This End-User License Agreement ("Agreement") is a legal agreement between you ("Licensee", as defined below) and Macabacus Inc. ("Macabacus") for the Macabacus software product that accompanies this Agreement, or that is subsequently provided to the Licensee pursuant to further order, including any associated media, printed materials and electronic documentation (collectively, the "Software", as defined below). By installing, copying, downloading, accessing or otherwise using the Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not accept and agree to the terms and conditions of this Agreement, Macabacus is unwilling to license the Software contained herein to Licensee. In that case, do not install, access or use the Software; rather, delete the Software from your computer or network in whatever form(s) it exists.
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
"Licensor" means Macabacus Inc.
"Licensee" means You or Your Company, unless otherwise indicated.
"Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to ((i) registration information, i.e. License key which is unique for a registration name of the Licensee; (ii) related explanatory written materials or files ("Documentation"); and (iii) Software setup files and code samples (if any); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Macabacus (collectively, "Updates").
"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
"User" means a single employee or individual engaged in the Use of the Software.
"System" means Windows OS, GNU/Linux, or Mac OS X, or any virtual machine.
"Host Application" means any Microsoft Office application with which use of the Software is intended.
You are granted a non-exclusive, non-transferrable License to Use the downloaded Software within a Host Application during the Software's evaluation period or for the term of the subscription you purchased. Where the software product under this License is does not require a license fee to be paid for the use of such software, it does not mean that there are no conditions for using such software.
The Software may be installed and Used by the Licensee within a Host Application for any legal personal or commercial purpose on any number of Systems. For Software requiring payment of a license fee for continued Use beyond any evaluation period, such fee must be remitted for each User of the Software. The Software can be copied and distributed under the condition that original copyright notice and disclaimer of warranty will remain intact and the Licensee will not charge money or fees for the Software product, except to cover distribution costs.
The Licensee will not have any proprietary rights in and to the Software. The Licensee acknowledges and agrees that the Licensor retains all copyrights and other proprietary rights in and to the Software.
This License does not transmit any intellectual rights on the Software. The Software and any copies that the Licensee is authorized by the Licensor to make are the intellectual property of and are owned by the Licensor. The Software is protected by copyright, including without limitation by Copyright Law and international treaty provisions. Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
The structure, organization and code of the Software are the valuable trade secrets and confidential information of the Licensor. The Licensee agrees not to decompile, disassemble or otherwise attempt to discover the source code of the Software. Any attempts to reverse-engineer, copy, clone, modify or alter in any way the Software or its installer program without the Licensor's specific approval are strictly prohibited.
Any information supplied by the Licensor or obtained by the Licensee, as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software.
Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give the Licensee any rights of ownership in that trademark.
LICENSEE AGREES THAT MACABACUS HAS MADE NO EXPRESS WARRANTIES TO LICENSEE REGARDING THE SOFTWARE AND THAT THE SOFTWARE IS BEING PROVIDED TO LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND. MACABACUS DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS.
Some states or jurisdictions do not allow the exclusion of implied warranties, so the above limitations may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WILL MACABACUS BE LIABLE TO LICENSEE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, INTERRUPTION TO BUSINESS, LOSS OF INFORMATION OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SUPPLY TO OR LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER OR NOT LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF THE SAME, AND WHETHER STYLED AS A CLAIM IN CONTRACT, TORT OR OTHER LEGAL THEORY.
LICENSEE ACKNOWLEDGES THAT NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY LICENSOR TO ANY PERSON OR COMPANY ON LICENSEE'S BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM DELIVERY TO LICENSEE OF THE SOFTWARE. LICENSEE HAS RELIED UPON ITS OWN SKILL AND JUDGMENT IN ACQUIRING THE SOFTWARE. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT A COMPLETE LIMITATION OF DAMAGES AS SET FORTH HEREIN, LICENSEE AGREES THAT ITS DAMAGES SHALL BE LIMITED TO ONE DOLLAR (USD). NOTHING HEREIN SHALL BE CONSTRUED AS ATTEMPTING TO ENFORCE RIGHTS AGAINST LICENSEE BEYOND THOSE PERMITTED BY APPLICABLE LAW.
Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
If a portion of this Agreement is held unenforceable, the remainder shall be valid. It means that if one section of the Agreement is deemed unlawful, the rest of the Agreement remains in force. A party's failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.