LEAHSCAPE, INC.
Software License Agreement
NOTICE TO USER: PLEASE
READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY
PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN
SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTIONS 6 AND 7;
LIABILITY IN SECTION 8; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 14.
YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED
BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT
OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF
APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT,
DO NOT USE THE SOFTWARE. VISIT http://www.leahscape.com/support FOR TERMS OF AND
LIMITATIONS ON RETURNING THE SOFTWARE FOR A REFUND.
YOU MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH LEAHSCAPE (E.G., A VOLUME
LICENSE AGREEMENT) THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS
AGREEMENT.
LEAHSCAPE AND ITS
SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE. THE SOFTWARE IS
LICENSED, NOT SOLD. LEAHSCAPE PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR
OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE
SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THE
SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING, AND TECHNOLOGY TO HELP YOU MANAGE
LICENSES. SUCH TECHNOLOGY MAY PREVENT YOUR USE OF THE SOFTWARE IF YOU DO NOT
FOLLOW THE ACTIVATION, INSTALLATION, AND/OR LICENSE MANAGEMENT PROCESS
DESCRIBED IN THE SOFTWARE AND DOCUMENTATION. VISIT http://www.leahscape.com/support
FOR INFORMATION ABOUT PRODUCT ACTIVATION AND LICENSE MANAGEMENT.
1.
Definitions.
"LeahScape" means LeahScape, Inc., a Massachusetts corporation,
21 Prescott Street, Arlington, Massachusetts 02474.
"Computer" means a computer device
that accepts information in digital or similar form and manipulates it for a
specific result based on a sequence of instructions.
"Permitted Number" means one (1) unless
otherwise indicated under a valid license (e.g., volume license) granted by
LeahScape.
"Software" means (a) all of the information with which this agreement
is provided, including but not limited to (i) LeahScape or third party software
files and other computer information; (ii) images, sounds, graphics and other
works bundled with LeahScape software
and not obtained from LeahScape or another party through a separate service
("Content Files"); (iii) related explanatory written materials and files
("Documentation"); and (b) any modified versions and copies of,
and upgrades, updates and additions to, such information, provided to you by
LeahScape at any time, to the extent not provided under a separate agreement
(collectively, "Updates").
2. Software License. If you obtained the Software
from LeahScape or one of its authorized licensees and as long as you comply with
the terms of this agreement, LeahScape grants you a non-exclusive license to use
the Software in the manner and for the purposes described in the Documentation,
as further set forth below. See Section 14 for specific provisions related to
the use of certain products and components.
2.1 General Use. You may install and use one copy of the Software on up to the
Permitted Number of your Computers.
2.6 Backup Copy. You may make a
reasonable number of backup copies of the Software, provided your backup copies
are not installed or used for other than archival purposes.
3. Intellectual Property Ownership. The Software and any
authorized copies that you make are the intellectual property of and are owned
by LeahScape, Inc. and its suppliers. The structure, organization
and code of the Software are the valuable trade secrets and confidential
information of LeahScape, Inc. and its suppliers. The Software is
protected by law, including but not limited to the copyright laws of the United
States and other countries, and by international treaty provisions. Except as
expressly stated herein, this agreement does not grant you any intellectual
property rights in the Software and all rights not expressly granted are
reserved by LeahScape and its suppliers.
4. Restrictions.
4.1 Notices. You may
not copy the Software except as set forth in Section 2 and 14. Any permitted
copy of the Software that you make must contain the same copyright and other
proprietary notices that appear on or in the Software.
4.2 No Modifications.
Except as permitted in Section 14, you may not modify, adapt or translate the
Software. You may not reverse engineer, decompile, disassemble or otherwise
attempt to discover the source code of the Software.
4.3 No Unbundling. The Software
may include various applications, utilities and components, may support
multiple platforms and languages and may be provided to you on multiple media
or in multiple copies. Nonetheless, the Software is designed and provided to
you as a single product to be used as a single product on Computers as
permitted by Sections 2 and 14. You are not required to use all component parts
of the Software, but you may not unbundle the component parts of the Software
for use on different Computers. You may not unbundle or repackage the Software
for distribution, transfer or resale. See Section 14 for specific exceptions to
this Section.4.3.
4.4 No Transfer. YOU MAY NOT RENT, LEASE, SELL, SUBLICENSE,
ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE
SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT
AS MAY BE PERMITTED HEREIN.
