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IMPORTANT-READ CAREFULLY: This
End-User License Agreement ("EULA") is a legal agreement between
you (either an individual or a single entity) and Volian
Enterprises Inc. for the Volian software product identified
above, which includes computer software and may include
associated media, printed materials, "online" or electronic
documentation, and Internet-based services ("Product"). The
Software also includes any software updates, add-on components,
web services and/or supplements that the Licensor may provide to
You or make available to You after the day You obtain Your
initial copy of the Software to the extent that such items are
not accompanied by a separate license agreement or terms of use.
An amendment or addendum to this EULA may accompany the Product.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING,
COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO
NOT INSTALL OR USE THE PRODUCT AND CONTACT VOLIAN ENTERPRISES
IMMEDIATELY.
1. Volian Enterprises, Inc. (Volian) hereby grants you the
nonexclusive, non-transferable right to:
(a) Use the software contained in this package (software) called
VE-PROMS, during the term of this Agreement to support the
designated site(s) specified in the contract between your
company and Volian. Use of this software at another corporate
facility is permitted provided its use is restricted to the
support of operations at the designated site(s).
(b) Use the documentation contained in this package
(documentation) at the designated sites and another corporate
facility supporting the licensed site(s) during the term of this
Agreement.
(c) Make one copy of the software and the documentation for
archival or backup purposes, provided that such copies contains
all of the restrictive and proprietary legends of Volian and
others that are contained in or appear on the software and
documentation.
2. Restrictions. You agree that you may not:
(a) Remove, alter or destroy any restrictive or proprietary
markings or legends of Volian or of others that are contained in
or appear on the software or documentation.
(b) Use the software or documentation at sites other than those
designated in Paragraph 1.(a) or at other corporate facilities
in support of operations at sites other than those so
designated.
(c) Use the software, or permit it to be used, in any computer
service, business, timesharing, or other multiple user
arrangement for or with users who are not licensed by Volian to
use the same software.
(d) Copy the software or documentation, except and to the extent
provided in Paragraph 1(c).
(e) Loan, sublicense, distribute, lease, disclose or transfer
the software or the documentation, in whole or in part, to any
third party without prior written consent of Volian.
(f) Include the software or documentation or any part or parts
thereof in any software or documentation developed by or for you
without prior written consent of Volian.
(g) Reverse engineer or otherwise reduce the software to
human-perceivable form.
(h) Use the software, documentation or any portion thereof after
any expiration, termination or cancellation of this Agreement or
any license granted hereunder.
(i) Use a Product identified as an upgrade unless you are
licensed for the product identified by Volian as eligible for
the upgrade. After upgrading, you may no longer use the product
that formed the basis for your upgrade eligibility. You may use
the resulting upgraded product only in accordance with the terms
of this EULA.
3. DISCLAIMER OF WARRANTY,LIMITATIONS OF REMEDIES AND LIABILITY.
(a) Volian has attempted to provide software which will perform
as described in the associated documentation. Volian, however,
does not warrant the software or the associated documentation.
THE SOFTWARE AND DOCUMENTATION CONTAINED IN THIS PACKAGE ARE
PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY WITH RESPECT TO ITS MERCHANTABILITY OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE. You assume the entire risk arising from
the selection and use of the software, and Volian shall have no
liability for any errors, malfunctions, defects, or loss of data
resulting from or related to the use of the software and/or the
associated documentation.
(b) Volian shall not be liable to you for any indirect, special
or consequential damages or lost profits, interruptions or
delays, loss of information and the like, arising out of or
related to the use of or the inability to use the software or
the associated documentation for any reason whatsoever, even if
the possibility of such damages were reasonably foreseeable or
within the knowledge of Volian. In no event shall Volian's
liability hereunder extend beyond replacing the software and/or
the associated documentation or exceed the purchase price paid
for same.
(c) Some states may not recognize the foregoing limited
warranty, limitation of remedies and/or limitation of liability
and, if you qualify, you may have different and/or additional
rights and remedies. You should consult the applicable law in
your state in this regard.
4. Term. The term of this Agreement and the license granted to
you, pursuant to Paragraph 1, shall commence upon your
acceptance of this EULA and shall terminate upon
termination/cancellation by Volian or the end-user.
5. Termination/cancellation. This Agreement and the license
granted herein may be terminated/cancelled by Volian in the
event you are in breach of any material provision of this
Agreement. In addition, Volian may terminate/cancel this
Agreement and any license granted to Licensee hereunder if:
(a) Licensee fails to pay Licensor any license fee or monetary
charge associated with this software package;
(b) Licensee is in default of any other provision hereof and
such default is not cured within ten days after Licensor gives
Licensee written notice thereof; or
(c) Licensee becomes insolvent or seeks protection, voluntarily
or involuntarily, under any bankruptcy law.
In the event of any termination/cancellation of this Agreement
or of any license granted hereunder, Licensor may:
(a) Require that Licensee cease any further Use of the licensed
Product or any portion thereof and immediately return the same
and all copies thereof, in whole or in part, to Licensor; and
(b) Cease performance of all Licensor's obligations hereunder,
without liability to Licensee.
Licensor's foregoing rights and remedies shall be cumulative and
in addition to all other rights and remedies available to
Licensor in law and in equity.
Volian or the end-user must communicate its intent to terminate
via written media to the other party. Upon termination or
cancellation of the VE-PROMS license, the Licensee agrees to
return all copies of the latest version of the software and
documentation to Volian within ten days of termination. The
Licensee will confirm in writing that all previous versions of
the software and documentation have been destroyed.
6. General.
(a) This Agreement is the entire agreement and understanding of
the parties with respect to the software and documentation, and
supersedes all prior oral, written or other representations and
agreements. This Agreement may only be amended in writing by an
authorized officer of Volian, and Volian expressly rejects all
other modifications to this Agreement and all additional terms
and conditions.
(b) Title in and to the software and documentation remain
exclusively in Volian, subject to the express, limited and
nonexclusive license granted to you pursuant to Paragraph 1.
(c) The software and documentation may not be exported outside
of the United States without Volian's prior written permission
and, if Volian gives such permission, the exportation of the
software and documentation shall be subject to the Export
Administration Regulations of the United States Department of
Commerce.
(d) This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
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