updated on Thu Jan 26 16:09:46 UTC 2012

[aur-mirror.git] / granola-connect / LICENSE-fromgranola.txt

MiserWare, Inc.
P.O. Box 11498
Blacksburg, Virginia 24062

Only authorized licensees of MiserWare, Inc. may use this MiserWare, Inc. Software.  This Software is a copyrighted work owned by MiserWare, Inc. and it contains trade secrets and confidential proprietary information of MiserWare, Inc.  Any use of this Software by an unauthorized user and/or any use by an authorized licensee that fails to comply with the terms and conditions of the License Agreement set out below may constitute a breach of contract, copyright infringement and unlawful trade secret misappropriation in violation of U.S. and international laws.   

IMPORTANT- YOU MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT SET OUT BELOW BEFORE YOU CAN INSTALL OR USE THE SOFTWARE.
AFTER YOU HAVE READ THE TERMS AND CONDITIONS SET OUT BELOW, CLICK ON THE “I AGREE” BUTTON BELOW THIS WINDOW AND CONTINUE TO INSTALL THE SOFTWARE.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, CLICK ON THE “I DON’T AGREE” BUTTON BELOW THIS WINDOW AND DO NOT ATTEMPT TO INSTALL OR DOWNLOAD THE SOFTWARE.

BY CLICKING THE “I AGREE” BUTTON BELOW THIS WINDOW, YOU UNDERSTAND THAT YOU HAVE ENTERED INTO A BINDING LEGAL CONTRACT WITH MISERWARE, INC.  YOU FURTHER UNDERSTAND THAT THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT DEFINE YOUR LIMITED RIGHTS TO USE THE SOFTWARE AND IMPOSE UPON YOU IMPORTANT OBLIGATIONS AND RESPONSIBILITIES.  YOU AGREE TO COMPLY WITH, AND BE BOUND BY, THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT.

LICENSE AGREEMENT

MISERWARE, INC., WHOSE BUSINESS MAILING ADDRESS IS P.O. BOX 11498, BLACKSBURG, VIRGINIA 24062 ("LICENSOR") AGREES TO LICENSE TO LICENSEE (“YOU”) THE SOFTWARE DEFINED BELOW ONLY UPON: (1) YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, BY CLICKING ON THE “I AGREE” BUTTON BELOW THIS WINDOW TO INDICATE YOUR ACCEPTANCE; AND (2) YOUR REGISTRATION OF THIS LICENSE BY COMPLETING AND SUBMITTING THE ACCOMPANYING REGISTRATION FORM.  READ THIS LICENSE CAREFULLY.  IF YOU DO NOT AGREE TO THIS LICENSE AND TO REGISTER THE LICENSE, YOU MAY NOT INSTALL, DOWNLOAD OR USE THE SOFTWARE.  

1.      Definitions

The term "Software" means collectively the electronic copy of the computer software program known as Granola™ in run-time, executable code and associated Documentation(“Software”).     

The term "Documentation" means all associated electronic/hard-copy documentation related to the Software.

The term “Intellectual Property” means all works, including literary works, pictorial, graphic and sculptural works, architectural works, works of visual art, and any other work that may be the subject matter of copyright protection; patents and patent rights; any word, symbol, configuration or combination thereof used to identify goods and/or services or any other identifiers of goods and/or services that may be subject matter of trademark protection, including all applications and registrations therefore and associated goodwill; advertising and marketing concepts; information; data; formulas; designs; models; drawings; computer programs, including all Documentation, related listings, design specifications, and flowcharts; trade secrets; and any inventions, including all  know-how, processes, machines, manufactures and compositions of matter and any other invention that may be the subject matter of patent protection; and all statutory protection obtained or obtainable thereon.  

2.      Ownership

The Software is licensed (not sold) to You.  Licensor retains all right, title, and ownership of the Software and Documentation, all related Intellectual Property and all subsequent full or partial copies, enhancements, modifications and other derivatives of the Software and Documentation.  You agree and hereby assign to Licensor all right, title and interest to all Intellectual Property created by You during the term of this License Agreement that relates to the Software, whether created individually or as a joint venture, including without limitation all translations, reviews, recommendations, compilations, partial copies, modifications, updates and related intellectual property and know-how in connection therewith, regardless of the form or media in or on which the same may exist; subject to the terms of any applicable open source license (see Section 4 below), ownership of the same will be vested solely in Licensor.  With respect to copyrights, this assignment will be effective for the entire duration of the copyrights and will include, but not be limited to all rights to derivative works.  

