END-USER LICENSE AGREEMENT FOR APRYSE SYSTEMS INC. SOFTWARE –
ABLE2EXTRACT PROFESSIONAL version 18
IMPORTANT-READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (“You” or “Your”, either an individual or a single legal entity) and Apryse Systems Inc. (“Apryse”) for the 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 clicking “I agree” or by downloading, installing, copying, or otherwise using all or any portion of the SOFTWARE PRODUCT, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not download, install, copy or otherwise use the SOFTWARE. If you acquired the SOFTWARE on tangible media (e.g. CD) without an opportunity to review this license, you may promptly return the unused SOFTWARE PRODUCT to the place from which You obtained it within 30 days with proof of payment for a full refund.
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.
In this EULA, the following definitions apply:
“Computer” means one central processing unit (“CPU”) that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
“Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Apryse or agreed to in writing by Apryse.
“Use”, “Used” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the SOFTWARE in accordance with the SOFTWARE documentation.
- GRANT OF LICENSE
This EULA is a non-exclusive and non-transferable license and grants You the following rights:
Systems Software – You may install and Use one copy of the SOFTWARE PRODUCT on a single Computer at a time and only by one user at a time, or up to the Permitted Number of Computers and users. You may make a single copy of the SOFTWARE solely for archival purposes.
Network Storage/Use – You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, Used only to install or run the SOFTWARE PRODUCT on Your other Computers over an internal network; however, You must acquire and dedicate a license for each separate Computer on which the SOFTWARE PRODUCT is installed or run from the storage device. No other network use is permitted, including, but not limited to, use of the SOFTWARE, either directly or through commands, data or instructions from or to a Computer not part of Your internal network, for Internet or web-hosting services or by any user not licensed to Use this copy of the SOFTWARE through a valid license from Apryse.
No Concurrent Use – A single-Use license for the SOFTWARE PRODUCT may not be Used concurrently on different Computers, however, this agreement does allow a licensed user to install the SOFTWARE PRODUCT on both a work Computer and a home or laptop Computer, provided the SOFTWARE PRODUCT is not in use on both machines at the same time.
- DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
Copying Restrictions – You may make a single copy of the SOFTWARE PRODUCT for backup and archival purposes. Such copy shall include in readable format any and all proprietary and copyright notices contained on the original. Other than as contained in this agreement You may not copy the SOFTWARE PRODUCT, including any documentation. All such copies of the SOFTWARE PRODUCT are the proprietary information of Apryse and its suppliers and are subject to their copyrights.
Title – Apryse and its suppliers retain all title to the SOFTWARE PRODUCT, and all copies thereof, and no title to the SOFTWARE PRODUCT, or any intellectual property in the SOFTWARE PRODUCT, is transferred to You.
Limitations on Reverse Engineering, Decompilation, and Disassembly – You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, or otherwise attempt to derive source code from the SOFTWARE PRODUCT.
Separation of Components – The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one Computer.
Transfer – You may not rent, lease, sublicense or otherwise transfer all or any portion of the SOFTWARE PRODUCT or authorize any Use of the SOFTWARE by any other person except as expressly permitted hereby.
User Interface – You may not incorporate a graphical user interface or any interface of any kind in conjunction with the SOFTWARE PRODUCT.
Combination of Components – In conjunction with the prohibition against separation of components of the SOFTWARE PRODUCT, noted above, You may not create or add components to be used in combination with the SOFTWARE PRODUCT, if any purpose of such combination is to package, repackage, sell, resell, rent, sub-rent, lease or sublease any portion of the SOFTWARE PRODUCT to any third party to this EULA.
Prevention of Unauthorized Use – You shall not knowingly permit anyone to use any portion of the SOFTWARE PRODUCT, (a) for the purpose of deriving its source code, or (b) for purposes other than as authorized in this EULA.
END-USER COMPLIANCE – You agree to use all reasonable efforts to ensure that persons employed by You or under Your direction and control abide by the terms and conditions of this EULA. In the event that You become aware that the SOFTWARE PRODUCT is being used by such persons in a manner not authorized by this EULA, You shall immediately notify us in writing of such facts and You shall immediately use all reasonable efforts to have such unauthorized use of the SOFTWARE PRODUCT immediately cease, and to recover any copies of the SOFTWARE PRODUCT that were made in violation of this EULA. Notwithstanding any other form hereof, You will at all times remain responsible and liable for, and shall indemnify Apryse against any damages or claims arising out of or related to, any breach of this EULA by any authorized or unauthorized User of the SOFTWARE licenses to You hereunder.
