Software License Agreement
Last Modified: September 14, 2016
Please read the following Software License Agreement for software products (hereinafter “Software”) provided by Concept Software, Inc. The definition of Software in this license agreement includes any updates, modification, bug fixes, upgrades, enhancements, or other modifications.
This is a LEGAL AGREEMENT between YOU and CONCEPT SOFTWARE and by clicking “I AGREE,” YOU are agreeing to be bound by the terms of this License Agreement. If you do not wish to accept the terms of this License Agreement, do not click “I AGREE.” Electronically downloading and using this software program is only allowed by those who accept this License Agreement. Therefore, your downloading and use of this software program is conditioned on your acceptance of the terms and conditions of this License Agreement. If you do not wish to accept this License Agreement, do not use the software program and promptly (within 30 days of purchase) return it for a full refund.
1. NO TRANSFER OF OWNERSHIP
A. No title to or ownership of the Software, and associated manuals and documentation, or to any copyright, trademark, trade secret or other proprietary intellectual property rights to the Software, and associated manuals and documentation, is transferred to you under this Agreement, except as explicitly authorized in this Agreement.
B. Any copyright or trademark notices, product identification marking or description, or notices of proprietary restrictions in the software or documentation may not be removed or altered, including, but not limited to, the following trademarks and logos: The SoftwareKey System™, Protection PLUS™ (PLUS), Instant PLUS, Instant Protection PLUS, SOLO Server™ (SOLO), Instant SOLO Server(SM) Electronic License Activation™ (ELA), and Electronic License Management™ (ELM) logos.
C. All rights not respectfully granted to you under this Agreement are reserved to Concept Software, Inc.
2. LICENSE GRANT
One or more of the following license grant(s) will apply to you depending on which licenses you purchase from Concept Software, Inc. To determine which license grant(s) apply to you, refer to the matrix below and also review the list of licenses describing your permitted use of the Software by going to https://www.softwarekey.com, choosing Customer Login at the top, and logging into your customer account. From this portal, you can view and print license keys and invoices, download Software updates, and purchase Software upgrades and maintenance renewals.
|Product Name||License(s) Granted to You|
|Protection PLUS||2(A), 2(B)|
|Instant Protection PLUS||2(A), 2(B)|
|AutoCrypt SL including Protection PLUS technology||2(A), 2(B)|
|SOLO Server Lite||2(C)|
Regardless of whether one or more of the following license grant(s) found in Sections 2(A), 2(B), or 2(C) below apply to you, you agree to the remainder of this Agreement in its entirety.
A. Design Time Developer Tools and Components: Concept Software, Inc. hereby grants you a non-exclusive, non-transferable license to use this Software, including but not limited to developer specific components which shall remain on your development computer. Refer to the license in your customer account to determine which Software edition(s) were purchased, the number of licenses purchased, and for which operating system(s). You may install and use the Software on the number of development workstations for which you have a license. Refer to the license in your customer account to determine which Software edition(s) were purchased, the number of licenses purchased, and for which operating system(s) and/or platform(s).
B. Run Time Distributable Components: When run-time tools are included in your software, Concept Software, Inc. hereby grants you a non-exclusive, transferable, royalty-free license to use the Run Time Distributable Components (“Run-time Tools”) which are identified in the user’s manual, which may be included as part of your software developed with this Software. This non-exclusive, transferable, royalty-free license is limited to just your software and not to any secondary software created by your software.
C. Server Tools and Components: Any identified server tools and components may be installed on a server operating system used to provide other computers with web interface and/or license validation, activation, and update services without additional royalties. The Software may not be used to license applications created by another entity so as to compete with Concept Software, Inc. Refer to the license in your customer account to determine the number of Internet domain name(s) / URL(s) which may be used with the server and how many computers or virtual machines may use the Software.