3.      License Grant

        a. Authorized Uses. Subject to the terms and conditions of this License Agreement, Licensor grants You a nontransferable and nonexclusive license to use the Software Program in executable run-time code and to use the hard copy/electronic copy of the associated Documentation.  You may only load and run up to (30) copies of the Software Program on up to (30) computers and/or servers at a time.  You may make one archival copy of the Software for back-up purposes only, and You must hold such copy in a secure location and use only in the event and for so long as the operational copy ceases to function.  If You wish to load and/or run more than (30) copies of the Software, You must enter into a further License Agreement with Licensor.

        b. Prohibited Uses.  You shall not: (1) use the Software, except in strict accordance with the terms and conditions of this License Agreement; (2) copy any part of the Software; (3) distribute, rent, lease, sublicense or publicly display any portion of the Software; (4) modify or prepare derivative works of the Software; (5) use the Software commercially with or for the benefit of third parties; (6) permit any third party to access or use the Software; (7) decode, decompile, disassemble or otherwise reverse engineer the Software. 

        c. Transfer. This Software may not be transferred to any third party except as provided herein or by law.

        d.  Evaluations.  Your feedback and evaluation of the Software is encouraged.  Please submit all feedback to support@miserware.com.  

4.      Open Source Licenses

You understand and acknowledge that the Software incorporates materials and Intellectual Property that have been obtained by Licensor utilizing open source license Agreements.  Pursuant to the terms of such licenses, Licensor may not own the right, title and interest in materials, products or Intellectual Property that Licensor creates or develops using materials, products and/or Intellectual Property obtained by virtue of an open source license, and Licensor may be required to assign all right, title and interest and make such materials and Intellectual Property available for other open source licensees.  You understand and agree to be bound by the terms and conditions of any open source licenses that Licensor may be bound by with respect to the Software.  The terms of all relevant open source licenses can be accessed at the following URLs: http://www.opensource.org/licenses/bsd-license.php, http://www.opensource.org/licenses/mit-license.php.  By clicking the “I Agree” button below the window containing this license agreement, You acknowledge that You have either seen the terms and conditions of all such open source licenses relating to the Software or that You have had the opportunity to seek information from Licensor concerning the terms of all open source licenses and You have declined to exercise this right.  In the event that, contrary to the terms of this License Agreement, You are required to assign and/or relinquish any right, title or interest You may acquire in any materials, products or Intellectual Property that is based in whole or in part upon any materials, product or Intellectual Property that is subject to the terms of an open source license, nothing in this Section 4 shall be construed as limiting or affecting any rights of Licensor under this License Agreement.

5. Confidentiality

(a) The Software and Documentation, all related Intellectual Property, and any information learned or discovered by You about the performance of the Software in the course of use under this License constitutes proprietary trade secret information owned solely by Licensor (collectively, "Confidential Information"). Except as set forth in Section 5(b), You agree that You will not, without the express prior written consent of Licensor, (1) use the Confidential Information other than to use the Software as authorized by this License Agreement; (2) disclose any Confidential Information to any third party; or (3) fail to use best efforts to safeguard the Confidential Information from unauthorized use, copying, or disclosure. You acknowledge that a breach of this Section 5 may cause the Licensor irreparable harm and damages that are difficult to ascertain. Therefore, the Licensor, upon a disclosure or threatened disclosure of any Confidential Information, will be entitled to injunctive relief (without the requirement of posting bond), without limiting its other remedies under this License Agreement, in equity or at law. The obligations of this Section shall survive this License Agreement without limitation in duration. By clicking the “I Agree” button below, You consent to having any information that You provide to the Licensor processed and stored in the United States.

(b) You are hereby authorized to disclose information regarding the performance of the Software, provided that such information is (i) provided by Licensor to You in a software report; or (ii) obtained using techniques approved in writing by the Licensor.

6.      Support and Maintenance

Licensor may, in its sole discretion, provide support and maintenance services and/or may provide modifications, upgrades and customizations of the Software, provided that Licensor has no obligation under this License Agreement to provide such services.

