END USER LICENSE AGREEMENT AND WARRANTY STATEMENT
Do NOT install or use this software until you have read and accepted all of the terms of this License. As with all installations, it is recommended that you back up your computer before you install this program.
WINABILITY SOFTWARE CORPORATION IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE INSTALLING THE SOFTWARE, AS INSTALLING THE SOFTWARE WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU DO NOT AGREE WITH THESE TERMS, THEN WINABILITY SOFTWARE CORPORATION IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE SOFTWARE TO THE PLACE OF PURCHASE AND RECEIVE A FULL REFUND.
1. The Software. The Software licensed under this Agreement consists of computer programs, data compilation(s), and documentation referred to as Icon Shepherd (the "Software").
2. Installation. You understand and agree that the installation of the Software will install files necessary to operate the program onto your computer. Other system files, such as DLLs may be installed or updated and the system registry entries may be made. Uninstalling the program may not remove all of the installed files or registry entries.
3a. Personal Use license. Provided you comply with all terms and conditions of this License, you are granted a personal, non-exclusive, non-transferable, revocable and limited license (hereinafter, "Personal Use" license) to use the Software solely for personal, non-commercial use on no more that one (1) computer, each having no more than five (5) user accounts, unless this license is terminated by You for convenience or terminated by either party for material breach. The Software may not be used for commercial purposes and may only be installed on a personally owned computer that does not belong to any business or institution and is not used by or on behalf of any business or institution. A Personal Use license expressly prohibits: (a) any direct or indirect monetary benefit from the use of the Software, (b) the use of the Software within the context of a home-based or part-time business, and (c) the use of the Software for any commercial, business, governmental, or institutional purpose (including educational and not-for-profit) of any kind. You may not sublicense the Software in any way.
3b. Business Use License - Trial Period. You are authorized to use the Software on a royalty-free basis during the initial term of thirty (30) days (the "Trial Period"), unless prior to the expiration of the Trial Period this license is terminated by You for convenience or terminated by either party for material breach. Your use of the Software for any purpose after the expiration of the initial Trial Period is not authorized. You agree that during the Trial Period the Software may display a message reminding you that the software is being used under the terms of the Trial Period period, and you also agree that upon expiration of the Trial Period the Software may automatically limit its functionality or even disable itself. You may not reinstall the software, or adjust the system clock of your computer, or perform other action with the purpose of artificially extending the Trial Period beyond its initial term.
3c. Business Use License - Optional Perpetual Term. You have the option to obtain a license for full and continuous use of the Software at any time by following the instructions in the accompanying documentation, including the payment of the required license fee. If you exercise this option, the term of this license shall be extended in perpetuity unless terminated by written notice by You for convenience or terminated by either party for material breach. Upon payment of the license fee, we will provide You or your designated agent with a License Key, that You will need to enter into the Software, as described in the accompanying documentation. You may NOT use a license key that you have not received from us or our authorized dealer(s), and you further agree that any such use may result in immediate termination of this license without prior notice. You agree that the License Key that we will provide you with shall remain a property of WinAbility Software Corporation, and You may use it only while this license is in effect. You understand and agree that the Software may automatically verify the validity of Your License Key, for example, by comparing the registered name, the number of copies included in your license, and your License Key as entered into the Software with such information stored on our web server(s). If it is detected that your copy of the Software is not registered with a valid License key, the Software may automatically limit its functionality or even disable itself without prior notice. You agree to keep your License Key for your own use only and not share it with any third party, unless you have received a written authorization from us. You also agree to keep your License Key and a copy of the installation file with the software that you have purchased in a safe place, to be able to reinstall this software in the future, if necessary. You agree that we have no obligation to provide you with the replacement copies of your License Key or the installation file, and if we do choose to provide You with such a replacement, we may charge you a service fee for doing that.
4. License Grant (Per CPU or Server Connection). You are granted non-exclusive rights to install and use the Software on any computer and/or transmit the Software over an internal computer network, provided that You acquire and dedicate a licensed copy of the Software, or a site license, for each computer on which the Software is used or to which it is transmitted over the internal network. A license for the Software may not be shared or used concurrently on more different computers than the number of computers included in your license. You can install and use the Software on a network server, provided that you have purchased a site license for the total number of the computers on the same internal network that may connect to such server. You may purchase additional licenses for the Software from time to time. This Agreement shall take precedence over any purchase order for additional licenses, and any conflicting, inconsistent, or additional terms in such purchase orders shall be null and void. You may copy the Software for archival purposes, provided that all copies must contain the original Software's proprietary notices in unaltered form.