Except for the licenses granted herein, you further shall not rent, lease, distribute, sell, or create derivative works of this Software. You may not adapt, translate, reverse engineer, de-compile, disassemble, modify, or otherwise attempt to discover the source code of the Software in whole or in part. Except as explicitly authorized in this Agreement, Concept Software, Inc. owns and retains all right, title, and interest in the Software, manuals, Documentation, and any and all other related materials you are not acquiring any rights of ownership in the Software, manuals, Documentation or any and all other related materials.
All rights not respectfully granted to you under this Agreement, including but not limited to license rights and intellectual property rights, are reserved to Concept Software, Inc.
3. PROHIBITIONS AGAINST INTELLECTUAL PROPERTY RIGHTS
A. The Software, and associated manuals and documentation, were each independently created and are protected by U.S. copyright laws and international treaty provisions. They may not be copied, in whole or in part, except as authorized in this License Agreement.
B. You shall not remove, obscure, or alter any notices of copyright, trademark or other proprietary notice or legends appearing in or on any Software, and associated manuals and documentation, of Concept Software, Inc., and shall reproduce all such notices on all copies of the Software, and associated manuals and documentation, as it appears. You acknowledge and agree any Software licensed to you by Concept Software, Inc., associated manuals, associated documentation and associated database structure contain copyrighted material which is owned exclusively by Concept Software, Inc.
C. The Software, and associated manuals and documentation, may not be copied except that one (1) copy of the Software, and associated manuals and documentation, may be made for backup or archival purposes. Any other copying not expressly authorized by this Agreement is prohibited.
D. Any threatened violation or actual violation of this Agreement is agreed to be a willful violation of the rights of Concept Software, Inc. Any threatened violation or actual violation shall result in irreparable harm to Concept Software, Inc. and shall entitle Concept Software, Inc. to an injunction as well as to other legal remedies, including an award of attorney’s fees and costs.
Unless expressly stated otherwise, as long as the Software is used by you and/or is in your possession, the terms of this Agreement shall survive termination of this Agreement.
5. RIGHTS ON TERMINATION
Concept Software, Inc. has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of Software or Documentation. On termination, (a) all rights granted to you under this Agreement cease and you will promptly cease all use and reproduction of the Software and Documentation and (b) you will promptly return all copies of the Software to Concept Software, Inc. or destroy all of your copies of the Software and so certify to Concept Software, Inc. in writing within fourteen (14) days of termination. Sections 2, 8, 9, and 10 will survive termination or expiration of this Agreement as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach or default.
6. TRIAL EDITION LICENSE
When evaluating components of the Software, Trial Editions may be used in a development environment for an evaluation for no longer than the specified evaluation period (typically determined by the date the evaluation of the Software is requested). The Trial Editions may only be used for evaluation, and redistribution of any trial libraries or protected applications is prohibited.
7. U.S. GOVERNMENT LICENSE GRANT – RESTRICTED RIGHTS
The Software, manuals, documentation, and other materials were developed at private expense by Concept Software, Inc., PO Box 770459, Winter Garden, FL 34777. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in the Federal Acquisition Regulation (FAR 12.212; 27.400 through 27.409; and 52.227-19) and other U.S. Government agency acquisition regulations such as Department of Defense Federal Acquisition Regulations (DFARS 252.227-7015; and 227.7202), as applicable. The license grant to the U.S. Government shall be the same as that customarily provided to the public unless inconsistent with Federal procurement law.
8. LIMITED WARRANTY AND REFUND POLICY
If you are not happy with the Software, you have within thirty (30) days from purchase to (1) uninstall the Software, (2) destroy the manual and all other
documentation and materials provided by Concept Software, Inc., and (3) email Concept Software, Inc., through https://www.softwarekey.com/contact/, to confirm these steps have been accomplished and to request a refund. Concept Software, Inc. shall provide you a 100% return on your purchase price after such verification is received, but only if completed and received within 30 days of purchase. There is no refund, or any value, otherwise.
THERE ARE NO REFUNDS FOR SERVER PRODUCTS SUCH AS SOLO LITE OR SOLO SERVER.