7.      Warranties; Disclaimers; Limitations

        a. Licensor warrants that to the best of its knowledge the Software does not infringe the Intellectual Property rights of any third party.  Licensor makes no warranty or representation that the Software will be bug or error free, or, except as may be stipulated in the Documentation, that use of the Software will achieve any particular result(s).  EXCEPT FOR THE LIMITED EXPRESS WARRANTY STATED IN THIS LICENSE AGREEMENT, THIS SOFTWARE IS PROVIDED "AS IS WITH ALL FAULTS", AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU.  IN ADDITION, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES (I) OF MERCHANTABILITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF SYSTEM INTEGRATION; (IV) ARISING FROM USAGE, TRADE OR COURSE OF DEALING OR PERFORMANCE; (V) ARISING UNDER THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS; (VI) OF INFRINGEMENT; AND (VII) AGAINST INTERFERNCE WITH YOUR ENJOYMENT OF THE SOFTWARE.  

        THIS LIMITED WARRANTY DOES NOT APPLY AND WILL AUTOMATICALLY TERMINATE IN THE EVENT THAT YOU COMMIT ANY OF THE PROHIBITED ACTS SPECIFIED IN SECTION 3(B) ABOVE.

        b. You must notify Licensor in writing, within thirty (30) days of your acceptance of the Licensed Software of your claim of any alleged defect.  If Licensor determines that the Licensed Software is in fact defective, our sole obligation under this warranty is to remedy such defect in a manner consistent with our regular business practices.  In the event that we are unable to remedy such defect within a reasonable period of time, we may terminate the license granted hereunder by written notice to You, without further obligation.  

        c. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS LICENSE AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU AGREE THAT LICENSOR’S LIABILITY IN CONNECTION WITH THE SOFTWARE, WHETHER ARISING IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY SHALL NOT EXCEED ONE U.S. DOLLAR ($1).  

        YOU UNDERSTAND AND AGREE THAT LICENSOR IS NOT ENGAGED, AND DOES NOT PURPORT TO BE ENGAGED, IN YOUR BUSINESS AND YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISION YOU MAKE OR ACTION YOU MAY TAKE AS A RESULT OF YOUR USE OF THE SOFTWARE.  THE LIMITATIONS OF WARRANTIES, LIABILITIES AND REMEDIES UNDER THIS LICENSE AGREEMENT ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER TO OBTAIN THE SOFTWARE AT NO COST.  CUSTOMER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY LICENSOR CONTAINED HEREIN AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT OF THE REMEDY PROVIDED HEREUNDER.  THE ESSENTIAL PURPOSE OF THE LIMITED REMEDY PROVIDED CUSTOMER HEREUNDER IS TO ALLOCATE THE RISKS AS PROVIDED ABOVE.  You also agree that Licensor is not responsible for any loss of your data regardless of cause and that It is your responsibility to make regular data backups and to maintain and test data recovery procedures.

        d. Some states do not allow the exclusion of implied warranties, so the above limitations may not apply to You. This warranty gives You specific legal rights, and You may also have other rights which vary from state to state.

8.      Third Party Software; Your Warranties.  

You understand and agree that your use of the Software may involve or require the utilization of third party software and related software applications (collectively, “Third Party Software”).  You are responsible, at your sole expense, for determining, prior to using the Software, what Third Party Software may be utilized or required by your proposed use of the Software.  Further, You are responsible for obtaining all necessary licenses and/or permission (including without limitation the appropriate number of seat licenses) from the provider or licensor of the Third Party Software to use any Third Party Software that may be used with the Software.  In addition, You understand and agree that You are solely responsible for paying all license fees and charges and/or other costs relating to use of any Third Party software with the Software and that Licensor bears no responsibility for any such fees, charges and/or costs.  You represent and warrant that You own and/or have properly obtained a valid license or other permission from the provider or licensor of the Third Party Software to use any additional software, including without limitation any Third Party Software that may be used when You run and/or use the Software.  You further represent and warrant that any such license or permission permits You to use the Third Party Software with the Software and permits You to use the Third Party Software in such manner as You do in fact use the Third Party Software with the Software.      