Third Party Software – The SOFTWARE PRODUCT and its component parts are protected by Copyright and other proprietary rights of Apryse and one or more third party software vendors who are intended beneficiaries of this EULA. You may be held directly responsible by such vendors for acts relating to the SOFTWARE PRODUCT’s component parts that are not authorized by this EULA. To the maximum extent permitted by law, You waive all claims and causes of action against such third party software vendors that arise under this EULA or in connection with Your use of, or inability to use the SOFTWARE PRODUCT or its components. No such third party software vendors will have any liability of any kind to You in connection with any such claims or causes of action.
Termination – Without prejudice to any other rights, Apryse 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 and all of its component parts.
- UPGRADES AND SUPPORT
Apryse may offer to license to you, for a fee, upgrades to the SOFTWARE PRODUCT, and may or may not require you to agree to a new license agreement for the upgrade. If you are not required to agree to a new license agreement, then this agreement shall apply to and govern your use of such upgrade. If this agreement in respect of a SOFTWARE PRODUCT that is an upgrade of a Apryse product, You now may use that upgraded product only in accordance with this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that You licensed as a second product, the SOFTWARE PRODUCT may be used only as part of that single product package and may not be separated for use on more than one Computer.
Apryse is committed to providing customer and technical support to users of the SOFTWARE PRODUCT, for so long as the version of this SOFTWARE PRODUCT retains the same version number as the current version number of the SOFTWARE available for sale at the Apryse website. For example, product ABC v.2.0, would still be supported even if product ABC v.2.7 was being sold on our website. However, ABC v.2.0 would no longer be supported if product ABC v.3.0 was available for sale on the Apryse website. Customer and technical support shall include reasonable efforts problem investigation and problem solving by the Apryse customer and technical support team. Any patches or special fixes shall be made solely at the discretion of Apryse and subject to available Apryse resources, and may require payment of an additional fee. Additional information about Apryse support, including hours and how to contact us for support, is available at: www.investintech.com
All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets,” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by Apryse 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 either (a) make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes, or (b) install the SOFTWARE PRODUCT on a second Computer provided You keep the second installation solely for backup or archival purposes. You may not copy any printed materials accompanying the SOFTWARE PRODUCT.
- DUAL-MEDIA SOFTWARE
You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of medium You receive, You may use only one medium that is appropriate for Your single Computer. You may not use or install the other medium on another Computer.
- LIMITED WARRANTY
Apryse warrants that the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of thirty (30) days from the date of receipt when used in accordance therewith.
- CUSTOMER REMEDIES
Apryse’s and its suppliers’ entire liability and Your exclusive remedy shall be, at Apryse’s option, either (a) return of the price paid, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet Apryse’s Limited Warranty and which is returned to Apryse with a copy of Your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside Canada, neither these remedies nor any product support services offered by Apryse are available without proof of purchase from an authorized international source.
- NO OTHER WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVESTINTECH AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE PRODUCT.
- NO LIABILITY FOR CONSEQUENTIAL DAMAGES
To the maximum extent permitted by applicable law, in no event shall Apryse or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT, even if Apryse has been advised of the possibility of such damages. Because some provinces, states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.
- EXPORT RULES
You agree that the SOFTWARE will not be shipped, transferred or exported into any country or used in any manner prohibited by applicable export laws, restrictions or regulations.
- U.S. GOVERNMENT END USERS
The SOFTWARE and related documentation are “Commercial Item(s),” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
You agree that when licensing the Software for Use by the U.S. Government, or any contractor therefore, you will license consistent with the policies set forth in 48 C.F.R. §12.212 (for civilian agencies) and 48 C.F.R. §§227-7202-1 and 227-7202-4 (for the Department of Defense).
- GOVERNING LAW
This EULA shall be governed exclusively by the laws of the Province of Ontario, Canada without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario and further agrees to commence any litigation which may arise hereunder in the courts located in the city of Toronto, Province of Ontario.
Should You have any questions concerning this EULA, or if You desire to contact Apryse for any reason, please contact, or write:
Apryse Systems Inc.
500-838 West Hastings Street
Canada V6C 0A6
Phone: +1 604 200 4366
This Agreement, the SOFTWARE and any rights granted to You under this Agreement may not be transferred or assigned by you (including, without limitation, the granting of any security interest in the SOFTWARE or other transmission or communication of the SOFTWARE), in whole or in part, whether voluntarily, by operation of law, or otherwise , without the prior written consent of Apryse and any such attempted assignment or transfer shall be null and void.
To the extent that any provision of this Agreement is declared by a court or other lawful authority of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and You and Apryse will use their best efforts to substitute a new provision of like economic intent and effect for the illegal, invalid or unenforceable provision, and the remainder of this Agreement shall continue in full force and effect with respect to all other provisions.
- AMENDMENTS AND WAIVERS
No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure of Apryse in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.