5. Updates.
If the Software is an upgrade or update to a previous version of LeahScape
software, you must possess a valid license to such previous version in order to
use such upgrade or update. After you install such update or upgrade, you may
continue to use any such previous version in accordance with its end-user
license agreement only if (a) the upgrade or update and all previous versions
are installed on the same device, (b) the previous versions or copies thereof
are not transferred to another party or device unless all copies of the update
or upgrade are also transferred to such party or device and (c) you acknowledge
that any obligation LeahScape may have to support the previous version(s) may be
ended upon the availability of the upgrade or update. No other use of the
previous version(s) is permitted after installation of an update or upgrade.
Upgrades and updates may be licensed to you by LeahScape with additional or
different terms.
7. DISCLAIMER. THE
FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY LEAHSCAPE AND ITS
AFFILIATES AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR LEAHSCAPE, ITS AFFILIATES
OR SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND
ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT
OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR
JURISDICTION, LEAHSCAPE AND ITS AFFILIATES AND SUPPLIERS PROVIDE THE SOFTWARE AND
ACCESS TO ANY WEBSITES, ONLINE SERVICES AND CD SERVICES AS-IS AND WITH ALL
FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS
OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR
OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET
ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS
DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES. The provisions of
Sections 7 and Section 8 will survive the termination of this agreement,
howsoever caused, but this will not imply or create any continued right to use
the Software after termination of this Agreement.
8. LIMITATION OF LIABILITY.
EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN
SECTION 14, IN NO EVENT WILL LEAHSCAPE OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO
YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY
CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST
SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR
FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A LEAHSCAPE
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES,
CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT
PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. LEAHSCAPE'S AGGREGATE LIABILITY
AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS
AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS
LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR
A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS
LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES.
9.
Export Rules. You agree that the Software will not be shipped, transferred or
exported into any country or used in any manner prohibited by the United States
Export Administration Act or any other export laws, restrictions or regulations
(collectively the "Export Laws"). In addition, if the Software is identified as
an export controlled item under the Export Laws, you represent and warrant that
you are not a citizen of, or located within, an embargoed or otherwise
restricted nation (including without limitation Iran, Syria, Sudan, Libya, Cuba
and North Korea) and that you are not otherwise prohibited under the Export
Laws from receiving the Software. All rights to use the Software are granted on
condition that such rights are forfeited if you fail to comply with the terms
of this agreement.
10. Governing Law. This agreement will be governed by and
construed in accordance with the substantive laws in force in: the State of
Massachusetts. The court of Middlesex County shall
have non-exclusive jurisdiction over all disputes relating to this
agreement. This agreement will not be governed by the conflict of law rules of
any jurisdiction or the United Nations Convention on Contracts for the
International Sale of Goods, the application of which is expressly
excluded.
11. General Provisions. If any part of this agreement is found void
and unenforceable, it will not affect the validity of the balance of this
agreement, which will remain valid and enforceable according to its terms. This
agreement will not prejudice the statutory rights of any party dealing as a
consumer. For example, for consumers in New Zealand who obtain the Software for
personal, domestic or household use (not business purposes), this agreement is
subject to the Consumer Guarantees Act. This agreement may only be modified by
a writing signed by an authorized officer of LeahScape. The English version of this
agreement will be the version used when interpreting or construing this
agreement. This is the entire agreement between LeahScape and you relating to the
Software and it supersedes any prior representations, discussions,
undertakings, communications or advertising relating to the Software.
13. Compliance with Licenses. If you are a business, company or
organization, you agree that upon request from LeahScape or its authorized
representative you will within thirty (30) days fully document and certify that
use of any and all LeahScape software at the time of the request is in conformity
with your valid licenses from LeahScape.
14. Specific Provisions and Exceptions.
This section sets forth specific provisions related to certain products and
components of the Software as well as limited exceptions to the above terms and
conditions. To the extent that any provision in this section is in conflict
with any other term or condition in this agreement, this section will supersede
such other term or condition.
