SOFTWARE LICENSE AGREEMENT
This Software License Agreement (“Agreement”) governs your download, installation, and use of the ValuAdder Software (“Software”) computer program developed by the Haleo Corporation (“Haleo”) with which this Agreement is included. Please read this Agreement carefully before downloading, installing, or using the Software. This Agreement sets forth the terms and conditions for the licensing of the Software from Haleo to you. Downloading, installing, or using the Software indicates that you have read and understand this Agreement and accept its terms and conditions.
1. Single User License Grant
Haleo hereby grants you a non-exclusive, non-transferable, non-sublicensable license to download, install, and use a copy of the Software, in object code form only, only on computers owned or leased by you, and only for your own benefit. No other use of the Software or accompanying documentation (“Documentation”) is permitted. You may make copies of the Software and Documentation for your own backup purposes only. Except for downloading, installing, or backing-up of the Software and Documentation as permitted under this Section 1, you shall not copy, in whole or in part, the Software or Documentation, modify the Software, reverse engineer all or any portion of the Software, or rent, lease, distribute, sell, create derivative works of, or otherwise use the Software.
Allowing others to use your copy of the Software is strictly prohibited. It is also prohibited to: (a) give copies of the Software to any third party; (b) install the Software on computers used or owned by individuals who have not licensed the appropriate license(s) for the Software from Haleo; and (c) duplicate the Software by any other means including electronic transmission, except as expressly authorized by this Agreement.
Subject to the limited license granted under this Agreement, Haleo will retain all right, title, and interest in and to the Software and Documentation; except for the limited license granted under this Agreement you are granted no right or license to the Software or Documentation.
You agree that aspects of the Software and Documentation, including the specific design and structure of individual programs, and the source code of the Software, are Haleo’s confidential information and constitute trade secrets and/or copyrighted material of Haleo. Without limiting the other restrictions on your use of the Software and Documentation under this Agreement, you may not disclose, provide, or otherwise make available such confidential information, trade secrets, or copyrighted material in any form to any third party without the prior written consent of Haleo. You agree to implement reasonable security measures to protect such confidential information, trade secrets, and copyrighted material from unauthorized disclosure or use.
3. Limited Warranty
Haleo warrants that, for a period of thirty (30) days from the date of license through a retail store or directly from Haleo, the media on which the Software is furnished will be free of defects in materials and workmanship under normal use. This limited warranty extends only to you. Except for the foregoing, the Software is provided AS IS. Haleo does not warrant that the Software, Documentation, or any related services or content will be free from bugs, viruses, errors, or other program limitations or harmful components, or that you will be able to operate the Software without problems or interruptions. The foregoing limitations shall apply even if the above-stated limited warranty fails its essential purpose.
Your exclusive remedy and the entire liability of Haleo and its suppliers under this Agreement will be, at Haleo or its service center’s option, repair, replacement, or refund of the license fee paid for the Software if returned to the party supplying the Software to you within thirty (30) days from the date of the license with a dated receipt. If you obtained the Software by downloading it on your computer, and the Software did not install properly, contact Haleo customer support at www.valuadder.com.
The above limited warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Haleo does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
4. No Relationship
This Agreement does not create any special relationship between you and Haleo. This Agreement does not grant you any right to use any of Haleo’s trademarks, including the HALEO and VALUADDER trademarks. You may not hold yourself out as a representative of, endorsed by, authorized by, or otherwise affiliated with Haleo in any way.
EXCEPT AS SPECIFICALLY INCLUDED IN THIS AGREEMENT, HALEO DOES NOT MAKE ANY, AND HEREBY DISCLAIMS, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN NO EVENT WILL HALEO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, LOSS OF PROFIT, OR INVESTMENT, OR DATA, OR THE LIKE; OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL LOSSES, OR ANY OTHER LOSSES NOT REASONABLY FORESEEABLE ON ENTRY INTO THIS AGREEMENT; OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF HALEO OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HALEO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE UTILITY OF THE SOFTWARE OR DOCUMENTATION OR ABOUT THE RESULTS POSSIBLE THROUGH USE OF THE SOFTWARE OR DOCUMENTATION. YOU USE THE SOFTWARE AND DOCUMENTATION AT YOUR OWN RISK.
IN NO EVENT SHALL HALEO’S OR ITS SUPPLIERS’ LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE LICENSE FEE PAID BY YOU TO LICENSE THE SOFTWARE. HALEO WILL HAVE NO LIABILITY WHATSOEVER UNDER ANY THEORY TO ANY PERSON TO WHOM YOU PROVIDE REPORTS, ANALYSIS, OR INFORMATION GENERATED WITH THE USE OF (OR THE ATTEMPTED USE OF) THE SOFTWARE OR THE DOCUMENTATION. YOU SHALL INDEMNIFY AND DEFEND HALEO AGAINST ANY CLAIMS BY SUCH PERSONS.
SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HALEO AND YOU. HALEO WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.
This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software and Documentation. This Agreement will terminate immediately without notice from Haleo if you fail to comply with any provision of this Agreement. Upon termination, all rights granted to you under this Agreement will immediately terminate, and you shall immediately cease all use of the Software and Documentation and destroy all copies of the Software and Documentation in your possession or control.
7. Export Restrictions
The Software is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations (“the Acts”), and may be subject to export or import regulations in other countries. You agree to comply strictly with all the Acts and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import the Software.
8. General Provisions
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire Agreement between you and Haleo with respect to the download, installation, and use of the Software and Documentation. Haleo’s waiver of any term or breach of this Agreement will not be deemed a waiver of any other term or breach, concurrently or in the future. The terms of this Agreement may not be amended without Haleo’s signed, written agreement.
9. U.S. Government
The Software is a “commercial item” as that term is defined at 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) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014 (a)(1),(5). 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 and Documentation with only those rights set forth herein.
Manufacturer is Haleo Corporation, Inc. P.O. Box 344, Lake Oswego, OR 97034, USA.
This product includes software developed by the Apache Software Foundation (http://www.apache.org/).