MetaTeam 1.1.982

EULA - End User License Agreement

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EVISIONER INCORPORATED SOFTWARE LICENSE AGREEMENT

Evisioner Incorporated
70A Todd Pond Road
Lincoln MA 01773
USA
This Software License Agreement is a legal document between the individual or entity (inclusive of subsidiaries) that has licensed the Evisioner Incorporated ("Evisioner") provided software ("Software") under the terms and conditions of this agreement ("Licensee") and Evisioner. The individual installing the Software on behalf of the Licensee must read this document before completing the install and using the Software and any accompanying documentation.

By clicking the "I agree" button during installation, or by otherwise installing the Software, the individual installing the Software represents and warrants that he or she has authority to enter into this agreement with Evisioner on behalf of the Licensee, that he or she has read the terms and conditions herein and that the Licensee accepts and agrees to be bound by the terms of this Software License Agreement, including, without limitation, the warranty disclaimers, limitation of liability and termination provisions below, whether or not the Licensee evaluates or purchases the Software. The Licensee agrees that this agreement is enforceable to the same degree as any written agreement negotiated and signed. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Software and must uninstall and destroy all copies of the Software. Please go to our Web site at http://www.evisioner.com/license.jsp to download and print a copy of this Software License Agreement for your files.
1. RESTRICTED RIGHTS NOTICE

The Software was developed entirely at private expense and is commercial computer software provided to the Licensee with RESTRICTED RIGHTS.
2. SOFTWARE LICENSE

Subject to the terms of this agreement, including limitations defined herein, Evisioner grants to the Licensee, and the Licensee accepts from Evisioner, a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable License to use the Software.

(a) License Grant. Upon acceptance of this Software License Agreement Evisioner grants the Licensee a perpetual,
worldwide, non-exclusive, non-sublicensable license limited by the terms herein to install and run one copy of the Software on one server computer. Each subsequent purchase of the Software requires the Licensee to enter a separate license agreement. During such time as Evisioner may offer the Licensee an evaluation period or trial version of the Software, for a period delineated at the time of offer, a single individual may install the Software on a single computer for the indicated period of time offered by Evisioner, during which period no other installations of the Software shall be installed on behalf of the Licensee, after which period elapses the Licensee must completely remove the Software or purchase a license for continued use under the terms of this Software License Agreement. Evisioner reserves all rights in and to the Software. Reverse engineering of the Software is strictly prohibited.

(b) Server Use. The Licensee may install one copy of the Software on a computer for the purpose of enabling the Licensee to use the software as designed for business activities not involving providing access to the Software as a service to third parties, paid or free, unless such third parties are in the employee of the Licensee or contracted by the Licensee to perform paid service to the Licensee wherein use of the Software is incidental. No other network use is permitted, including without limitation using the Software for Internet or Web-hosting services or by any user not licensed to use this copy of the Software through a valid license from Evisioner.

(d) Title. Title to the Software is not transferred to the Licensee. Ownership of all copies of the Software and of copies made by the Licensee is vested in Evisioner, subject to the rights of use granted to the Licensee in this Software License Agreement.

(f) Other Restrictions. The Licensee may not loan, rent, lease, sublicense, distribute, provide a commercial service, paid or free, or otherwise transfer all or any portion of the Software, or the use of the software, to third parties as expressly provided herein. The Licensee may not modify, adapt or translate the Software. Licensee will not knowingly take any action that would cause the Software to be placed in the public domain. Licensee will comply with applicable law and Evisioner’s instructions regarding the use of the Software and agrees to notify its employees and agents who may have access to the Software of the restrictions contained in this Software License Agreement and to ensure their compliance with these restrictions. LICENSEE AGREES THAT IT IS SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE SOFTWARE FOR ITS INTENDED USE AND WILL INDEMNIFY AND HOLD HARMLESS EVISIONER FROM ANY THIRD PARTY SUIT TO THE EXTENT BASED UPON THE ACCURACY AND ADEQUACY OF THE SOFTWARE IN ITS USE. WITHOUT LIMITATION, THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS, SECURITY SYSTEMS OR AIR TRAFFIC CONTROL EQUIPMENT, OR IN ANY CIRCUMSTANCES WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
3. INTELLECTUAL PROPERTY RIGHTS

