This Agreement covers ActiveWords Software including: ActiveWords, ActiveWords 4, ActiveWords Version 3, ActiveWords +, ActiveWords PLUS, ActiveWords ENTERPRISE, ActiveWords Development Center, AWInkPad and related components of each, including but not limited to: ActiveWords Monitor, ActiveWords Agents, WordBases (databases of ActiveWord items), and documentation; together, the “Software.”
1. GRANT OF LICENSE
ACTIVEWORD SYSTEMS, INC. (AWS) grants the acquirer a personal, non-exclusive, non-transferable, revocable license to use a single object code copy of the purchased version of the Software during the term of this Agreement. AWS retains all right, title and interest in and to the Software.
The acquirer agrees to abide by terms of sale detailed in written AWS sales policies at the time of acquisition of the Software that may extend or limit the term and conditions of this license. Such policies may include but not be limited to allowing a defined subset of customers or class of trade to use two or more object code copies of the Software under the terms of this license, and, requiring a defined subset of customers or class of trade to license the Software on a recurring time limited bases (such as annually).
The Acquirer agrees to limit the number of personal computers and computer terminals on which the Software is available for use to the actual number agreed under the sales policies effective at the time a license is acquired.
2. COPYRIGHT; RESTRICTIONS
The Software and technology are the subject of a United States trademark.
The Software is owned by AWS and its licensors, and its design, structure, organization and code are valuable trade secrets of AWS and its licensors, protected by U. S. copyright law and international treaty. The acquirer agrees not to disclose, publish, or distribute the Software except as permitted above, and agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or distribution. Proprietary rights notices on the Software shall be preserved on all copies made, and the Software shall not be modified, reverse engineered, or de-compiled for any purpose, or translated into another computer language.
The acquirer agrees not to rent, lease, loan, sell, sublicense, distribute or otherwise transfer the Software, except as expressly authorized in this Agreement. The acquirer may not use the Software to provide service bureau or time-sharing services. The acquirer agrees not to remove any copyright, trademark, or other proprietary notices from the Software or the media. The acquirer agrees not to reverse engineer, decompile, or disassemble the Software, except to the extent AWS cannot prohibit such acts by law.
(a) The acquirer agrees that AWS owns all right, title, interest and intellectual property rights in and to the Software, including without limitation any and all copyrights, patents, trade secrets, trademarks and other proprietary or industrial rights, and that the marks ActiveWords, ActiveWord, ActiveWords Productivity Center, ActiveWords Development Center, ActiveWord Agents, WordBase, ActiveWord Solutions, and Semantic User Interface are trademarks of AWS.
(b) The acquirer agrees that unauthorized copying of the Software will cause AWS great and irreparable harm, and that AWS shall have no adequate remedy at law in the event of such unauthorized copying. The acquirer agrees that AWS will be entitled to receive immediate equitable relief from any court of competent jurisdiction to prevent or stop threatened or actual infringement of any of the AWS intellectual property rights.
4. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
THE SOFTWARE IS PROVIDED “AS IS,” AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO ITS PERFORMANCE, ACCURACY OR COMPLETENESS. AWS does not guaranty that the Software (or any similar products) will be available in the future. AWS does not guaranty that the Software (or any similar products) will function with any particular computer operating system or version thereof. Use of the Software is entirely at acquirer’s risk.
AWS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, THAT ARISE FROM ANY USE OF THE SOFTWARE, AND/OR OTHER CONFIDENTIAL INFORMATION, OR ACTIVEWORD SYSTEMS, INC.’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT.
This Agreement will commence upon installation of the Software. The acquirer’s rights under Section 1 will immediately and automatically terminate upon breach of any provision of this Agreement, at which time The acquirer must return or destroy all copies of the Software. The acquirer may terminate this Agreement at any time by destroying all copies of the Software.
6. EXPORT CONTROLS
The acquirer agrees not to distribute, download or otherwise export or reexport the Software or any underlying information or technology except in full compliance with United States laws and regulations or any other applicable laws and regulations. In particular, but without limitation The acquirer agrees that, none of the Software or underlying technology may be transmitted or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, or Syria or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By accepting the Software, the acquirer is agreeing to the foregoing and represents and warrants that you/they are not located in, under control, or a national or resident of any such country or on any such list.
7. U.S. GOVERNMENT END USERS
You agree that the Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.
8. GOVERNING LAW; ATTORNEYS FEES
This Agreement shall be governed by the laws of the State of Florida and the acquirer consents to jurisdiction by the state and federal courts sitting in the State of Florida. Further, the acquirer specifically agrees that exclusive venue for any disputes arising out of this Agreement shall be courts sitting in the State of Florida. If AWS employs attorneys to enforce any rights arising out of or relating to this Agreement, and prevails against the acquirer, AWS shall be entitled to recover reasonable attorneys’ fees from the acquirer.
9. ENTIRE AGREEMENT
Copyright ACTIVEWORD SYSTEMS, INC., 1999-2019. All rights reserved.