SoftArtisans® License Agreement
SoftArtisans® License and Support Agreement
OfficeWriter, OfficeWriter for Excel, OfficeWriter for Word, OfficeWriter for PowerPoint
Enterprise Edition and Standard Edition for Production, Testing/Staging and Development Environments
IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS CONSTITUTE THE ENTIRE LEGAL AGREEMENT BETWEEN the Buyer ("The Buyer") and Software Artisans, Inc. ("The Seller") CONCERNING THE PROPRIETARY SoftArtisans® SOFTWARE PROGRAM AND THE ACCOMPANYING USER DOCUMENTATION (The "Documentation").
1. APPLICABILITY. This license is applicable exclusively to the SoftArtisans® Software Programs (OfficeWriter, OfficeWriter for Excel and/or OfficeWriter for Word and/or OfficeWriter for PowerPoint) purchased by the Buyer (the "Program") as identified on the invoice, email confirmation or receipt provided to The Buyer by The Seller.
2. GRANT OF LICENSE. The Seller grants you a specific Edition license, as designated under paragraphs A through C below, for a specific Environment (either Production, Testing/Staging or Developer).
A LICENSE FOR TESTING/STAGING ENVIRONMENTS MAY NOT BE USED ON A PRODUCTION SERVER NOR IN A PRODUCTION ENVIRONMENT. IF YOU HAVE A DEVELOPER LICENSE OF ANY EDITION, YOUR LICENSE IS SUBJECT TO SUBPARAGRAPH E BELOW AND A DEVELOPER LICENSE MAY NOT BE USED ON A PRODUCTION SERVER.
The Enterprise Edition includes a license to use OfficeWriter Assistant, subject to subparagraph E below. Please be advised that no other edition, except for the Enterprise Edition, is entitled to use OfficeWriter Assistant. Please refer to the invoice, email confirmation or receipt provided to The Buyer by The Seller to determine which Edition of the License, and in which Environment, you may deploy said license.
A. (Enterprise Edition License). The Seller grants The Buyer a non-exclusive license to install and use one (1) copy of The Program on one (1) Central Processing Unit (CPU) in a single network server computer owned or controlled by The Buyer. The Buyer may transfer the Program from one network server computer to another, so long as The Buyer erases it from the old computer before loading it into the new one. The Buyer may install and use the Program within The Buyer's own organization only. The Buyer may not reverse-engineer, disassemble, or decompile the Program. The Buyer may copy The Documentation for The Buyer's own use. The Buyer may make a single backup copy. Resale or sublicensing is prohibited.
B. (Standard Edition License). The Seller grants The Buyer a non-exclusive license to install and use one (1) copy of the Program on one (1) Central Processing Unit (CPU) in a single network server computer owned or controlled by The Buyer. The Buyer may transfer the Program from one network server computer to another, so long as The Buyer erases it from the old computer before loading it into the new one. The Buyer may install and use the Program within The Buyer's own organization only. The Buyer may not reverse-engineer, disassemble, or decompile the Program. The Buyer may copy The Documentation for The Buyer's own use. The Buyer may make a single backup copy. Resale or sublicensing is prohibited. The Buyer may not use the OfficeWriter Assistant component of the software.
C. (Developer License). The Seller grants you a non-exclusive license to install and use one (1) copy of the Program on a DEVELOPMENT-ONLY server computer owned or controlled by you. YOU MAY NOT USE THIS PROGRAM ON A PRODUCTION SERVER. You may transfer the Program from one development-only server computer to another development-only server computer, so long as you erase it from the first server computer before loading it into the new one. You may install and use the Program within your own organization only. You may not reverse-engineer, disassemble, or decompile the Program. You may not deploy or use the program in a production environment. You may copy the Documentation for your own use. You may make a single backup copy. Resale or sublicensing is prohibited.
D. (OfficeWriter Assistant). The Seller grants The Buyer a non-exclusive license to install and use one (1) copy of OfficeWriter Assistant ("OWA") on one (1) Central Processing Unit (CPU) in a single network server computer owned or controlled by The Buyer. The Buyer may allow use of OWA by its end-users provided that The Buyer: (1) ensures that the end-user agrees to the terms of this License and (2) The Buyer holds The Seller harmless and indemnifies The Seller for the use or misuse of OWA by the end-user.
3. SUPPORT. If you purchased a Support Plan, then the terms and conditions of the Support Plan are incorporated herein by reference. Complete details of the Terms and Conditions of your Support Plan can be found at http://support.softartisans.com/SupportAgreement.aspx. Your installation of the Software is an acceptance of the terms and conditions of the Support Plan.
4. The Program is a proprietary product of Microsoft and is being sold pursuant to a Distribution Agreement entered into between Microsoft and The Seller, and is protected under U.S. copyright law and international treaties. Any copy of the Program made by The Buyer in accordance with this Agreement shall contain Microsoft and SoftArtisans' copyright notices. All intellectual property rights in and to the Program are retained by Microsoft and The Seller. SoftArtisans® is a registered trademark of Software Artisans, Inc. OfficeWriter™, OfficeWriter for Excel™, OfficeWriter for Word™, OfficeWriter for PowerPoint™ are trademarks of Microsoft Corporation.
5. TERM. This Agreement is effective upon The Buyer installing the Program and shall continue until terminated. The Buyer may terminate this Agreement at any time by deleting all copies of the Program and Documentation, and any portions thereof, from the computer or network server on which they are installed and destroying all such copies. The Seller may terminate this Agreement if The Buyer breaches any term of this Agreement. The Buyer will delete and destroy all existing copies of the Program and Documentation, and any portions thereof, on termination of this Agreement.