14.1 Limited Warranty for Users Residing in
Germany or Austria. If you obtained the Software in Germany or Austria, and you
usually reside in such country, then Section 6 does not apply; instead, LeahScape
warrants that the Software provides the functionalities set forth in the
Documentation (the "agreed upon functionalities") for the limited warranty
period following receipt of the Software when used on the recommended hardware
configuration. As used in this Section, "limited warranty period" means one (1)
year if you are a business user and two (2) years if you are not a business
user. Non-substantial variation from the agreed upon functionalities will not
and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT
APPLY TO SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, UPDATES,
PRE-RELEASE, TRYOUT, STARTER, PRODUCT SAMPLER AND NOT FOR RESALE (NFR) COPIES
OF SOFTWARE, OR TO FONT SOFTWARE CONVERTED INTO OTHER FORMATS, WEB SITES,
ONLINE SERVICES, CD SERVICES OR SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE
EXTENT SUCH ALTERATION CAUSED A DEFECT. To make a warranty claim, during the
limited warranty period you must return, at our expense, the Software and proof
of purchase to the location where you obtained it. If the functionalities of
the Software vary substantially from the agreed upon functionalities, LeahScape is
entitled -- by way of re-performance and at its own discretion -- to repair or
replace the Software. If this fails, you are entitled to a reduction of the
purchase price (reduction) or to cancel the purchase agreement (rescission).
For further warranty information, please contact the LeahScape Customer Support
Department.
14.2 Limitation of Liability for Users Residing in Germany and Austria.
14.2.1 If you obtained the Software in Germany or Austria, and you
usually reside in such country, then Section 8 does not apply. Instead, subject
to the provisions in Section 14.2.2, LeahScape and its affiliates' statutory
liability for damages will be limited as follows: (i) LeahScape and its affiliates
will be liable only up to the amount of damages as typically foreseeable at the
time of entering into the purchase agreement in respect of damages caused by a
slightly negligent breach of a material contractual obligation and (ii) LeahScape
and its affiliates will not be liable for damages caused by a slightly
negligent breach of a non-material contractual obligation.
14.2.2 The
aforesaid limitation of liability will not apply to any mandatory statutory
liability, in particular, to liability under the German Product Liability Act,
liability for assuming a specific guarantee or liability for culpably caused
personal injuries.
14.2.3 You are required to take all reasonable measures to
avoid and reduce damages, in particular to make back-up copies of the Software
and your computer data subject to the provisions of this agreement.
14.3
Pre-release Software Additional Terms. If the Software is pre-commercial
release or beta software ("Pre-release Software"), then this Section applies.
The Pre-release Software is a pre-release version, does not represent final
product from LeahScape, and may contain bugs, errors and other problems that could
cause system or other failures and data loss. LeahScape may never commercially
release the Pre-release Software. If you received the Pre-release Software
pursuant to a separate written agreement, your use of the Software
is also governed by such agreement. You will return or destroy all copies of
Pre-release Software upon request by LeahScape or upon LeahScape's commercial release
of such Software. YOUR USE OF PRE-RELEASE SOFTWARE IS AT YOUR OWN RISK. SEE
SECTIONS 7 and 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH
GOVERN PRE-RELEASE SOFTWARE.
14.4 Tryout, Product Sampler, NFR, Additional
Terms. If the Software is tryout, starter, product sampler, or NFR software
("Tryout Software"), then the following Section applies. The Tryout Software
may contain limited functionality and is to be used for demonstration and
evaluation purposes only and not for your commercial purposes. YOUR USE OF
TRYOUT SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 7 and 8 FOR WARRANTY
DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN TRYOUT SOFTWARE.
14.5 TimeOut Software. If the Software is a timeout version then it will cease
operations after a designated period of time or number of launches following
installation. The license hereunder will terminate after such period or number
of launches unless extended by LeahScape upon your acquisition of a full retail
license.
14.8 Online Services.
14.8.1 The Software may rely upon or
facilitate your access to websites maintained by LeahScape or its affiliates or
third parties offering goods, information, software and services
("Online Services"). Your access to and use of any
website or online services is governed by the terms, conditions, disclaimers
and notices found on such site or otherwise associated with such services.
LeahScape may at any time, for any reason, modify or discontinue the availability
of any website and Online Services.
14.8.2 LeahScape does not control, endorse or
accept responsibility for websites or Online Services offered by third parties.
Any dealings between you and any third party in connection with a website or
Online Services, including delivery of and payment for goods and services and
any other terms, conditions, warranties or representations associated with such
dealings, are solely between you and such third party.
14.8.3 EXCEPT AS
EXPRESSLY AGREED BY LEAHSCAPE OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE
AGREEMENT, YOUR USE OF WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK UNDER
THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 7 AND 8.
If you have any questions regarding this
agreement or if you wish to request any information from LeahScape please use the
address and contact information included with this product.
LeahScape, FoxyProxy, FoxyProxy Plus, FoxyProxyPlus, FoxyProxy Pro, and FoxyProxy Professional
are either the registered trademarks or trademarks of LeahScape, Inc in the
United States and/or other countries. All other trademarks are the property of
their respective owners.
