END-USER LICENSE AGREEMENT FOR ELEMENT DATASYSTEM SOFTWARE
ELEMENT® Version 4.0 (and higher)
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and PROMIUM, L.L.C. for the PROMIUM SOFTWARE PRODUCT identified above, which includes computer software and associated media and printed materials, and may include "online" or electronic documentation ("SOFTWARE PRODUCT" or "SOFTWARE"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE. This EULA grants you the following rights:
a. You may use an unlimited number of copies of the SOFTWARE PRODUCT identified above on an unlimited number of computers within a single physical laboratory or business facility. Facilities connected via Wide Area Network (WAN) or similar distance networking technologies are considered separate physical facilities and must obtain separate licenses for the software. The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. However, installation on a network server for the sole purpose of internal distribution to one or more other computer(s) within a single physical facility shall not constitute "use" for which a separate license is required.
b. Solely with respect to electronic documents included with the SOFTWARE, you may make an unlimited number of copies (either in hardcopy or electronic form), provided that such copies shall be used only for internal purposes and are not republished or distributed to any third party.
2. OWNERSHIP
a. Title. PROMIUM retains all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software, whether made by PROMIUM or any third party. You shall own all rights, title and interest to the information contained in any database created by you for use with the Product. You shall not, however, own any right, title or interest to the schema, structure or design of any databases developed for use with the Product by PROMIUM and may not disclose such schemas, structures or designs to a third party without the expressed written consent of PROMIUM.
b. Transfer. You may transfer the SOFTWARE PRODUCT, but only if the recipient agrees to accept the terms and conditions of this Agreement. If you transfer the SOFTWARE PRODUCT, you must transfer all computer programs and documentation and erase any copies residing on computer equipment. Your license is automatically terminated if you transfer the Software Product.
3. COPYRIGHT.
All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, code libraries, sub-components and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by PROMIUM or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may (a) make copies of the SOFTWARE PRODUCT solely for backup or archival purposes and (b) copy the SOFTWARE PRODUCT to a network server for the sole purpose of internal distribution to one or more other computer(s) within a single physical facility. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.
4. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
a. Restrictions on Use. You agree to use the Software only for your own business. You shall not (i) permit any parent, subsidiaries, affiliated entities or third parties to use the Software, (ii) process or permit to be processed the data of any other party, (iii) use the Software in the operation of a service bureau, or (iv) allow access to the Software through any terminals located outside of Customer's Site.
b. Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
c. Unauthorized use. You may not distribute, rent or lease or sublicense the SOFTWARE PRODUCT.
5. LIMITED SOFTWARE PRODUCT WARRANTY.
For 60 days from the date of shipment, we warrant that the media (for example, diskette) on which the SOFTWARE PRODUCT is contained will be free from defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect. We do not warrant the contents of the SOFTWARE PRODUCT or that it will be error free. The SOFTWARE PRODUCT is furnished "AS IS" and without warranty as to the performance or results you may obtain by using the SOFTWARE PRODUCT. The entire risk as to the results and performance of the SOFTWARE PRODUCT is assumed by you. To obtain warranty service during the 60-day warranty period, you may return the SOFTWARE PRODUCT (postage paid) with a description of the problem to Vendor. The defective media in which the SOFTWARE PRODUCT is contained will be replaced at no additional charge to you.
6. REMEDY.
If you do not receive media that is free from defects in materials and workmanship during the 60-day warranty period, you will receive a refund for the amount you paid for the SOFTWARE PRODUCT returned.
7. DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES. You understand and agree as follows:
a. The warranties in this agreement replace all other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose. To the maximum extent permitted by applicable law, PROMIUM and its suppliers disclaim and exclude all other warranties. In no event will our liability of any kind include any special, incidental or consequential damages, including lost profits, even if we have knowledge of the potential loss or damage. The user assumes the entire risk of using the program. Any liability of provider or manufacturer will be limited exclusively to product replacement.
b. We will not be liable for any loss or damage caused by delay in furnishing a Software Product or any other performance under this Agreement.
c. Our entire liability and your exclusive remedies for our liability of any kind (including liability for negligence except liability for personal injury caused solely by our negligence) for the SOFTWARE PRODUCT covered by this Agreement and all other performance or nonperformance by us under or related to this Agreement are limited to the remedies specified by this Agreement.
d. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state.
8. U.S. GOVERNMENT RESTRICTED RIGHTS.
The software product 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 DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the commercial computer software-restricted rights at 48 cfr 52.227-19, as applicable. Manufacturer is PROMIUM, L.L.C., 22522 29th Dr SE, Suite 205 Bothell WA 98021
9. TERMINATION.
Without prejudice to any other rights, PROMIUM may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT.
10. MISCELLANEOUS
This software is copyright © 1999-2008 PROMIUM, L.L.C., Redmond, Washington. All rights are reserved. If you acquired this product in the United States, this EULA is governed by the laws of the State of Washington.