The following glossary of terms applies to all Golden Software, LLC offerings and services that Golden Software may provide to its customers.
Affiliate means any corporation, partnership or other entity (including a trust) directly or indirectly controlling, controlled by, or under common control with the LICENSEE (for the purposes of this definition "control" (including "controlling", "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity (including a trust), whether through the ownership of voting securities or by contract or otherwise).
Documentation means all user reference documentation that Golden Software provides.
End-User License Agreement (EULA) is a legal agreement between Licensee and Golden Software, LLC for the received Software Products. http://www.goldensoftware.com/terms-of-use
Licensee means you as either an individual or single entity who enters into the Golden Software End-User License Agreement.
Perpetual License means a license to use a version of the Software Product for which applicable license fees have been paid, indefinitely, unless terminated by Golden Software or Licensee as authorized under the appropriate agreement. All products are sold as perpetual licenses unless otherwise noted.
Software Maintenance is a subscription program that Golden Software provides which entitles the Licensee to Software Product version updates and other benefits. Purchase of a Surfer or Grapher Perpetual license includes one year of Software Maintenance.
Software Product means computer software and may include online or electronical documentation, associated media, and printed materials.
Subscription. Golden Software, LLC sells Software Products as a software subscription which provides Licensee a time-limited license to use Software Product. Upon expiration of the subscription, Licensee is no longer licensed to use Software Product. Licensee may renew software subscription at any time and re-enable the license. Any updates and upgrades are available to Licensee at no additional cost during subscription period. Subscription includes all other Software Maintenance benefits.
Update is a release of a new version of a Software Product. It may be a minor version update which may include bug fixes and minor enhancements or a major version update which may include bug fixes, new features, and enhancements.
Upgrade is a discount program where the Licensee exchanges a previous version Software Product for the current version. The previous version is no longer valid for use once it is upgraded.
This Golden Software, LLC End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) ("LICENSEE") and Golden Software, LLC for the received software product(s), which include(s) computer software and may include "online" or eleBy installing, copying, or otherwise using the SOFTWARE PRODUCT or any UPDATES (as defined below), you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, or use the SOFTWARE PRODUCT, and promptly return the entire unused SOFTWARE PRODUCT to your place of purchase for a full refund.
In addition, by installing, or otherwise using any updates or releases that you have received as part of the SOFTWARE PRODUCT (''UPDATES''), you agree to be bound by the additional license terms that accompany such UPDATES. If you do not agree to the additional license terms that accompanies such UPDATES, you may not install, or use such UPDATES.
SOFTWARE PRODUCT LICENSE
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold. The SOFTWARE PRODUCT consists of product documentation, sample applications, tools and utilities, and miscellaneous technical information, (individually identified as "COMPONENT" and collectively as "COMPONENTS"). The rights regarding the COMPONENTS of the SOFTWARE PRODUCT are described below unless otherwise indicated.
- GRANT OF LICENSE. Golden Software, LLC grants to LICENSEE a personal, nonexclusive, nontransferable license to install and use the SOFTWARE PRODUCT for which the applicable license fees have been paid.
- COPY RESTRICTIONS. This SOFTWARE PRODUCT and the accompanying COMPONENTS are copyrighted. You may copy SOFTWARE PRODUCT in its entirety. You may not copy COMPONENTS separate from the SOFTWARE PRODUCT. All SOFTWARE PRODUCT copies must be complete and include the copyright notice. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this EULA. You may make 1 personal copy of the printed materials accompanying the SOFTWARE PRODUCT or print copies of any user documentation for personal use by licensee only. All copies of printed materials or user documentation must include the copyright notice.
- Single-User License. As the LICENSEE, you may use, or designate one individual within your organization or Affiliate organizations to install and use the SOFTWARE PRODUCT on a single computer. LICENSEE may permit the single authorized user to install a second copy for the end user's exclusive use on a second computer as long as only 1 copy of SOFTWARE PRODUCT is in use at any time. You may access the registered version of the SOFTWARE PRODUCT through a network, provided that you have obtained individual licenses for the SOFTWARE PRODUCT covering all users that will access the software through the network. For instance, if four (4) different users access the SOFTWARE PRODUCT on the network, each user must have his/her own SOFTWARE PRODUCT license. A user can install and activate a single-user license up to the permitted number of activations provided they are the only individual accessing SOFTWARE PRODUCT. You may not distribute copies of the SOFTWARE PRODUCT to individuals outside your organization or Affiliate organizations. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE PRODUCT. You may not modify, adapt, translate, or create derivative works based on the written materials without the prior written consent of Golden Software, LLC. Golden Software, LLC retains title and ownership of the SOFTWARE PRODUCT or any copy.
