SecureDELTA™ SDK v2.56.109

*** END USER LICENSE AGREEMENT ***

SecureDELTA™ SDK v2.56

IMPORTANT: PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THIS SOFTWARE.

The Software licensed under this Agreement consists of computer programs, libraries, data compilation(s) and documentation referred to as SecureDELTA, version 2.56 (the "Software", "SecureDELTA" or "SECUREDELTA")

"You" or "Licensee" means the entity evaluating SecureDELTA or the entity using a licensed version of SecureDELTA.

"COMPANY" or "Licensor" means the business entity agersoftware srl ("agersoftware", "agersoftware srl", "AgerSoftware S.R.L." or "AGERSOFTWARE" srl)

"Documentation" means the written or online posted documents or electronic information generally made available by Licensor to its customers relating to the operation and functionality of SecureDELTA, including user manuals, installation guides, and any "read me" or "help" files.

"Site" consists of a single physical address, unless otherwise specified and agreed upon in writing. Noncontiguous physical buildings are not the same "Site" for purposes of this EULA.

1. ACCEPTANCE

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE "ACCEPT" OPTION AND DOWNLOADING SECUREDELTA OR BY INSTALLING, USING, OR COPYING SECUREDELTA.

YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD, INSTALL, AND USE SECUREDELTA.

IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT "DECLINE" AND YOU MUST NOT INSTALL, USE, OR COPY SECUREDELTA.

1.1. LICENSE GRANT

By receiving, opening the file package containing SecureDELTA, and/or using SecureDELTA, you agree that this End User License Agreement(EULA) is a legally binding and valid contract and agree to be bound by it. You agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement.

Unless you have a different license agreement signed by agersoftware, your use of SecureDELTA indicates your acceptance of this license agreement and warranty.

Subject to the terms of this Agreement, agersoftware grants to you a limited, non-exclusive, non-transferable license, without right to sub-license, to use SecureDELTA in accordance with this Agreement and any other written agreement with agersoftware.

This Agreement entitles you to install and use one copy of SecureDELTA. You may install, use, access, display and run SecureDELTA at one "Site" under your ownership or control.  

In addition, you may make one archival copy of SecureDELTA. The archival copy must be on a storage medium other than a hard drive, and may only be used for the reinstallation of SecureDELTA at the same location where the archival copy has been made.

This Agreement does not permit the installation or use, of multiple copies of SecureDELTA, or the installation of SecureDELTA on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users.

Multiple copy use or installation is only allowed if you obtain an appropriate license and a licensing agreement for each user and each copy of SecureDELTA, from agersoftware or one of its distribution partners.

You agree that Remote access of SecureDELTA at the "Site" via modems, login or networks is not permitted. You agree to prevent transfer of SecureDELTA from the "Site" by use of administrative, hardware and/or software controls.

You may transfer SecureDELTA to another "Site" under your ownership or control, on a permanent basis, provided you retain no copies of SecureDELTA (including backup or archival copies) and the recipient agrees to the terms and conditions of this EULA. If the SecureDELTA copy is an upgrade, any transfer must include all prior versions of the SecureDELTA software, including all Media and Documentation.

For further information regarding multiple copy licensing of SecureDELTA, please contact agersoftware Sales Department at sales@agersoftware.com

1.2.1. PERPETUAL TERMS FOR REGISTERED VERSION LICENSE

The term of the license granted herein for the registered version of SecureDELTA shall be perpetual unless terminated by written notice by "You" for convenience or terminated by either party for material breach.  Immediately upon termination of this license for any reason, You shall return to agersoftware all copies of SecureDELTA and documentation.

 

1.2.2. REGISTERED VERSION LICENSE GRANT FOR SINGLE COPIES (NON-NETWORK USE).  

If You are a registered user of SecureDELTA, You are granted nonexclusive rights to install and use SecureDELTA by a single person who uses SecureDELTA only on one primary computer or workstation and optionally a secondary laptop computer or home computer, providing you are not using the Software concurrently on both locations.  You may copy SecureDELTA for archival purposes, provided that any copy must contain the original Software's proprietary notices in unaltered form.