9.      Indemnity

You agree to indemnify Licensor and hold Licensor (and its directors, officers, agents, and employees) harmless against any claim, judgment, damages or expenses (including reasonable attorneys’ fees) arising from a claim by any party alleging, in part or in whole, any of the following: (1) that your acts, including without limitation any written or oral advice, or omissions in connection with the Software and Documentation caused third party injury, damage, or loss of any type; (2) infringement of such party’s rights, including without limitation its Intellectual Property rights, following any act or omission by You in contravention of Section 3(b) of this License Agreement; (3) that your use of any Third Party Software in connection with your use of the Software violated the rights, including without limitation the contractual or Intellectual Property rights, of the provider or licensor of the Third Party Software; (4) that You failed to pay any part of fees, charges or other costs for use of any Third Party Software; (5) that You violated the terms of any open source license by which Licensor and You are bound pursuant to the provisions of Section 4 of this License Agreement; and/or (6) that You violated the confidentiality provisions set forth in Section 5 of this License Agreement.    

10.     Term and Termination

Once You accept this license by clicking on the “I Agree” box below, it continues for a period of ninety (90) days.  You may terminate this license at any time by ceasing all use of the Software and deleting all copies of the Software and Documentation in your possession and from all storage media.  Licensor may terminate this license at any time if You breach any term of this License Agreement.  Upon termination of this License Agreement for any reason, You agree to cease using the Software and to delete all copies (in a way that prevents undeletion) in your possession and/or from all storage media.  In addition, You agree to return any Confidential Information to Licensor.  Upon termination of this License Agreement, You must contact the Licensor to obtain another copy and/or version of the Software.  

11.     General Terms

        a. Taxes.  You shall, in addition to the other amounts payable under this License Agreement, pay all sales and other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this License Agreement.  You shall be responsible for the direct payment of sales taxes imposed by jurisdictions other than the Commonwealth of Virginia.  Without limiting the foregoing, You shall promptly pay to Licensor an amount equal to any such items actually paid, or required to be collected or paid by Licensor.

        b.  Entire License Agreement. This License Agreement is the entire License Agreement and supersedes any other written or oral License Agreement between the parties with respect to the Software.  This License Agreement cannot be modified except by a written instrument executed by duly authorized representatives of each party.

        c. Export.  You will comply fully with all export control laws and regulations of the United States Government and with any applicable laws and regulations of any other country and will indemnify, if requested, Licensor for any failure.

        d. Governing Law, Jurisdiction, Venue and Arbitration.  This License Agreement shall be governed by and construed in accordance with the laws of the United States and the Commonwealth of Virginia without reference to the choice of law principles thereof.  The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  If You are not a United States individual, then any claim or dispute arising out of, or related to, this License Agreement, or the making, performance, or interpretation thereof, will be finally settled by arbitration in accordance with the rules of the International Chamber of Commerce.  The award of the arbitrator will be the sole and exclusive remedy of the parties regarding any claims, counterclaims, issues, or accountings presented or pledged to the arbitrator.  The fees, costs, and expenses of the substantially prevailing party will be borne by the non-prevailing party.  Except as set forth above, each party irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Virginia and the state or federal courts located in Blacksburg, Virginia and hereby waives, to the fullest extent it may effectively do so, the defenses of lack of personal jurisdiction or forum inconveniens. 

        e. Severability. Should any term of this License Agreement be finally determined by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law and equity, the parties agree that such provision(s) shall be construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability, and that the other provisions of this License Agreement shall remain unaffected.

        f.  Waiver.  The waiver or failure of Licensor to exercise in any respect any right provided for in this License Agreement shall not be deemed a waiver of any further right under this License Agreement.

        g.  Relationship of Parties. The parties hereto are independent parties, and nothing in this License Agreement or the conduct of the parties pursuant hereto shall establish, or be construed to establish, a relationship of principal/agent, franchisor/franchisee, employer/employee, master/servant, or otherwise.

        h.  Survivability.  The rights and obligations of both parties, which by their nature would continue beyond the termination or transfer of this License Agreement will so survive, including without limitation, the provisions of Sections 2, 3(b), 4, 5, 6, 7, 8, 9, and 11.

        i.  Costs of Enforcement.  You agree to pay Licensor for all reasonable expenses it may incur in enforcing any provision of this License Agreement.  

        j.  Government Use.  The Software is provided to the Government only with restricted rights and limited rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013(C) (1) (ii), as applicable. 


Software License Agreement
©2009 MiserWare, Inc.
All rights reserved under copyright laws of the United States