5. Passwords. You agree that you are the sole responsible party for the safe keeping of the password(s) that you have chosen in connection with this Software, if any, and you further agree that we have no obligation to recover neither the password(s) you might have lost or forgotten, nor the information protected by such passwords.
6. Technical and Customer support. We will provide free technical support via our web site, to the registered users, for at least 90 days since the day of the purchase. However, we reserve the right to terminate support to users who in our judgment are unreasonable or abusive, or who have system or other difficulties that transcend the scope of this software.
7. No Further Distribution Permitted. You may make a reasonable number of the backup copies of the software as reasonably necessary for use within your organization, however you may not make this software available to any third party in any way. For example, you may not upload the software to any online service, FTP, or WWW site that allow third parties to download software files. Any third party wishing to use this software must obtain a separate license from WinAbility Software Corporation that specifically authorizes such use.
8. Restrictions. You may not, without the prior written consent of WinAbility Software Corporation: (i) permit others to use the Software, except as expressly provided above for authorized network use; (ii) share your license key with others; (iii) modify or translate the Software; (iv) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (v) create derivative works based on the Software; (vi) merge or bundle the Software with another product; (vii) copy the Software, except as expressly provided above; or (viii) remove or obscure any proprietary rights notices or labels on the Software.
9. Transfers. You may not transfer the Software or any rights under this Agreement without the prior written consent of WinAbility Software Corporation, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.
10. License termination. You agree that if you violate any provision of this License, or open a displute, or request a refund, or initiate a chargeback, or perform any other action that may restrict the ability of WinAbility Software Corporation to collect or retain the license fee, this License shall terminate. Immediately upon termination of this license for any reason, You shall uninstall all copies of the Software and return to WinAbility Software Corporation all copies of the Software and documentation, if any.
11. Ownership. WinAbility Software Corporation and its suppliers own the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.
12. Copyright Notice. Copyright (c) 2022, WinAbility Software Corporation and/or its suppliers. All rights reserved.
13. Trademarks. Icon Shepherd, WinAbility, WinAbility.Com, and the product and company logo images are trademarks or registered trademarks of WinAbility Software Corporation and/or its suppliers. All other product names may be trademarks of their respective owners.
WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. WINABILITY SOFTWARE CORPORATION PROVIDES THE SOFTWARE "AS-IS." NEITHER WINABILITY SOFTWARE CORPORATION NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WINABILITY SOFTWARE CORPORATION AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. To the extent that this Warranty Statement is inconsistent with the jurisdiction where You use the Software, the Warranty Statement shall be deemed to be modified consistent with such local law. Under such local law, certain limitations may not apply, and you may have additional rights which vary from jurisdiction to jurisdiction. For example, some states in the United States and some jurisdictions outside the United States may: (i) preclude the disclaimers and limitations of this Warranty Statement from limiting the rights of a consumer; (ii) otherwise restrict the ability of a manufacturer to make such disclaimers or to impose such limitations; or (iii) grant the consumer additional legal rights, specify the duration of implied warranties which the manufacturer cannot disclaim, or prohibit limitations on how long an implied warranty lasts.
INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL WINABILITY SOFTWARE CORPORATION OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF WINABILITY SOFTWARE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN NO EVENT SHALL WINABILITY SOFTWARE CORPORATION'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE LICENSE OR ONE UNITED STATES DOLLAR, WHICHEVER IS THE GREATER.
SPECIAL RISK AREAS. You may not, nor may you permit another party to use the Software in special risk areas that require error-free, permanent operation of relevant systems and in which the failure of the Software may result in a direct risk for life, body or health or in substantial damages to property or the environment (high risk activities and high availability activities, including but not limited to the operation of nuclear facilities, weapon systems, aviation navigation or communication systems, life support systems and equipment, machine and production processes of pharmaceuticals and food production). WinAbility Software Corporation does not warrant or guarantee that the Software is fit for use in special risk areas.
EXPORT CONTROLS. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into any country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.
LICENSEE OUTSIDE THE U.S. If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: "The parties confirm that this Agreement and all related documentation is and will be in the English language."); and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
MISCELLANEOUS. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Utah, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English and English is its controlling language.
U.S. GOVERNMENT END USERS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is WinAbility Software Corporation, 115 W Hope St, St George, UT 84770, USA.
All rights not expressly granted here are reserved to WinAbility Software Corporation.
END OF LICENSE