 

1.2.3. REGISTERED VERSION LICENSE GRANT FOR NETWORK USE.

If You are a registered user of SecureDELTA, You are granted non-exclusive rights to install and use SecureDELTA and/or transmit SecureDELTA over an internal computer network, provided You acquire and dedicate a licensed copy of SecureDELTA for each user who may access SecureDELTA concurrently with any other user.  You may copy SecureDELTA for archival purposes, provided that any copy must contain the original Software's proprietary notices in unaltered form.

1.2.4.1. RUNTIME LICENSE FOR PAID (REGISTERED) LICENSEE USERS.

If You are a paid registered user of the "Software", You are granted nonexclusive rights to distribute the runtime applications called "SecureDELTA Installers" ("SecureDELTA Self Extracting Patch" files or "SecurePATCH" files) created by SecureDELTA on a royalty-free basis.

1.2.4.2. RUNTIME LICENSE FOR TRIAL USERS.

If You are and evaluating user of the "Software", You do not have the rights to distribute the runtime applications ("SecureDELTA Self Extracting Patch" files or "SecureDELTA Installers" or "SecurePATCH" files) created by SecureDELTA, under no circumstances

and under no environment that defines as production or commercial environment.

1.2.5. PURCHASE OF ADDITIONAL LICENSES

Registered users of SecureDELTA may purchase license(s) for additional authorized use of SecureDELTA in accordance with the "COMPANY" then-current volume pricing schedule.  

Such additional licenses shall be governed by the terms and conditions stated hereof.  

You agree that, absent agersoftware's express written acceptance thereof, the terms and conditions contained in any purchase order or other document issued by You to agersoftware for the purchase of additional licenses, shall not be binding on agersoftware to the extent that such terms and conditions are additional to or inconsistent with those contained in this Agreement.

If you do not agree to be bound by this agreement, immediately remove SecureDELTA from your computer and, if applicable, promptly return to agersoftware by mail any copies of SecureDELTA and related documentation and packaging in your possession.

1.2.6. RESTRICTIONS ON TRANSFER

Without first obtaining the express written consent of agersoftware, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to SecureDELTA.

agersoftware does not transfer the title of the "Software" to you; the license granted to you is not a sale. This agreement is a binding legal agreement between agersoftware and the evaluators (or purchasers, users) of the "Software".

2 EVALUATION LICENSE

2.1. EVALUATION LICENSE GRANT.

 

Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, license to install and use 1 (one) copy of the "Software" solely for evaluation and trial purposes subject to the terms and conditions of this Agreement.

The trial license of the "Software" does not extend to ant comercial or any other form of production and/or delivery environment.

 

If You have downloaded or otherwise received an evaluation version of the Software, You are authorized to use the Software on a royalty-free basis for evaluation purposes during the initial evaluation period of thirty (30) days.  During the evaluation period, You may copy the Software for archival purposes, provided that any copy must contain the original Software's proprietary notices in unaltered form.  You have the option to register for full use of the Software at any time during the evaluation period by following the instructions in the accompanying documentation and/or on the "Software" screens, including the payment of the required license fee.  Your use of the Software for any purpose after the expiration of the initial evaluation period is not authorized without written approval from agersoftware.

Upon expiration of the limited evaluation period, you must remove the "Software" from your computer or purchase a license for the "Software".

2.1.1. EVALUATION SOFTWARE USAGE IN PRODUCTION.

Evaluation Licensee may not use SecureDELTA in a production environment or in relationship with any commercial software or applications, being part of, or in connection with.  Licensee may not make any use, or engage in any distribution, of the "Software" except as expressly authorized herein.  

Licensee may not reverse engineer, decompile, disassemble, modify, alter in any way, show altered images of the "Software" or copies of the "Software", or without proper copyright acknowledgement, or make any other attempt to access the source code of the "Software", or make any additional copies of SecureDELTA for any purpose except such transient electronic copies as are necessary during the installation and use of a single copy of SecureDELTA on a single machine.

2.1.2.        ACKNOWLEDGMENT AND RESERVATION OF RIGHTS.

Licensee acknowledges and agrees that Licensor owns all intellectual property and other proprietary rights in and to SecureDELTA, including, without limitation, all trademarks, service marks and tradenames associated with SecureDELTA as listed herein: SecureUPDATE, SecurePATCH, SecureENCODE, SecureENCODING, SecureDECODE and SecureDECODING.  