Acknowledgement of Evisioners Rights. Licensee acknowledges that the Software and any copies that the Licensee is authorized by Evisioner to make are the intellectual property of and are owned by Evisioner and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Evisioner and its suppliers. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Licensee acknowledges that Evisioner retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the Software and any accompanying documentation. Licensee will take no actions which adversely affect Evisioner’s intellectual property rights in the Software. Except as expressly stated above, this Software License Agreement does not grant the Licensee any intellectual property rights in the Software. Notifications of claimed copyright infringement should be sent to license@evisioner.com within ten (10) business days.
4. LIMITED TRANSFER RIGHTS

Notwithstanding the foregoing, Licensee may transfer all its rights to use the Software to another legal entity provided that: (a) Licensee also transfers this Software License Agreement, the Software, including all copies, updates and prior versions, to such person or entity; (b) Licensee retains no copies; (c) the receiving party secures a written confirmation of the terms of license from Evisioner, such confirmation not being unreasonably withheld; and (d) the receiving party accepts the terms and conditions of this Software License Agreement. Notwithstanding the foregoing, Licensee may not transfer any education, non-profit, pre-release, evaluation, or not-for-resale copies of the Software or any copy of the Software that has not been paid for.
5. EDUCATIONAL, PRE-RELEASE AND EVALUATION PRODUCT ADDITIONAL TERMS

If the product the Licensee has received with this license is a pre-commercial release, market test release or beta Software ("Pre-release Software"), or is provided under the terms of this Software License Agreement without payment to educational and/or non-profit organizations ("Educational Software") then this Section applies. In addition, this section applies to all evaluation and/or demonstration and/or free version copies of Evisioner software ("Evaluation Software") and continues in effect until the term of evaluation or trial expires or the Licensee purchases a license to the Software. To the extent that any provision in this section is in conflict with any other term or condition in this Software License Agreement, this section shall supersede such other term(s) and condition(s) with respect to the Pre-release and/or Evaluation Software, but only to the extent necessary to resolve the conflict. Licensee acknowledge that the Pre-release Software does not represent final product from Evisioner, and may contain bugs, errors and other problems that could cause system or other failures and data loss. CONSEQUENTLY, THE PRE-RELEASE AND/OR EDUCATIONAL SOFTARE AND/OR EVALUATION SOFTWARE IS PROVIDED "AS-IS" WITH NO WARRANTIES FOR USE OR PERFORMANCE, AND EVISIONER DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE AND/OR EDUCATIONAL SOFTARE AND/OR EVALUATION SOFTWARE, BUT IT MAY BE LIMITED, EVISIONER’S LIABILITY SHALL BE LIMITED TO THE SUM OF FIVE DOLLARS (USD $5) IN TOTAL. At the end of the period of evaluation or use of the Software, Educational Software, Pre-release Software or Evaluation Software, the Licensees license will expire unless otherwise extended by Evisioner. Access to any data created with the Evaluation Software is entirely at the Licensees risk. Licensee acknowledges that Evisioner has not promised or guaranteed that Pre-release Software will be made available for commercial license at any time in any form under any terms and that Evisioner has no express or implied obligation to offer Pre-release Software in a commercial release. Licensee acknowledges that Educational Software, Pre-release Software or Evaluation Software is provided to the Licensee without any obligation of support by Evisioner or any third party, now or in the future.
6. LIMITED WARRANTY AND LIMITATION OF LIABILITY

(a) Limited Warranty and Customer Remedies. Evisioner warrants to the person or entity that first purchases a license for use of the Software pursuant to the terms of this Software License Agreement that (i) the Software will perform substantially in accordance with any accompanying Documentation for a period of ninety (90) days from the date of receipt, and (ii) any support services provided by Evisioner shall be substantially as described herein and as permitted by applicable law. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Evisioner’s entire liability and the Licensees exclusive remedy shall be, at Evisioner’s option, either (i) return of the price paid, if any, or (ii) repair or replacement of the Software that does not perform in accordance to its documentation and which is returned to Evisioner with a copy of the Licensees receipt. This limited warranty is void if a failure of the Software has resulted from accident, abuse, misapplication, abnormal use, virus, or any other malicious external code, or any other external software or hardware. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software or to copies of the Software provided under the terms of this Software License Agreement without payment to qualified educational and/or non-profit organizations.

