Software End User License Agreement - The Engineer Lab
Our goal is to provide the client with the software, products and services necessary to achieve a complete solution to the client’s Information Technology needs. This includes elements required for a reliable Internet presence, email communication, and secure data warehousing, as well as traditional and online marketing.
By using the software, products and services provided by The Engineer Lab or accessing The Engineer Lab servers, you agree to all of the terms and conditions of this agreement. This includes access to The Engineer Lab Email Servers and/or use of Server Software to access email on the servers. If you do not agree to these terms, all services will be discontinued, activation of the account will cease and your account terminated.
In addition, The Engineer Lab has certain legal and ethical responsibilities consisting with the use of Internet servers and any other equipment involved in these services. We reserve the right to suspend or cancel a customer's access to any or all services provided by The Engineer Lab should it be found that the account has been inappropriately used.
This is a legal and binding agreement between The Engineer Lab and you, the Client.
Subject to the provisions contained herein and payment of applicable fees, The Engineer Lab hereby grants to you a non-exclusive, nontransferable, license to use its accompanying proprietary software application products (“Software”) for your own use. This “Software” includes but is not limited to use of the internet-based “Alphred Web Pro” as well as access to any “Software” on The Engineer Lab Servers. The laws of the United States and international treaties protect such “Software”.
II. RESTRICTED USE
The Engineer Lab retains all rights not expressly granted herein. This Agreement does not grant the Client any intellectual property rights in the “Software” except as stated above. Client shall not rent, lease, transfer or sublicense the “Software”. Client shall not under any circumstances nor shall Client permit a third party to (i) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct or discover the source code of the Software or (ii) prepare derivative of the Software or (iii) remove any product identification, The Engineer Lab, trademark or other notice from the Software. Any such copy made by you shall be subject to this Agreement and shall contain all of The Engineer Lab's notices regarding The Engineer Lab's, trademarks and other proprietary rights as contained in the Software originally provided to you.
The Software's organization, structure, sequence, logic, and source code are valuable to the Company. Any and all title, ownership rights, and intellectual property rights in and to the “Software” and Documentation shall remain at any and all times in The Engineer Lab. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable Federal Law, Florida State Law, or other law. This License does not give Client any rights to such content.
IV. LIMITED WARRANTY
The Engineer Lab warrants to the Client, for a period of ninety (90) days from the date of this agreement, installation of “Software”, or use of services, whichever is earlier, that it will replace any defective media on which the “Software” is provided and that the “Software”, if not modified and if properly installed and used, will substantially conform to the material specifications set forth in the documentation, Such warranties are for the Client’s benefit only and are not transferable. The Engineer Lab does not warrant that the Software will operate error free or uninterrupted or will meet your requirements. Except for the express warranties stated in this section, the “Software” are licensed "as is" and The Engineer Lab specifically excludes and disclaims all warranties of merchantability, fitness for a particular purpose, statutory non-infringement of third party intellectual property rights and any warranty that may arise by reason of trade usage, custom or course of dealing and Client hereby expressly waives any and all such warranties. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL THE ENGINEER LAB OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTIER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTFER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF YOUR PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF THE ENGINEER LAB SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTFER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
You may not download, use or otherwise export the “Software” or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the “Software” or underlying information or technology may be downloaded, used or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the “Software”, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
This Agreement is effective until terminated. The Engineer Lab may terminate this Agreement immediately if Client attempts to reverse engineer the “Software” or otherwise violate any of the restrictive uses as described herein. Otherwise, this Agreement may be terminated by either party for a breach of any of its material terms, provided the non-breaching party provides to the breaching party 30 days written notice describing such breach and offering the breaching party an opportunity to cure. Failure to cure a material breach within the notice period shall result in automatic termination of this Agreement. Should this Agreement be terminated for your material breach, Client agrees to remove all copies of the “Software” and all Documentation or any part of the “Software” and Documentation from any and all computer storage devices, and destroy the “Software” and all Documentation. At The Engineer Lab's request, Client or any of Client’s authorized signatory on the account, shall certify in writing to The Engineer Lab that all complete and partial copies of the Software and the Documentation have been destroyed and that none remain in Client possession or under its control. The provisions of this Agreement except for the Section I, "License Grant," shall survive.
CLIENT AGREES THAT IT SHALL DEFEND, INDEMNIFY, SAVE AND HOLD US HARMLESS FROM ANY AND ALL DEMANDS, LIABILITIES, LOSSES, COSTS AND CLAIMS, INCLUDING REASONABLE ATTORNEY'S FEES ASSERTED AGAINST US, ITS AGENTS, ITS CUSTOMERS, OFFICERS AND EMPLOYEES, THAT MAY ARISE OR RESULT FROM ANY SERVICE PROVIDED OR PERFORMED OR AGREED TO BE PERFORMED OR ANY PRODUCT SOLD BY CLIENT, IT'S AGENTS, EMPLOYEES OR ASSIGNS. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS US AGAINST LIABILITIES ARISING OUT OF; (1) ANY INJURY TO PERSON OR PROPERTY CAUSED BY ANY PRODUCTS SOLD OR OTHERWISE DISTRIBUTED IN CONNECTION WITH OUR SERVER; (2) ANY MATERIAL SUPPLIED BY CLIENT INFRINGING OR ALLEGEDLY INFRINGING ON THE PROPRIETARY RIGHTS OF A THIRD PARTY; ( 3) COPYRIGHT INFRINGEMENT AND (4) ANY DEFECTIVE PRODUCTS SOLD TO CUSTOMER FROM OUR SERVER (5) ACT OF BANKRUPTCY BY A CLIENT OR RESELLER OF OUR SERVICES AND PRODUCTS.
WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOUR BUSINESS MAY SUFFER. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED FOR SERVICES WE PROVIDE. THE ENGINEER LAB DISCLAIMS ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, WRONG DELIVERY, AND ANY AND ALL SERVICE INTERRUPTIONS CAUSED BY THE ENGINEER LAB AND ITS EMPLOYEES. THE ENGINEER LAB RESERVES THE RIGHT TO REVISE ITS POLICIES AT ANY TIME. FAILURE TO FOLLOW ANY TERM OR CONDITION WILL BE GROUNDS FOR IMMEDIATE ACCOUNT DEACTIVATION.
This Agreement represents the complete and exclusive statement of the agreements concerning this license between the parties and supersedes all prior agreements and representations between them. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND The Engineer Lab AGREES TO FURNISH THE “SOFTWARE” AND DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make. It enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting this Agreement. This Agreement shall be governed by and construed under the law of The State Florida as such law applies to agreements between Florida residents entered into and to be performed entirely within Florida, except as governed by Federal Law. The United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded, will not govern this Agreement.
The Engineer Lab may amend this Agreement to include additional services or to reflect changes in applicable law. The Client will be notified in such event.
U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor / manufacturer is The Engineer Lab. 560 10th St. 22, Holly Hill, FL 32117
Last Updated January 22, 2007
Copyright ©2007 The Engineer Lab, All Rights Reserved.