Furthermore, Licensee acknowledges and agrees that this Agreement does not and shall not be construed to transfer or as a transfer, to Licensee, of any express or implied license to Licensor's intellectual property or other proprietary rights, except as expressly set forth herein.  

All rights not expressly granted herein are reserved to the "COMPANY", including the right to make use of any and all trademarks, service marks and/or tradenames associated with SecureDELTA as listed herein: SecureUPDATE, SecurePATCH, SecureENCODE, SecureDECODE, SecureENCODING and SecureDECODING as it sees fit.

You further acknowledge and agree that all rights, title, and interest in and to the "Software" are and shall remain the exclusive property of the "COMPANY".

2.1.3. YOUR DISTRIBUTION RIGHTS.

To the distribution level that you have licensed, and except as specified in Sections 2.1.9. and 2.1.11. below (EVALUATION SOFTWARE and NONREDISTRIBUTABLE FILES), you have the right to reproduce and distribute SecureDELTA files and SecureDELTA generated files ("SecurePATCH" files), provided that you agree to indemnify, hold harmless, and defend the "COMPANY" from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of your software product.

 

2.1.4. INSTALLATION AND SUPPORT.

Licensee is solely responsible for installation and configuration of SecureDELTA and does so at its own risk.

       

2.1.5. NON-COMPETITION.

Licensee shall not use all or any part of SecureDELTA, or any ideas, concepts, technology, know-how or other information embodied within or learned from SecureDELTA in any manner in competition with Licensor for a period of FIVE (5) years following the expiration or termination of this Agreement.

2.1.6. NO USE TO CREATE COMPETING PRODUCTS

YOU AGREE NOT TO USE SecureDELTA TO CREATE COMPETING PRODUCTS. You must not use SecureDELTA (or any part thereof including but not limited to provided Binary files, Generated Files, Object Code, Source Code and Documentation) to develop products competitive with SecureDELTA for a period of 5 (FIVE) years following the termination or during the lifetime of this agreement.

2.1.7. CONSULTANCY

YOU AGREE NOT TO USE SecureDELTA FOR CONSULTING AN INTERNAL OR EXTERNAL CLIENT, UNLESS CLIENT TO BE SERVED ALSO HAS SecureDELTA LICENSE.

You may not use SecureDELTA (or any part thereof) in connection with the provision of consulting or other services, whether for value or otherwise, on behalf of any third party unless both client and consultant hold current valid SecureDELTA EULAs.

2.1.8. NO RUNTIME LICENSE FOR EVALUATORS.

If You are a user of the Trial version of SecureDELTA, You are not granted any rights to distribute the runtime binary applications called "SecureDELTA Installers" ("SecureDELTA Self Extracting Patch Files", "SecureDelta Installers" or "SecurePatch files") produced by SecureDELTA and any related application of SecureDELTA if You do not have a Purchased License of the "Software".

2.1.9. UPGRADES AND SUPPORT SERVICES.

To use a version of SecureDELTA identified as an upgrade, you must also be licensed for the product identified by the "COMPANY" as eligible for the upgrade.

A product that is designated by the "COMPANY" as an upgrade, replaces and/or supplements the product that formed the eligibility for such upgrade and/or update.

You must use the resulting upgraded product only in accordance with the terms of this EULA. Any supplemental software code or "fixes" provided to you as part of the Technical Support Services shall be considered as part of the Software and subject also to the terms of this EULA.

2.1.10. EVALUATION SOFTWARE.

Evaluators are granted a limited license for the sole purpose of determining if SecureDELTA is suitable for their needs. Use of an Evaluation Copy of SecureDELTA for any other purpose by any person, partnership, corporation, government agency, educational facility, or other entity is strictly prohibited. You may not use an Evaluation Copy, notwithstanding other sections of this EULA, for commercial purposes, nor sell, or otherwise transfer it for value.

Commercial purposes include the right of use of SecureDELTA in the creation of publicly distributed computer software.

2.1.11. DISTRIBUTION.

SecureDELTA and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part except that you may make one copy for archive purposes only.

