Question
Zengobi: What is your software license agreement?
Article ID
ZQ0002
Last Updated
September 3, 2004
Answer
This is the software license agreement that will appear when you install a Zengobi product. We tried to create a fair agreement and hope you'll agree.
Zengobi, Inc.
http://www.zengobi.com
Software License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU ARE ACCESSING THE SOFTWARE ELECTRONICALLY, SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS LICENSE BY CLICKING THE "AGREE/ACCEPT" BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, RETURN THE ZENGOBI SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT FOR A REFUND OR, IF THE SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK "DISAGREE/DECLINE".
IMPORTANT NOTE: To the extent this software may be used to reproduce materials, it is licensed to you only for reproduction of materials you are authorized or legally permitted to reproduce.
1. General. The software, documentation and any fonts accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the "Zengobi Software") are licensed, not sold, to you by Zengobi, Inc. ("Zengobi") for use only under the terms of this License, and Zengobi reserves all rights not expressly granted to you. The rights granted herein are limited to Zengobi's and its licensors' intellectual property rights in the Zengobi Software and do not include any other patents or intellectual property rights. You own the media on which the Zengobi Software is recorded but Zengobi and/or Zengobi's licensor(s) retain ownership of the Zengobi Software itself. The terms of this License will govern any software upgrades provided by Zengobi that replace and/or supplement the original Zengobi Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
2. Permitted License Uses and Restrictions. The Permitted Number of users is one (1) unless otherwise indicated under a valid volume license granted by Zengobi. Zengobi grants you a non-exclusive license to use the Zengobi Software in the manner set forth below.
2.1 General Use. You may install and use one copy of the Zengobi Software on up to the Permitted Number of your compatible computers; or
2.2 Server Use. You may install one copy of the Zengobi Software on one computer file server within your internal network for the purpose of using the Zengobi Software through commands, data or instructions (e.g., scripts) from another computer within the same internal network, provided that the total number of users (not the concurrent number of users) that are permitted to use the Zengobi Software on such computer file server does not exceed the Permitted Number.
2.3 Other Installs. The primary user of the computer on which the Zengobi Software is installed may install additional copies of the Zengobi Software on multiple computers for his or her exclusive use, provided the Zengobi Software on those computers are not used at the same time as the Zengobi Software on the primary computer.
2.4 Backup Copy. You may make a reasonable number of backup copies of the Zengobi Software, provided your backup copies are not installed or used for other than archival purposes.
2.5 Academic Restrictions. If the Zengobi Software package has an academic label or if you acquired the Zengobi Software at an academic discount, you must be an Eligible Educational End User to use the Zengobi Software. "Eligible Educational End Users" means students, faculty, staff and administration attending and/or working at an educational institutional facility (i.e., college campus, public or private K-12 schools).
2.6 Other Restrictions. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Zengobi Software or any part thereof. THE ZENGOBI SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE ZENGOBI SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
3. Transfer. You may not rent, lease, lend or sublicense the Zengobi Software. You may, however, make a one-time permanent transfer of all of your license rights to the Zengobi Software to another party, provided that: (a) the transfer must include all of the Zengobi Software, including all its component parts, original media, printed materials, license keys, and this License; (b) you do not retain any copies of the Zengobi Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Zengobi Software reads and agrees to accept the terms and conditions of this License.
NFR (Not for Resale) Copies: Notwithstanding other sections of this License, Zengobi Software labeled or otherwise provided to you on a promotional basis may only be used for demonstration, testing and evaluation purposes and may not be resold or transferred.
Academic Copies: Notwithstanding other sections of this License, if the Zengobi Software package has an academic label or if you acquired the Zengobi Software at an academic discount, then it may not be resold or transferred.
4. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Zengobi if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Zengobi Software and destroy all copies, full or partial, of the Zengobi Software.
5. Limited Warranty on Media. Zengobi warrants the media on which the Zengobi Software is recorded and delivered by Zengobi to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of original retail purchase. Your exclusive remedy under this Section shall be, at Zengobi's option, a refund of the purchase price of the product containing the Zengobi Software or replacement of the Zengobi Software which is returned to Zengobi or a Zengobi authorized representative with a copy of the receipt. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
6. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ZENGOBI SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ZENGOBI SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ZENGOBI AND ZENGOBI'S LICENSORS (COLLECTIVELY REFERRED TO AS "ZENGOBI" FOR THE PURPOSES OF SECTIONS 6 AND 7) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ZENGOBI SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ZENGOBI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ZENGOBI SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE ZENGOBI SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ZENGOBI SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ZENGOBI SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ZENGOBI OR A ZENGOBI AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE ZENGOBI SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ZENGOBI BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ZENGOBI SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ZENGOBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Zengobi's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Pre-release Software: If the Zengobi Software is pre-commercial release or beta software ("Pre-release Software"), then this Section applies. The Pre-release Software is a pre-release version, does not represent final product from Zengobi, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Zengobi may never commercially release the Pre-release Software. If you received the Pre-release Software pursuant to a separate agreement, such as the Zengobi Mutual Nondisclosure Agreement, your use of the Pre-release Software is also governed by such agreement. You will return or destroy all copies of Pre-release Software upon request by Zengobi or upon Zengobi's commercial release of such Software. YOUR USE OF PRE-RELEASE SOFTWARE IS AT YOUR OWN RISK.
8. Export Law Assurances. You may not use or otherwise export or re-export the Zengobi Software except as authorized by United States law and the laws of the jurisdiction in which the Zengobi Software was obtained. In particular, but without limitation, the Zengobi Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Zengobi Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
9. Reviews, Comments, and Communication. If you do submit to Zengobi any feedback, reviews, or materials, and unless we explicitly indicate otherwise, you grant Zengobi and its affiliates and subsidiaries a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Zengobi the right to use the name that you submit in connection with such content at Zengobi's sole discretion. You represent and warrant that you own or otherwise control all of the rights to the content that you submit; that the content is accurate; that use of the content you supply does not violate this policy and/or the intellectual property rights of any third party, and will not cause injury to any person or entity; and that you will indemnify Zengobi or its affiliates for all claims resulting from content you supply.
10. Government End Users. The Zengobi Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
11. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of North Carolina, as applied to agreements entered into and to be performed entirely within North Carolina between North Carolina residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
12. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Zengobi Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Zengobi. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.
13. Third Party Acknowledgements. Portions of the Zengobi Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the "About Box" for the Zengobi Software, and your use of such material is governed by their respective terms.