited Warranty is void
if failure of the SOFTWARE PRODUCT has resulted from any accident, abuse,
third party modification or other misapplication. Any replacement
SOFTWARE PRODUCT will be warranted for the remainder of the original warranty
period or thirty (30) days, whichever is longer. Outside the
United States, neither these remedies nor any product support services
offered by StudioPlus are available without proof of purchase from an
authorized international source.
TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SET FORTH ABOVE,
STUDIOPLUS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
REGARD TO THE SOFTWARE PRODUCT. YOU MAY HAVE OTHER RIGHTS, WHICH VARY
FROM STATE/JURISDICTION TO STATE/JURISDICTION. Some states and
jurisdictions do not allow limitations on duration of an implied warranty,
so the above limitation may not apply to you. To the extent
allowed by applicable law, implied warranties on the SOFTWARE PRODUCT,
if any, are limited to ninety (90) days.
IN EXCHANGE
FOR THE LICENSE AND RIGHTS GRANTED HEREUNDER, YOU FURTHER AGREE THAT,TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STUDIOPLUS OR ITS SUPPLIERS
SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO
PROVIDE SUPPORT SERVICES, EVEN IF STUDIOPLUS HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ANY CASE, STUDIOPLUS’S ENTIRE LIABILITY
UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER
OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $100.00.
HOWEVER,
IF YOU HAVE ENTERED INTO A STUDIOPLUS SUPPORT SERVICES AGREEMENT, STUDIOPLUS’S
ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS
OF THAT AGREEMENT. BECAUSE SOME STATES AND JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.
You acknowledge that the SOFTWARE PRODUCT would not
have been made available, or would have been made available at significantly
higher license fees in absence of these warranty limitations and damage
exclusions.
8. GOVERNING
LAW: JURISDICTION AND VENUE
This Agreement is being offered under, and will be
governed by the internal laws of the State of Minnesota, without regard
for conflicts of law principles. By entering into this Agreement,
you irrevocably consent to the jurisdiction and venue of the applicable
courts located in Ramsey County, Minnesota, and agree that any disputes
or claims arising hereunder will be brought in such courts.8.
9. GENERAL
This Agreement (and any Support Services agreement
then in force) constitutes the entire agreement and understanding between
the parties regarding the subject matter, and supersedes all prior oral
or written agreements or understandings. This Agreement may only be waived
or otherwise modified by a written addendum signed by the authorized representatives
of the parties.
In the event a court of competent jurisdiction determines
that any portion of this Agreement is invalid or unenforceable, such a
finding shall not invalidate the remainder of this Agreement, which will
remain in full force and effect.
You agree that any breach or violation of this Agreement
involving the unauthorized use or disclosure of confidential or proprietary
information or materials is likely to result in irreparable harm to StudioPlus,
and that in such event, that StudioPlus will be entitled to obtain a court
order enjoining you from such conduct.
In the event any lawsuit or other enforcement action
is undertaken to enforce StudioPlus’ rights hereunder, you agree to reimburse
Studio Plus for its reasonable attorney’s fees and other costs incurred
in enforcing such rights.