For information about redistribution of SecureDELTA Products and/or SecureDELTA related products, please contact agersoftware Legal Department at legal@agersoftware.com

2.1.12. NONREDISTRIBUTABLE FILES.

You may not distribute the runtime binaries (Agersoftware_Decode_Dll_DEMO_TRIAL_v2.55_x64.dll, Agersoftware_Encode_Dll_DEMO_TRIAL_v2.55_x64.dll, Agersoftware_Encode_Dll_Full_v2.55_x64.dll, Agersoftware_Decode_Dll_Full_v2.55_x64.dll, LexActivator.dll, SecureDELTA_Trial.exe, SecureDELTA.exe, SecureDELTA_Manual.chm (SecureDELTA™_Help_Manual.chm)) for any reason. Licensee may not rent, lease, sell or otherwise attempt to make any commercial gain through use or distribution of SecureDELTA.

3. SOFTWARE PURPOSE

The "Software" has been designed for human interaction to help create binary diff files and SecureDELTA Installers (SecurePATCH files) that are to be used for the sole purpose of update and/or patch other existing software files, in relationship to your clients, given that "You" have already acquired a license.

If is forbidden to run, execute or spawn SecureDELTA application automatically or under any other way locally or remotely, from the internet or LAN, without human interaction, contrary to the intentional use for which the "Software" has been created.

4. USE AGREEMENT

4.1 USE

Your license to use SecureDELTA is limited to the number of licenses purchased by you.. You shall not allow others to use, copy or evaluate copies of SecureDELTA.

4.2 USE RESTRICTIONS

You shall use SecureDELTA in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, use, display or distribution of SecureDELTA together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age is strictly prohibited.

Each licensed copy of SecureDELTA may be used on one single computer location by one user. Use of SecureDELTA means that you have loaded, installed, or run (including spawned or executed by human interaction or during an automated proces) SecureDELTA on a computer or similar device. If you install SecureDELTA onto a multi-user platform, server or network, each and every individual user of SecureDELTA must be licensed separately.

You may make one copy of SecureDELTA for backup purposes, providing you only have one copy installed on one computer being used by one person. Other users may not use your copy of SecureDELTA . The assignment, sublicense, networking, sale, or distribution of copies of SecureDELTA are strictly forbidden without the prior written consent of the "COMPANY".

It is a violation of this agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the use of SecureDELTA. If any person other than yourself uses SecureDELTA registered in your name, regardless of whether it is at the same time or different times, then this agreement is being violated and you are responsible for that violation!

You may also not: (i) permit others to use the Software, except for runtime suitability testing purposes;

(ii) modify or translate the Software;

(iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (v) develop or distribute applications that provide direct access to the Software's programming interface; (vi) bundle the Software in a development environment; (vii) copy the Software, except as expressly provided above; or (viii) remove or obscure any proprietary rights notices or labels on the Software.

4.3. COPYRIGHT RESTRICTION

This Software contains copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile SecureDELTA. Nor can you create any derivative works or other works that are based upon or derived from SecureDELTA in whole or in part.

4.4. OWNERSHIP

agersoftware's name, logo and graphics file that represents SecureDELTA, SecureUPDATE, SecurePATCH and all other agersoftware marks and trademarks shall not be used in any way to promote products developed with SecureDELTA.

the "COMPANY" retains sole and exclusive ownership of all right, title and interest in and to SecureDELTA and all Intellectual Property rights relating thereto.

4.5. INTELLECTUAL PROPERTY

agersoftware and its suppliers own SecureDELTA and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in SecureDELTA's design and coding methodology.  SecureDELTA is protected by EUROPEAN UNION copyright laws, United States copyright law and international treaty provisions.  This Agreement provides You only a limited use license, and no ownership of any intellectual property.

4.6. COPYRIGHTS.

Copyright law and international copyright treaty provisions protect all parts of SecureDELTA, products and services. No program, code, part, image, audio sample, or text may be copied or used in any way by the user except as intended within the bounds of the single user program. All rights not expressly granted hereunder are reserved for the "COMPANY"

4.7 LIMITATION OF RESPONSIBILITY.

You will indemnify, hold harmless, and defend the "COMPANY", its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of the "COMPANY" 's Software.