(b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR EVISIONER’S BREACH OF WARRANTY. EVISIONER DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO THE LICENSEE IN ITS JURISDICTION, EVISIONER MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVISIONER DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES THE LICENSEE SPECIFIC LEGAL RIGHTS. THE LICENSEE MAY HAVE OTHER RIGHTS BASED ON ITS JURISDICTION.

(c) Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL EVISIONER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, 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 OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF EVISIONER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EVISIONER’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE LICENSEE FOR THE SOFTWARE. In jurisdictions that constrain the contractual limitation of liability, Evisioner’s liability shall be limited to the greatest extent permitted by law. The disclaimer and limited liability herein stated are fundamental to this Software License Agreement between Evisioner and the Licensee.

(d) Infringement Claims. With the exception of infringements that would not be such, except for Licensee-supplied elements, Evisioner will indemnify and hold the Licensee harmless and will defend or settle any claim, suit or proceeding brought against it by a third party based upon a claim that the Software infringes a copyright or violates an intellectual or proprietary right protected by United States law ("Claim"), but only to the extent the Claim arises directly out of the use of the Software and subject to the limitations set forth herein. Licensee agrees to notify Evisioner in writing of any Claim within ten (10) business days after first receiving notice of the Claim, and shall provide to Evisioner at no cost such assistance and cooperation as Evisioner may reasonably request from time to time in connection with the defense of the Claim. Licensee further agrees that its failure to make timely notification and assistance shall constitute a waiver of indemnification by Evisioner. Evisioner shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on behalf of the Licensee on any terms Evisioner deems desirable in the sole exercise of its discretion). The Licensee may, at its sole cost, retain separate counsel and participate in the defense or settlement negotiations. Evisioner shall pay actual damages, costs, and attorney fees awarded against the Licensee (or payable by the Licensee pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and costs are not reimbursed to the Licensee by insurance or a third party, to an aggregate maximum equal to the purchase price of the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Evisioner’s legal counsel the Software is likely to become the subject of a Claim, Evisioner shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of Evisioner the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Evisioner, at its own election, may terminate this Software License Agreement without penalty, and will refund on a pro rata basis any fees paid in advance by the Licensee to Evisioner. THE FOREGOING CONSTITUTES EVISIONER’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
7. SUPPORT

Evisioner may offer optional Support Packages ("Support") for the version of Software the Licensee received, which the Licensee may elect to purchase in addition to the Software license. The period covered by the Support shall be delineated at the time of purchase.

(a) If the Licensee has not purchased Support, the Licensee will receive the Software AS IS and will not receive any maintenance releases, fixes or updates. However, Evisioner, at its option and in its sole discretion on a case by case basis, may decide to offer maintenance releases to its customers as a courtesy. Technical support may be provided to the Licensee as a courtesy via a Web-based support form only and with no guaranteed response time.

(b) If the Licensee has purchased Support, then solely for the duration of the delineated period of the Support the Licensee may download from http://www.evisioner.com all maintenance releases and updates for the Software that are released. For the duration of the Support period, the Licensee is eligible to receive online technical support services ("Support Services"). Priority Technical Support is provided via a Web-based support form only, and Evisioner will make commercially reasonable efforts to respond via e-mail to all Support requests within forty-eight (48) hours during Evisioner’s business hours, 9 AM EST to 5 PM EST Monday through Friday, US holidays excluded, and to make reasonable efforts to provide work-arounds to errors reported in the Software.