- Concurrent-Use License. As the LICENSEE, individuals within your organization or Affiliate organizations may use SOFTWARE PRODUCT on computer(s) on a network, but the number of simultaneous users may not exceed the number of acquired license seats. You may not distribute copies of the SOFTWARE PRODUCT to individuals outside your organization or Affiliate organizations. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE PRODUCT. You may not modify, adapt, translate, or create derivative works based on the written materials without the prior written consent of Golden Software, LLC. Golden Software, LLC retains title and ownership of the SOFTWARE PRODUCT or any copy.
- Trial, Evaluation, and Beta License. SOFTWARE PRODUCTS acquired under a trial or evaluation license or subscription or under a beta testing program are intended for evaluation and testing purposes. Any such use is at LICENSEE's own risk, and the SOFTWARE PRODUCTS do not qualify for Software Maintenance. If LICENSEE does not convert to a purchased license or subscription prior to the expiration of the evaluation term, LICENSEE may lose any customizations made during the evaluation term.
- Educational Program License. LICENSEE agrees to use SOFTWARE PRODUCTS under an educational program solely for educational purposes. LICENSEE is permitted to use SOFTWARE PRODUCTS for Administrative Use. Administrative Use means administrative activities that are not directly related to instruction or education such as asset mapping or construction modelling. LICENSEE shall not use SOFTWARE PRODUCTS for revenue-generating or for-profit purposes.
- TRANSFER RESTRICTIONS. This SOFTWARE PRODUCT is licensed only to you, the LICENSEE, and may not be transferred to another entity without the prior written consent of Golden Software, LLC. Any unauthorized transferee of the SOFTWARE PRODUCT shall be bound by the terms and conditions of this EULA. Enabling others to use your product key(s), license string(s) or serial number(s) is strictly prohibited. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the SOFTWARE PRODUCT on a temporary or permanent basis except as expressly provided herein.
- TERMINATION. This EULA is effective until terminated. This EULA will terminate with notice from Golden Software, LLC if you fail to comply with any provision of this EULA. Upon termination you shall destroy the written materials and all copies of the SOFTWARE PRODUCT previously licensed to you.
- UPDATES. Golden Software, LLC may create, from time to time, updated versions of the SOFTWARE PRODUCT. At its option, Golden Software, LLC will make such updates available to the LICENSEE.
- SUPPORT SERVICES. Golden Software, LLC may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the Golden Software, LLC policies and programs described in the user manual, "online" documentation, and/or Golden Software, LLC provided materials. Any supplemental items provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.
- COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT, the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by Golden Software, LLC. 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 single computer provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE PRODUCT except as provided in Section 2 - COPY RESTRICTIONS.
- UPDATE LICENSE TERMS. Additional license terms may accompany UPDATES. By installing, copying, or otherwise using any UPDATE, you agree to be bound by the terms accompanying each such UPDATE. If you do not agree to the additional EULA terms accompanying such UPDATES, do not install, or otherwise use such UPDATES.
- EXPORT RESTRICTIONS. You agree that neither you nor your affiliates intend to or will, directly or indirectly, export or transmit the SOFTWARE PRODUCT or related documentation and technical data (or any part thereof), or your software application product to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.
- U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT is a commercial item, developed at private expense, provided to LICENSEE under this EULA. IF LICENSEE is a US government entity or US government contractor, Golden Software licenses LICENSEE in accordance with this EULA under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Manufacturer is Golden Software, LLC/809 14th Street/Golden, CO 80401-1866.
DISCLAIMER OF WARRANTY
THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOLDEN SOFTWARE, LLC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
Golden Software agrees to indemnify and hold harmless LICENSEE, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of any third party action or threatened action brought against LICENSEE based on Golden Software's violation misuse, misappropriation, or infringement of any Intellectual Property Right.
WITH THE EXCEPTION OF INDEMNIFICATION OBLIGATIONS, GOLDEN SOFTWARE LLC'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL NOT EXCEED THE PRICE PAID FOR THE SOFTWARE PRODUCT.
NO LIABILITY FOR DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOLDEN SOFTWARE, LLC OR ITS SUPPLIERS BE LIABLE FOR ANY 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 THIS GOLDEN SOFTWARE, LLC PRODUCT, EVEN IF GOLDEN SOFTWARE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
MISCELLANEOUS. This Disclaimer and Limitation of Liability are governed by the laws of the State of Colorado. If this product was acquired outside the United States, then local law may apply.
Should you have any questions concerning this EULA, or if you desire to contact Golden Software, LLC for any reason, please contact in writing:
Golden Software, LLC
809 14th Street
Golden, CO 80401-1866.
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