In no event (including, without limitation, in the event of negligence) will the "COMPANY", its employees, agents or distributors be liable for any consequential, incidental, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, SecureDELTA or the use or inability to use SecureDELTA or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort or any other theory including negligence.

the "COMPANY"'s entire liability, without exception, is limited to the customers' reimbursement of the purchase price of SecureDELTA (maximum being the lesser of the amount paid by you and the suggested retail price as listed by the "COMPANY") in exchange for the return of the product, all copies, registration papers and manuals, and all materials that constitute a transfer of license from the customer back to the "COMPANY"

4.8 WARRANTIES

Except as expressly stated in writing, the "COMPANY" makes no representation or warranties in respect of this Software and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose.

LICENSEE ACKNOWLEDGES THAT SECUREDELTA IS PROVIDED TO LICENSEE FOR EVALUATION PURPOSES ONLY.  SECUREDELTA IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  LICENSOR DOES NOT WARRANT THAT SECUREDELTA WILL BE BUG-FREE OR FREE FROM PROGRAM ERRORS.  LICENSOR DOES NOT MAKE ANY REPRESENTATIONS REGARDING SECUREDELTA AND DOES NOT MAKE ANY WARRANTY REGARDING THE USE, INSTALLATION, OR THE RESULTS OF THE USE OF SECUREDELTA.  

5. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE INSTALLATION, USE, OR INABILITY TO USE SECUREDELTA (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, DISRUPTION OF BUSINESS, LOSS OF PROFITS, OR ANY OTHER MATTER RELATING TO YOUR USE OR INABILITY TO USE SECUREDELTA or RELATED AGERSOFTWARE SOFTWARE PRODUCTS) OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SUBJECT THEREOF, WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, REGARDLESS WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS EULA SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  NO OBLIGATION OR LIABILITY SHALL ARISE FROM LICENSOR’S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ADVICE OR SERVICE RELATED TO THE INSTALLATION OR CONFIGURATION OF SECUREDELTA. Some states and jurisdictions do not allow exclusion or limitation of liability for consequential or incidental DAMAGES and so the above limits and exclusions may not entirely apply to licensee or may be limited by law.

6. CONFIDENTIALITY

SecureDELTA and related Documentation is confidential and trade secret information (the "Proprietary Information") that is proprietary to and solely owned by Licensor and its Licensors, together with all related copyrights and trademarks.  Licensee agrees to maintain the Proprietary Information in strictest confidence for the benefit of Licensor.  Licensee shall not make available or allow to be made available the Proprietary Information to any third party nor shall the Licensee use such Proprietary Information except as authorized by this Agreement.

7. INDEMNIFICATION

Licensee shall indemnify, defend, and hold harmless Licensor, and its directors, officers, trustees, shareholders, employees, subsidiaries, agents, successors and assigns from and against any and all claims, expenses, losses, damages, costs, liabilities and judgments, including without limitation reasonable attorneys’ fees and expenses, arising out of or relating to any claim, charge, suit, or threat of any kind by any third party resulting from or related to its use or misuse of SecureDELTA, failure to abide by the terms of this Agreement, or violation of any applicable law.

8. MISCELLANEOUS PROVISIONS

8.1        SEVERABILITY.  

The provisions of this Agreement are severable.  If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision is to that extent to be deemed omitted and not part of this Agreement.  The validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby and shall be valid and enforceable to the maximum extent permitted by law.

8.2        ASSIGNMENT.  

This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.  Notwithstanding the foregoing, Licensee shall not assign, sublicense, or otherwise transfer all or any part of this Agreement without the prior written consent of Licensor.

8.3        GOVERNING LAW and FORUM CHOICE.

This Agreement shall be governed by the law of the Romania applicable therein and shall be construed as having been made in, without regard to that state's choice of law rules or conflict of law provisions.  Licensee agrees that both venue and personal jurisdiction over Licensee shall be proper in a Romanian Court of Law where the "COMPANY" resides, for purposes of any disputes arising out of or related in any way to this Agreement, and Licensee hereby irrevocably consents to the jurisdiction of such courts.

You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Romania therefrom. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions.