During the Support Period the Licensee may report any Software problem or error to Evisioner. If Evisioner determines that a reported reproducible material error in the Software exists and significantly impairs the usability and utility of the Software, Evisioner agrees to use commercially reasonable efforts to correct or provide a work-around to the Licensee in a planned maintenance release or update, such planned maintenance releases or updates being made available at Evisioner’s sole discretion, unless the specific feature of the Software containing the defect is scheduled to be discontinued or removed from the next release of the Software. If Evisioner, requests written verification of an error discovered by the Licensee, or requests supporting example files that exhibit the Softwares problem, the Licensee shall provide such verification or files by email, or in another electronic communications channel indicated by Evisioner, setting forth in reasonable detail the manner in which the Software fails to perform, prior to Evisioner verifying the problem and/or commencing work on a fix or work-around to the problem. The Licensee shall use reasonable efforts to cooperate in diagnosis of errors. Evisioner may include any, all or no error corrections in new releases of the Software, at its discretion. Evisioner is not obligated to continue all or any functionality of one release of the Software in future releases of the Software. Evisioner is not obligated to fix or offer work-arounds to errors that are immaterial. Immaterial errors are those that do not significantly impact use of the Software. Support covers issues or questions resulting directly out of the operation of the Software. Evisioner will not provide the Licensee with general consultation, assistance, or advice under these terms of the purchase of Support.
8. TERM AND TERMINATION

This Software License Agreement may be terminated (a) by the Licensee giving Evisioner written notice of termination; or (b) by Evisioner, at its option, giving the Licensee written notice of termination on the Licensee committing a breach of this Software License Agreement and failing to cure such breach within ten (10) days after notice from Evisioner.

In addition, the Software License Agreement governing the use of a previous version of the Software that has been updated is terminated upon acceptance of the terms and conditions of the Software License Agreement accompanying such update, if one is provided.

Upon termination of the Software License Agreement, the Licensee must cease all use of the Software that it governs and destroy all copies then in its possession. The terms and conditions of Sections 1, 2, 3, 6, 9, 11, 12 and 14 survive termination, as applicable.
9. PUBLICITY RIGHTS

(a) On payment for license to the Software, The Licensee grants Evisioner the right to include the Licensee as a customer in promotional material for the Software.

(b) Licensee can deny Evisioner this right by submitting a written request via email to license@evisioner.com, requesting to be excluded from promotional material. Upon receipt of such request, Evisioner will remove references to the Licensee from its promotional material within 30 days and make no further reference to the Licensee.
10. THIRD PARTY SOFTWARE

The Software contains third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions may be found in the Softwares information dialog (upper right hand side of every screen, labeled MetaTeam) and also on the Evisioner websites license page (http://www.evisioner.com/license.jsp) and are incorporated by reference into this Agreement. By accepting this Agreement, the Licensee also accepts the additional terms and conditions, if any, set forth therein.
11. TAX

Payments made by the Licensee under this agreement exclude any taxes or duties payable in respect of goods or services supplied in the jurisdiction where the payment is made or received. To the extent that any such taxes or duties are payable by Evisioner, the Licensee must pay Evisioner the amount of such taxes or duties in addition to the license fee for the Software unless Licensee is exempt from paying such taxes or duties at the time such taxes or duties are levied or assessed. Evisioner will provide the Licensee with documents requested by Licensee that are necessary to enable the Licensee to obtain a tax or duty refund or credit.
12. ENTIRE AGREEMENT BETWEEN THE PARTIES

Each party to the provision, sale, purchase, download and install of the Software is duly authorized and empowered to enter into and perform this Software License Agreement.

This Software License Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this Software License Agreement shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address provided herein, or to the current legal address of Evisioner.

This Software License Agreement will bind and inure to the benefit of the parties and our respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either of either Evisioner or the Licensee to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this Software License Agreement.

In the event of a breach or threatened breach of this Software License Agreement by either party, the other shall have all applicable equitable as well as legal remedies.
13. AMENDMENTS, CONTINUATIONS AND CONCENT

This Software License Agreement may be amended only by a counter-signed document between Evisioner and the Licensee. If, for any reason, any provision of this Software License Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceable shall not affect the remainder of this Software License Agreement, and this Software License Agreement shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.
14. GOVERNING LAW

This agreement is governed by the laws of the Commonwealth of Massachusetts, the United States of America, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts.