Software License Agreement for FrameScript

THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER, ELMSOFT, AND FINITE MATTERS LTD. (“FML”), A COMMONWEALTH OF VIRGINIA CORPORATION.

PLEASE CAREFULLY READ THIS SOFTWARE LICENSE AGREEMENT BEFORE LOADING THE SOFTWARE ONTO YOUR COMPUTER. BY LOADING OR USING THE SOFTWARE YOU ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT LOAD THE SOFTWARE ON YOUR COMPUTER.

DEFINITION

The term “SOFTWARE” shall mean the computer programs and any related documentation and materials in this package, and any upgrades, copies, and modifications thereto. The term “SOFTWARE” shall include the FrameScript applications and associated documentation.

SOFTWARE LICENSE

1. Grant of License

Subject to the terms and conditions of this Agreement, ElmSoft grants to you a non-exclusive license to use the SOFTWARE on a single-user, multi-user, or networked system. You may not run the SOFTWARE more than once simultaneously. If you wish to run the SOFTWARE more than once simultaneously, you must purchase an additional license for each simultaneous use.

2. Copyright

By your acceptance of this agreement, you acknowledge that the SOFTWARE is exclusively owned by ElmSoft and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g., a book or musical recording) EXCEPT that you may either (a) maker one copy of the SOFTWARE solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the SOFTWARE without obtaining permission from ElmSoft.

By accepting this Agreement, you do not become the owner of the SOFTWARE, but you do have the non-exclusive right to use the SOFTWARE in accordance with this Agreement. You agree that the structure and organization of the SOFTWARE constitute valuable trade secrets of ElmSoft, and you agree to hold such trade secrets in confidence.

3. Other Restrictions

You may not sell, rent, or lease the SOFTWARE. You may not reverse engineer, decompile, or disassemble the SOFTWARE. You agree to not, directly or indirectly, disassemble, decompile, reverse-engineer, make derivations of, translate, adapt, modify or alter, the SOFTWARE, in whole or in part, or do any other act to ascertain the design, structure, and/or organization of the SOFTWARE. You agree not to attempt to evade or break the protection mechanism of the SOFTWARE.

4. Term and Termination

This license is effective until terminated. You may terminate it at any other time by destroying the SOFTWARE and any copies. This license will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition. Upon such termination you agree to destroy the SOFTWARE and any copies.

LIMITED WARRANTY

1. Limited Warranty

ElmSoft warrants only that the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of 90 days from the date of receipt. Any implied warranties on the SOFTWARE are limited to 90 days.

YOU MUST, HOWEVER, ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE SOFTWARE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SOFTWARE. ELMSOFT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE PROGRAM IS FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.

2. Customer Remedies

ElmSoft’s entire liability and your exclusive remedy shall be, at ElmSoft’s option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE that does not meet ElmSoft’s Limited Warranty and which is returned to ElmSoft with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or mis-application. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. THESE REMEDIES ARE NOT AVAILABLE OUTSIDE OF THE UNITED STATES OF AMERICA.

3. Limitation of Liability

You agree that ElmSoft’s sole and entire liability, at ElmSoft’s option, shall be limited to the replacement of the SOFTWARE or a refund of the purchase price.

ELMSOFT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTY THAT THE SOFTWARE DOES NOT INFRINGE ON THIRD PARTY RIGHTS.

IN NO EVENT SHALL ELMSOFT BE LIABLE FOR ANY INCIDENTAL, DIRECT OR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OTHER PECULIARLY LOSS, GOOD WILL, OR LOSS OF USE) ARISING OUT OF OR INABILITY TO USE THIS
ELMSOFT’S PRODUCT, WITH RESPECT TO THE SOFTWARE AND RELATED MATERIALS OR ARISING OUT OF THIS AGREEMENT OR FROM NEGLIGENCE, EVEN IF ELMSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TAXES

You are responsible for paying any sales or use tax imposed at any time whatsoever on the license of the SOFTWARE.

U.S. GOVERNMENT RESTRICTED RIGHTS

The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii)of The Rights in Technical Data and Computer Software clause at 52.227-7013. Contractor is Finite Matters Ltd., 3064 River Road West, Suite B, Goochland, Virginia 23063

GOVERNING LAW

This Agreement is governed by the laws of the Commonwealth of Virginia.

GENERAL

Any amendment to this Agreement shall be in writing and signed by authorized representatives of each party.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ELMSOFT RELATING TO THE USE OF THE SOFTWARE.

If you have any questions concerning this agreement, contact FML at:

Finite Matters Ltd.
3064 River Road West, Suite B
Goochland, Virginia 23063
804-556-1180 telephone
804-556-1183 fax
info@fml.com

FrameScript is a registered Trademark of FML.

 

 

 

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