Software License Agreement
Read this Software License Agreement carefully.
Any use of the Software and related documentation downloaded from this
server by You is governed by the terms of this Software License
1.1 ``Software'' shall mean any computer software and all related documentaion that is downloaded from this server.
1.2 ``You'' or ``Your'' shall mean the ``Licensee'' or individual who is downloading the software.
1.3 ``HEPArts'' shall mean HEPArts, Inc., Louisville, KY, and/or its suppliers, who is the ``Licensor'' of the Software.
1.4 ``License'' shall mean this Software License Agreement.
1.5 ``Authorized User'' shall mean You or Your personnel.
2. Acceptance of License
You must first agree to all terms of this License before
downloading any Software. You will need valid License and
Activation Codes to install and operate the Software, which you
will receive only if You agree to all terms. By clicking the
Acceptance Button, You consent to be bound by all terms
of this License. If You do not agree to all terms, You must
select the Cancel Button and must not install or use the
3. Grant of License
HEPArts grants to You, and You hereby accept a personal,
non-transferable, and non-exclusive right and license to use the
Software subject to all terms and conditions as set forth in this
4. Permitted Uses
You may only use the Software as follows:
4.1 The executable code version of the Software will only
be installed and used by You for personal or internal business
purposes on a single computer.
4.2 You have the right to maintain one (1) off-line media
copy of the Software solely for backup purposes.
4.3 Any licensed copy of the Software may only be used on
one computer by a single Authorized User at any given time.
5. Prohibited Uses
All other uses of the Software, including but not limited to the
following, are strictly prohibited.
5.1 To modify, adapt, translate, localize, reverse
engineer, decompile, disassemble, create any derivative works, or
attempt to derive the source code of the Software.
5.2 To remove or alter any trademark, logo, copyright or
other proprietary notice, legend, symbol or label in the Software.
5.3 To redistribute, sell, rent, lease, sublicense, or
otherwise transfer rights or authorize access to the Software to
anyone other than an Authorized User.
5.4 To copy or allow copying of the Software, except as set
forth in Section 4.2.
6. Term and Termination of License
The License shall be valid for a period of twenty-five (25) years
or until it is terminated.
This license shall be terminated immediately if You purchase an
upgraded version of the Software or if
You breach any term or condition of this License. Upon termination or
expiration of this License, you shall immediately cease using and
destroy all copies of the Software.
7. Exclusion of Other Services
This License does not entitle You to receive any hard-copy
documentation, technical support, telephone assistance, enhancement,
maintenance, or update of the Software from HEPArts. Any
professional services provided by HEPArts are provided pursuant
to the terms of a separate Professional Services Agreement between You
and HEPArts. Such services are acquired independently of this
License, and the provision of such services is not essential to the
functionality of the Software.
8. Proprietary Rights
The Software is protected by copyright, other intellectual
property, and international treaty laws. The Software is solely owned
by HEPArts, except for those portions licensed from third
parties, and HEPArts is the holder of all copyright and
intellectual property rights to the Software, including but not
limited to, the Software code, structure, sequence, organization,
``look and feel'', programming language and compilation of command
names. All title, ownership and intellectual property rights of the
Software shall remain with HEPArts. This License only provides
You with a limited use of the Software, and no ownership of any
9. Disclaimer of Warranty
The Software is provided ``AS IS'', without warranty of any kind,
express or implied. All warranties of Merchantability, Satisfactory
Quality, Fitness for a Particular Purpose, Title, or Non-Infringement
of third party rights are specifically excluded and disclaimed.
does not warrant that
9.1 the Software will meet Your requirements,
9.2 the operation of the Software will be uninterrupted or error or virus-free, or
9.3 Software defects will be corrected.
does not make any representations regarding the use of the Software as
related to its correctness, accuracy, reliability, or otherwise. You
assume all responsibility for the selection, installation, use and
results obtained from the Software. You should not substitute the
Software for Your own independent judgement. All results produced by
the Software shall not be considered the recommendations of
You also assume all costs related to servicing,
repair, or correction from use of the Software.
No oral or written information given by
shall in any way create a warranty or be construed to enlarge the
scope of the warranty as stated in this License. No use of the
Software is authorized pursuant to this License except as set forth
under this disclaimer. To the extent that this Warranty is
inconsistent with the jurisdiction where You use the Software, the
Warranty shall be deemed modified consistent with such local law.