8.4        INJUCTION RELIEF.  

Licensee acknowledges and agrees that monetary damages alone would not be an adequate remedy in the event of a material breach by Licensee of Licensee’s obligations under this Agreement and that, in such event, Licensor shall be entitled to injunctive relief to require Licensee to comply with Licensee’s obligations hereunder.

 

8.5        ENTIRE AGREEMENT

 

This Agreement constitutes the exclusive and entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to the subject matter hereof

8.6        MODIFICATION AND WAIVER

 

No modification of this Agreement and no waiver of any breach of this Agreement shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought.  No waiver of any breach of this Agreement and no course of dealing between the parties shall be construed as a waiver of any subsequent breach of this Agreement.  The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision.

9. TRADEMARK(s).

SecureDELTA is a trademark of the "COMPANY". No right, rights, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.

10. TERMINATION

Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this license. Upon termination of this license granted herein for any reason, you agree to immediately cease use of SecureDELTA and destroy all copies of SecureDELTA supplied under this Agreement.

This EULA is in effect until terminated. This EULA will terminate automatically if you fail to comply with the limitations described herein. On termination, you must destroy all copies of the Software.

The financial obligations incurred by you shall survive the expiration or termination of this license.

10.1. DISCLAIMER OF WARRANTY. LIMITATION OF LIABILITIES.  

AGERSOFTWARE PROVIDES THE SOFTWARE "AS-IS", PROVIDED WITH ALL POSSIBLE FAULTS AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. THIS DISCLAIMER CONCERNS ALL FILES GENERATED AND EDITED BY SECUREDELTA AS WELL. NEITHER AGERSOFTWARE NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

AGERSOFTWARE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY.  THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED.  

YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.  Where limitations are not allowed on how long an implied warranty may last, then the above limitations may not apply to You.  This warranty gives you specific rights, and You may have other rights which vary from jurisdiction to jurisdiction.  

To the extent that this Warranty Statement is inconsistent with the jurisdiction where You use the Software, the Warranty Statement shall be deemed to be modified consistent with such local law.  Under such local law, certain limitations may not apply, and you may have additional rights which vary from jurisdiction to jurisdiction.  For example, some states in the United States and some jurisdictions outside the United States may: (i) preclude the disclaimers and limitations of this Warranty Statement from limiting the rights of a consumer; (ii) otherwise restrict the ability of a manufacturer to make such disclaimers or to impose such limitations; or (iii) grant the consumer additional legal rights, specify the duration of implied warranties which the manufacturer cannot disclaim, or prohibit limitations on how long an implied warranty lasts.

INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL AGERSOFTWARE SRL OR ANY OF ITS SUPPLIERS, OWNERS, SHAREHOLDERS OR MEMBERS OF AGERSOFTWARE PAID IN FULL, PART TIME OR CONTRACTORS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF AGERSOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.  IN NO EVENT SHALL AGERSOFTWARE'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE LICENSE.

11. NO WAIVER. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or the subsequent actions in the event of future breaches.

11.1 EXPORT RESTRICTIONS

You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.  

As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S.  

Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.

11.1.1. MISCELLANEOUS TERMS AND CONDITIONS.  

This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties.  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.  This Agreement shall be construed under the laws of Romania, excluding rules regarding conflicts of law.  The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  This license is written in English, and English is its controlling language.

10.1.2. U.S. GOVERNMENT END USERS.

The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

11.1.3. LICENSEE OUTSIDE THE U.S.  

If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."); and  (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

11.2. CONSENT OF USE OF DATA.

You agree that the "COMPANY" may collect and use information gathered in any manner as part of the product support services provided to you, if any, related to SecureDELTA.

the "COMPANY" may also use this information to provide notices to you which may be of use or interest to you, in regard to but not limited to all terms and conditions agreed upon herein.

         

12. ENTIRE AGREEMENT.

This EULA is the entire agreement between you and the "COMPANY" relating to SecureDELTA application, version 2.55, and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to SecureDELTA or any other subject matter covered by this EULA.

       

Created, edited and Copyrights:        

agersoftware srl

Bucharest, Romania

EU

Contact:

sales@agersoftware.com

contact@agersoftware.com

support@agersoftware.com