6. LIMITED WARRANTY. The Seller warrants that for a period of thirty (30) days from delivery (the "Warranty Period") the Program shall be free from defects in the media on which it is provided. The Seller does not warrant that The Buyer's use of the Program will be uninterrupted or error free. If, during the Warranty Period, the Program does not meet this limited warranty, The Buyer may contact The Seller and The Seller shall, at its option, either replace the Program or refund the purchase price to The Buyer. The foregoing constitutes The Buyer's sole and exclusive remedy for breach by The Seller of any warranties (express or implied) made under this Agreement. This limited warranty is void if failure of the Program has resulted from accident, abuse, or misapplication. Any replacement Program will be warranted for thirty (30) days from The Buyer's date of purchase.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PROGRAM AND THE DOCUMENTATION ARE LICENSED "AS IS," AND SoftArtisans DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations and exclusions may not apply to The Buyer. This warranty gives The Buyer specific legal rights, and The Buyer may also have other rights which vary from state to state. For warranty claims, contact The Seller at the email or post addresses set forth below.
7. REGISTRATION/INSTALLATION. During registration and unregistration or during installation of this software, certain diagnostic information may be transmitted to SoftArtisans. No information is transmitted during execution of the component - only during registration and unregistration or installation. The following information may be collected: HRESULT of registration, Username, Computer name, Domain name, Time Zone, OS Version, Locale Id, Browser Version, Source IP Address and CPU count. The transmitted information is kept confidential per the terms of our privacy policy, available at: http://www.softartisans.com/privacypolicy.html.
8. LIMITATION OF LIABILITY. The Seller and its suppliers' cumulative liability to The Buyer and all other parties arising out of or relating to this Agreement shall not exceed the license fee paid by The Buyer to The Seller for the use of the Program. Neither The Seller nor its suppliers shall be liable for any indirect, special, incidental or consequential damages or similar damages, including lost profits or lost data arising out of the use or inability to use the Program, even if The Seller has been advised of the possibility of such damages. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to The Buyer.
9. THIRD PARTY BENEFICIARY. Each party agrees that Microsoft Corporation, together with its subsidiaries and affiliates (collectively, "Microsoft"), is a third party beneficiary to this agreement with the right to rely on and enforce its terms to their full extent. The parties further agree not to take any actions that may prevent or otherwise impair Microsoft’s exercise of such rights.
10. U.S. GOVERNMENT LICENSES. The Program and the Documentation are provided with restricted and limited rights for purposes of government contracting and subcontracting. Use, duplication or disclosure by the Government is subject to restrictions as set forth in Subparagraph 252.227-7013(c)(1)(ii) (Rights in Technical Data and Computer Software) of the Department of Defense Federal Acquisition Regulations Supplement or Subparagraphs 52.227-19(c)(1)and (c)(2) Commercial Computer Software - Restricted Rights) of Title 48 of the Code of Federal Regulations, as applicable. Contractor/manufacturer is Software Artisans, Inc., 3 Brook Street,Watertown, MA 02472 USA.
11. EXPORT ASSURANCES. The Buyer may not download or otherwise export or re-export the Program or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations, including without limitation, the United States Export Administration Act, the Trading With the Enemy Act, the International Emergency Economic Powers Act and any regulations there under. Any transfer of technical data outside the United States by any means, including the Internet, is an export which is subject to export control requirements under US law.
The Program may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident, wherever located, of) Cuba, Libya, Bosnian Serb-occupied portions of Bosnia and Herzegovina, North Korea, Iran, Iraq, Angola, Syria or any other country to which the US prohibits exports of goods or technical data; or (ii) to anyone on the US Treasury Department's Specially Designated Nationals List or the Table of Denial Orders issued by the Department of Commerce.
By downloading or using the Program, The Buyer is agreeing to the foregoing and The Buyer is representing and warranting that The Buyer is not located in, under the control of, or a national or resident of any such country, or on any such list or table.
12. ASSIGNMENT. The Buyer may assign The Buyer's rights under this Agreement to another party if the other party agrees to accept the terms of this Agreement, and The Buyer either transfers all copies of the Program and the Documentation, whether in printed or machine-readable form (including the original), to the other party, or The Buyer destroys any copies not transferred. Before such a transfer, The Buyer must deliver a hard copy of this Agreement to the recipient.
13. a. Portions of OfficeWriter include software developed by the Apache Software Foundation (http://www.apache.org/). Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License. b. Portions of OfficeWriter include software used under the following terms and conditions. CUP Parser Generator Copyright Notice, License, and Disclaimer Copyright 1996-1999 by Scott Hudson, Frank Flannery, C. Scott Ananian. Permission to use, copy, modify, and distribute this software and its documentation for any purpose and without fee is hereby granted, provided that the above copyright notice appear in all copies and that both the copyright notice and this permission notice and warranty disclaimer appear in supporting documentation, and that the names of the authors or their employers not be used in advertising or publicity pertaining to distribution of the software without specific, written prior permission.
The authors and their employers disclaim all warranties with regard to this software, including all implied warranties of merchantability and fitness. In no event shall the authors or their employers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of this software.
14. GOVERNING LAW. This Agreement shall be governed by the substantive laws of the Commonwealth of Massachusetts and US Federal law. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. Should The Buyer have any questions concerning this Agreement or if The Buyer desires to contact The Seller for any reason, please contact:
SoftArtisans
Telephone: +1-617-607-8800; FAX: +1-617-607-8878
Mail: 3 Brook Street, Watertown, MA 02472 USA
E-mail: info@softartisans.com