» version 7.0 - posted on 2008-02-11
Many updates to charts, reports, and functionality
EULA - End User License Agreement
DECISIONEDGE SOFTWARE LICENSE AGREEMENT
This license agreement governs all DecisionEdge owned or licensed products
and interfaces that connect to the DecisionEdge product environment
THIS IS A LEGAL AGREEMENT BETWEEN YOU (ENTITY OR PERSON) AND DECISIONEDGE, INC. ("DECISIONEDGE"). READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE. BY SELECTING "I AGREE" OR BY USING THE SOFTWARE AFTER VIEWING THIS AGREEMENT, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND PROMPTLY RETURN IT (TOGETHER WITH THE ACCOMPANYING WRITTEN MATERIALS AND BINDERS OR OTHER CONTAINERS) IN ORIGINAL AND UNDAMAGED CONDITION TO THE PLACE FROM WHICH YOU OBTAINED THEM. THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE COPYRIGHTED AND LICENSED (NOT SOLD).
1. GRANT OF LICENSE. This SOFTWARE is designated as NAMED USER SOFTWARE, and DecisionEdge grants to you a non-exclusive right for you or, if you are not an individual, a specific employee designated by you, to use one copy of the SOFTWARE in object code form on a single standalone computer (i.e., with a single CPU) owned, leased or otherwise controlled by you, or on a Named User Computer Network. A Computer Network is any combination of two or more computers (one of which must be a network server) owned, leased or otherwise controlled by you that are electronically linked and capable of sharing the use of a single software program. A "Named User Computer Network" is a Computer Network for which you have paid a separate license fee for the SOFTWARE for each specific individual user of the SOFTWARE on the Computer Network. DecisionEdge does not license the SOFTWARE for use or sharing by more than one specific individual, even if that use is not concurrent, unless you have purchased a separate license and paid an additional license fee for each additional individual using the SOFTWARE. A copy of the SOFTWARE stored on hard disk on a network server for the sole purpose of use by network workstations is not deemed to be in use on the network server. You agree to have a reasonable mechanism in place to assure that only those individuals designated as named users may use the SOFTWARE.
2. COPYRIGHT. The SOFTWARE (including any images, applets, photographs, animation, video, audio, music, and text incorporated into the SOFTWARE) is owned by DecisionEdge or its suppliers and is protected by United States copyright laws and international treaty provisions. The SOFTWARE is licensed, and not sold. You acknowledge and agree that the entire right, title and interest in and to the SOFTWARE and accompanying written materials, including associated intellectual property rights, shall remain with DecisionEdge. DecisionEdge retains all rights not expressly granted.
3. INSTALLATION OF SOFTWARE. You assume responsibility for selection of the SOFTWARE to achieve your intended results, and you are solely responsible for installation of the SOFTWARE and for acquisition of such equipment and software as may be necessary for operation of the SOFTWARE.
4. MANDATORY ACTIVATION. The SOFTWARE must be activated. The license rights granted under this Agreement and as described in the License section of this Agreement are limited to the first fifteen (15) days that the SOFTWARE is run unless you activate the SOFTWARE. The SOFTWARE may be activated either online through the internet or by telephone; you will be prompted to activate the SOFTWARE when it is first installed and, if not activated at that time, you will be prompted to activate the SOFTWARE during the first thirty days of use. Regardless of how you activate the SOFTWARE, you will need to provide to DecisionEdge the Activation Number for the SOFTWARE that is provided on the back of the CD case in which the CD disk was contained, or if the SOFTWARE was downloaded from DecisionEdge, the Activation Number that is provided to you by email. During Activation, an Activation Identification number will be generated as a numeric code that will be exchanged between your computer and DecisionEdge. The Activation Identification number contains no personally identifiable information and DecisionEdge cannot use the Activation Identification number to identify any personal information about you or any characteristics of your PC configuration.
5. OTHER RESTRICTIONS. This is your evidence of license to exercise the rights granted herein and must be retained by you. You may not copy the SOFTWARE, except that you may either (a) make one copy of the SOFTWARE solely for backup or archival purposes, provided that DecisionEdges proprietary legends and copyright notices are reproduced on such copy, or (b) transfer the SOFTWARE to a single hard disk, provided that you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the SOFTWARE. You may, after written notification to and consent of DecisionEdge store one (1) backup copy of the SOFTWARE at a third-party disaster recovery facility, provided that such third party agrees in writing to abide by the terms and conditions of this Agreement. You agree to maintain accurate records of the location of all copies, including archival copies, of the SOFTWARE. You may not rent, lease, reverse-engineer, decompile, disassemble, translate or publish the results of benchmark tests of the SOFTWARE. You may not use the SOFTWARE for service bureau work, for time-sharing arrangements or for the benefit of any third party. You agree to comply with the export laws and regulations of the United States to assure that the SOFTWARE is not exported, directly or indirectly, in violation of law. You may not use the SOFTWARE in controlling the operation of equipment in any nuclear facilities, aircraft navigation, communications or air traffic control, mass transit, medical equipment or weapons systems or in any other inherently dangerous application in which the failure of the products could lead directly to death, personal injury or severe physical or environmental damage. Use of third party software products supplied by DecisionEdge for use with the SOFTWARE, if any, shall be subject to the foregoing restrictions. You agree that you will not use such third party products in standalone mode or in combination with applications other than the SOFTWARE.