Under such local law, certain limitations and exclusions may not
apply, and You may have additional rights which vary from jurisdiction
10. Limitation of Liability
shall not be liable for any indirect, special, incidental or
consequential damages arising out of the use, reliance, or inability
to use the Software, including but not limited to all damages for loss
of goodwill, work stoppage, computer failure or malfunction, loss of
profits, loss of information, or any and all other commercial damages
or losses, even if advised of the possibility thereof, and regardless
of the legal or equitable theory upon which the claim is based. In no
event shall HEPArts be liable for any damages exceeding the
amounts paid by You to HEPArts for the Software.
is not responsible for any liability arising out of content
provided by You or a third party that is created or modified through
use of the Software. To the extent that this Limitation on Liability
is inconsistent with the jurisdiction where You use the Software, the
Limitation on Liability shall be deemed modified consistent with such
local law. Under such local law, certain limitations and exclusions
may not apply, and You may have additional rights which vary from
jurisdiction to jurisdiction. This Limitation shall not apply to
liability for death or personal injury to the extent prohibited by
11. High Risk Activities Disclaimer
The Software is not fault-tolerant and is not designed,
manufactured or intended for use or resale as on-line control
equipment in hazardous environments requiring fail-safe performance,
including but not limited to the operation of nuclear facilities,
aircraft navigation or communication systems, air traffic control,
direct life support machines, or weapons systems, in which the failure
of the Software could lead directly to death, personal injury, or
severe physical or environmental damage (``High Risk
Activites''). HEPArts specifically disclaims any express or
implied warranty of Fitness for High Risk Activities.
HEPArts shall not be liable for any claims or damages arising
from the use of the Software in such applications.
12. U.S. Government Restricted Rights
Any Software downloaded from this server for or on behalf of the
United States of America, its agencies and/or instrumentalities
(``U.S. Government''), is provided with restrictive rights. Use,
duplication, or disclosure of Software by the U.S. Government is
subject to the restrictions set forth in DFARS 227.7200 - 227.7202-4
or subparagraphs (c)(1) and (2) of 48 C.F.R. 52.227-19, as applicable.
The manufacturer is HEPArts, Inc., Louisville, KY.
13.1 Controlling Language:
English is the controlling language of this License. If You have
received a translation into another language, it has been provided for
Your convenience only.
13.2 Blue Pencil Clause:
If any provision in this License shall be deemed by a court of
competent jurisdiction to be legally invalid or unenforceable, the
validity of the remainder of the License shall not be effected. Such
legally invalid or unenforceable provision shall be deemed modified to
the minimum extent necessary to make such provision consistent with
applicable law, and, in its modified form, such provision shall then
be enforceable and enforced.
A waiver by either party of any term or condition of this License
or any breach thereof, in any one instance, shall not waive such term
or condition or any subsequent breach thereof.
13.4 Independent Contractor:
It is the intent of both parties to this License that
HEPArts is at all times acting as an independent contractor.
Nothing in this License or otherwise shall in any way be construed to
establish any relationship between You and HEPArts other than
that of an independent contractor.
13.5 Entire Agreement:
This License constitutes the full and complete understanding of You
and HEPArts with respect to the subject matter contained in
this License, and amends and supersedes in its entirety all prior and
contemporaneous agreements and understandings with respect to that
subject matter. This License shall only be amended in a writing
signed by both parties.
The headings to the sections in this License are used for
convenience only and shall have no substantive meaning.
13.7 Choice of Law:
This License shall be construed and governed by the laws of the
State of Kentucky, U.S.A., exclusive of that state's conflicts of laws
provisions. This License shall not be construed or governed by the
United Nations Convention on Contracts for the International Sale of
13.8 Arbitration, Costs, and Attorneys' Fees:
Unless otherwise agreed to in writing by both parties, all disputes
relating to this License shall be subject to final and binding
arbitration in Jefferson County, Kentucky, U.S.A., except those
relating to the intellectual property rights of the Software. All
disputes relating to the intellectual property rights of the Software
shall be adjudicated in the state courts located in Jefferson County,
Kentucky, U.S.A. In either event, each party shall pay its own fees,
costs, and attorneys' fees.
14. Jurisdictions Located Outside the United States
If You are in a jurisdiction located outside the United States of
America, then the provisions of this Section shall apply.
14.1 Les parties aux presentes confirment leur volonte que
cette convention de meme que tous les documents y compris tout avis
qui s'y rattache, soient rediges en langue anglaise.
``The parties confirm that this Agreement and all related
documentation is and will be in the English language.'')
14.2 You are responsible for complying with any local laws
in Your jurisdiction which might impact Your right to import, export
or use the Software. You represent that You have complied with any
regulations or registration procedures required by applicable law to
make this license enforceable.