THE WARRANTIES SET FORTH DIRECTLY ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, OR STATUTORY OF ANY KIND OR NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (d) ANY AND ALL WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND (e) ANY AND ALL WARRANTIES OF TITLE AGAINST THIRD PARTY INFRINGEMENT.
9. LIMITATION OF LIABILITY
A. Concept Software, Inc.’s liability for damages resulting from use of the Software shall in no event exceed the amount of license fees paid by you to Concept Software, Inc. under this License Agreement. Concept Software, Inc. shall not in any case be liable for damages incurred by third party users of applications that incorporate Software and/or Software licensing functions. Your implementation of the Software is in no way influenced by Concept Software, Inc. its officers, employees or agents. The foregoing provision shall be enforceable to the maximum extent permitted by applicable law.
B. CONCEPT SOFTWARE, INC. SHALL NOT IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR OTHER SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY), WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY OR ANY OTHER PECUNIARY LOSS, ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE, MANUAL, DOCUMENTATION, OR OTHER MATERIALS, EVEN IF CONCEPT SOFTWARE, INC. OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. You agree to defend and indemnify Concept Software, Inc. and to hold it harmless from and against any and all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including attorney fees and expenses) arising out of or relating to any of your activities or inaction and/or arising out of or relating to any actions or claims of your customers.
10. LIMITATIONS PERIOD
No action arising out of or in connection with this Agreement or the transactions contemplated by the Agreement may be brought by either party against the other more than spelled number of days 365 days after the action accrues.
11. BREACH OF AGREEMENT – TERMINATION
Any breach of one or more of the provisions of this License Agreement shall result in immediate termination of this License Agreement. You shall then immediately discontinue use of and return all copies of the Software, manuals and documentation to Concept Software, Inc. or supply a certificate of destruction of all copies. All provisions of this License Agreement that protect the rights of Concept Software, Inc. shall survive termination.
You may not assign, sublicense, or transfer your rights or delegate your obligations under this Agreement without Concept Software, Inc.’s prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.
You agree to abide by U.S. and other applicable export control laws and agree not to transfer the product to a foreign national, or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom Concept Software, Inc. is prohibited from transacting business under applicable law.
This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party.
15. SUPERSEDING AGREEMENTS
In the event that you have entered into a written agreement with Concept Software, Inc., which applies to the same product license(s) as this Agreement, negotiated separately from this Agreement, some terms of which are in conflict with the terms of this Agreement, the differing terms in that negotiated agreement shall prevail if, and only if, said written agreement expressly states that those differing terms supersede the terms in this Agreement. Otherwise, Section 23 of this Agreement applies.
16. WAIVER OF CONTRACTUAL RIGHT
The failure of Concept Software, Inc. to enforce any provision of this Agreement shall not be construed as a waiver or limitation of any rights of Concept Software Inc. to subsequently enforce and compel strict compliance with every provision of this Agreement.
You are responsible for compliance with all laws and regulations governing export outside the United States of any product containing the Software, such as obtaining and renewing licenses or permits and financial reporting obligations.
The headings used are for convenience only.
19. APPLICABLE LAW
This agreement shall be governed by the laws of the State of Florida, without regard to conflict of law provisions.
In the event of any dispute between the parties arising out of this Agreement, the dispute shall be resolved by arbitration under the rules of the American Arbitration Association by an arbitrator agreed upon in writing by the parties. In the event the parties cannot agree upon the choice of an arbitrator, each party shall appoint one individual representative and the two party representatives shall, between themselves, chose an arbitrator.
21. THIRD-PARTY LICENSES
This Software includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit. (https://www.openssl.org/). This Software includes cryptographic software written by Eric Young (firstname.lastname@example.org).
In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
23. ENTIRE AGREEMENT
This Agreement is the entire agreement between you and Concept Software, Inc. relating to the subject matter of this Agreement and superseded all prior and
contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.