6. WARRANTY. DecisionEdge warrants that, for ninety (90) days from the date of invoice (the Warranty Period), (i) the SOFTWARE will perform substantially in accordance with DecisionEdges applicable functional specifications, and (ii) the electronic media (if any) on which the SOFTWARE is distributed is free from defects in materials and workmanship. The foregoing warranty is expressly conditioned on your observance of the operating procedures set forth in the written materials accompanying the SOFTWARE. The foregoing warranty shall not apply if the SOFTWARE has been damaged or misused in any respect. DECISIONEDGE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DECISIONEDGE DISCLAIMS ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. EXCLUSIVE REMEDY. Your sole and exclusive remedy for breach of the above warranty is that DecisionEdge shall, if it receives written notice of such breach during the Warranty Period, at its sole option, either (a) correct or cure any reproducible defect in the SOFTWARE in breach of such warranty within a reasonable time by issuing corrected instructions, a restriction, or a bypass, or (b) refund the price paid by you for the SOFTWARE. In the event DecisionEdge furnishes a correction or cure pursuant to clause (a), DecisionEdge shall warrant such correction or cure for the remainder of the original Warranty Period or sixty (60) days, whichever is longer. OUTSIDE THE UNITED STATES, THESE REMEDIES ARE NOT AVAILABLE WITHOUT PROOF THAT YOU ACQUIRED THIS COPY OF THE SOFTWARE FROM AN AUTHORIZED SOURCE.
8. LIMITATION OF LIABILITY. In no event shall DecisionEdge or its suppliers be liable to you or any third party for indirect, special, incidental, economic, consequential or punitive damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, liabilities to third parties arising from any source, or other pecuniary loss), regardless of the nature of the claim, arising out of the use or inability to use the SOFTWARE, even if DecisionEdge has been advised of the possibility of such damages. In no event shall the liability of DecisionEdge or its suppliers exceed the amount paid by you for the SOFTWARE. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
9. AUDIT. DecisionEdge may, at any time, either request a signed certification by you verifying that the SOFTWARE is being used in accordance with the terms of this Agreement and/or audit your use of the SOFTWARE to ensure compliance with the terms and conditions of this Agreement. Your use of third party software, if any, supplied by DecisionEdge for use with the SOFTWARE is subject to the terms of this provision. The results of such audit(s) may be reported to the respective third party supplier.
10. U.S. GOVERNMENT RESTRICTED RIGHTS. If the SOFTWARE is acquired for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), it is provided with RESTRICTED RIGHTS. The SOFTWARE and accompanying documentation are "commercial computer software" and "commercial computer software documentation," respectively, pursuant to 48 C.F.R. 12.212 and 227.7202, and "restricted computer software" pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release, performance, display or disclosure of the SOFTWARE and accompanying documentation by the U.S. Government are subject to restrictions as set forth in this Agreement and pursuant to 48 C.F.R. 12.212, 52.227-19, 227.7202, and 1852.227-86, as applicable.
11. CONFIDENTIALITY. You acknowledge and agree that: (i) the SOFTWARE and accompanying written materials are confidential; (ii) you will instruct and require all of your employees, agents, and contractors who have access to the SOFTWARE and accompanying written materials to maintain the confidentiality thereof; (iii) you will exercise the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the SOFTWARE and accompanying written materials as you would exercise to safeguard the confidentiality of your own confidential property; and (iv) you will disclose the SOFTWARE and accompanying written materials only to those employees, agents or contractors required to have knowledge of same to perform their duties and whom have agreed in writing to abide by the confidentiality obligations of this Agreement. The foregoing confidentiality provisions shall not apply to any information which (i) you can demonstrate was in your possession prior to receipt, (ii) is or subsequently becomes publicly available without your breach of any obligation owed the disclosing party; (iii) is disclosed to you without restriction on disclosure by a third party who had the right to disclose such information, or (iv) you can demonstrate by written records was independently developed by you without reliance on the SOFTWARE or accompanying written materials.
12. TERM. This license is effective upon your completion of registration of the SOFTWARE with DecisionEdge, and shall continue until terminated. You may terminate this license by returning the SOFTWARE, the third party software, if any, the accompanying written materials and all copies thereof to DecisionEdge. DecisionEdge may terminate this license upon the breach by you of any provision contained in this Agreement. Upon such termination by DecisionEdge, you agree to return the SOFTWARE, the third party software, if any, the accompanying written materials and all copies thereof to DecisionEdge.
13. CANADIAN LICENSES. If you obtained this product in Canada, you agree to the following: The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including notices, have been and shall be written in the English language only. Les parties aux présentes confirment leur volonté que cette Convetion de même que tous les documents y compris tout avis qui sy rattache, soient rédigés en langue anglaise.
14. MISCELLANEOUS. You may not assign, delegate or otherwise transfer this Agreement or your rights or obligations hereunder without the prior written consent of DecisionEdge. Any attempted assignment of this Agreement without consent from DecisionEdge shall be invalid and unenforceable. This is the entire agreement and understanding between you and DecisionEdge with respect to the subject matter hereof, and supersedes all prior agreements, representations, negotiations, proposals and understandings, whether written or oral, including those made by sales representatives or dealers of DecisionEdge, concerning the subject matter hereof. This Agreement may not be amended or modified except in writing and signed by authorized representatives of the party against whom the amendment is sought to be enforced. The waiver or failure by either party to claim a breach of any provision shall not be a waiver of a breach of any other provision or a subsequent breach of the same provision. The suppliers to DecisionEdge of software included in the SOFTWARE shall be deemed third-party beneficiaries of this Agreement, to the extent permitted by law. Any notices required or permitted to be given to under this Agreement shall be in writing and sent by registered or certified mail, return receipt requested, if to DecisionEdge, to the Vice President of Finance, DecisionEdge, Inc., 299 West Hillcrest Drive, Suite 210, Thousand Oaks, CA 91360, USA and if to you, addressed to your registered user at your registered address. This Agreement shall be governed by the laws of the State of California, without regard to conflicts of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.