ContactGenie ToolkitTM
Licensing
LICENSE AGREEMENT
NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. USE OF THE SOFTWARE (KNOWN AS “CONTACTGENIE TOOLKIT”) PROVIDED WITH THIS AGREEMENT REFERRED TO AS (THE "SOFTWARE") CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THIS SOFTWARE. USER'S USE OF THIS SOFTWARE IS CONDITIONAL UPON COMPLIANCE BY USER WITH THE TERMS OF THIS AGREEMENT.
1. LICENSE GRANT. The Claxton Group ("CLAXTON") grants you a license to use this SOFTWARE free of charge within its stated limitations until registered on any hardware product during any period of time. "You" means the company, entity or individual. "Use" means storing, loading, installing, executing or displaying the SOFTWARE.
To use this software without restrictions using the features as outlined for the individual specific versions, a registration key must be purchased. Purchasing a valid registration key entitles the purchaser to use the software on up to two machines which are personally used by the same individual (i.e. desktop & laptop). Purchasing a single license does not entitle use of the software on more then one machine used by different individuals. Once a valid registration key has been entered, the software must then be activated within the number of days shown within the software which requires an active online internet connection. Failure to activate the product before this activation expires will result in the program not functioning other then to request activation completion.
The license includes one year free support for the software which includes unlimited email support and any program updates for major version of the software being licensed (i.e. all updates issue for version 1.x of the product but does not include major upgrades to a new major version number i.e. version 2.x). The software will never expire even after the support period, however, a continuing support license must be purchased in order to install any updates outside of the warranty period.
A Site License applies to a single physical corporate location and each separate location requires it’s own license unless explicitly agreed to otherwise, in writing, prior to purchase.
Permission to distribute the SOFTWARE is not transferable, assignable, saleable, or franchisable. Each entity wishing to distribute the package must independently satisfy the terms of the distribution license.
2. REGISTRATION. The program must be registered and activated within the predefined time period as shown on the activation screen displayed by the program. This must be done via the program’s online activation process which requires an active connection to the internet. Each machine on which the software is run must be registered and activated individually. The product will cease to function if not registered/activated within the pre-defined period. You will continue to be provided the option to complete the activation process any time the program is run after the pre-defined activation period.
CLAXTON will not sell, rent, or otherwise make available any information collected via the registration process to any third parties unless legally required to do so. In the event of a change of corporate ownership, you will notified by CLAXTON using the email address on file (if available) and offered the option to accept or reject transferring your information to any new owners (not accepting transferring registration ownership, should that ever become necessary, will result in loss of “registered” status of the product relating to any future upgrades or support).
3. OWNERSHIP. The SOFTWARE is owned and copyrighted by CLAXTON. Your license confers no title or ownership in the SOFTWARE and should not be construed as a sale of any right in the SOFTWARE.
4. COPYRIGHT. The SOFTWARE is protected by United States and Canadian copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the SOFTWARE is transferred to you. You further acknowledge that title and full ownership rights to the SOFTWARE will remain the exclusive property of CLAXTON and you will not acquire any rights to the SOFTWARE except as expressly set forth in this license. You agree that any copies of the SOFTWARE will contain the same proprietary notices which appear on and in the SOFTWARE.
5. REVERSE ENGINEERING. You agree that you will not attempt to reverse compile, modify, translate, or disassemble the SOFTWARE in whole or in part.
6. UNAUTHORIZED USE. You may not use, copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the SOFTWARE except as provided in this agreement. Any such unauthorized use shall result in immediate and automatic termination of this license.
7. U.S. GOVERNMENT INFORMATION. Use, duplication, or disclosure by the U.S. Government of the computer software and documentation in this package shall be subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.277-7013 (Oct 1988) and FAR 52.227-19 (Jun 1987). The Contractor is CLAXTON.
8. NO OTHER WARRANTIES. CLAXTON DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. CLAXTON DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
9. LIMITED WARRANTY. THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. CLAXTON DISCLAIMS ALL WARRANTIES RELATING TO THIS SOFTWARE, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER CLAXTON NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE, EVEN IF CLAXTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. THE PERSON USING THE SOFTWARE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.
SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT LIABILITY IS BY LAW INCAPABLE OF EXCLUSION OR RESTRICTION.
10. SEVERABILITY. In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this license.
11. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL CLAXTON OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF CLAXTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CLAXTON'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.
12. GOVERNING LAW. This agreement shall be governed by the laws of the Ontario, Canada, excluding the application of its conflicts of law rules and shall inure to the benefit of CLAXTON and any successors, administrators, heirs and assigns. Any action or proceeding brought by either party against the other arising out of or related to this agreement shall be brought only in a PROVINCIAL or FEDERAL COURT of competent jurisdiction located in Toronto, Ontario, Canada. The parties hereby consent to in persona jurisdiction of said courts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
13. ENTIRE AGREEMENT. This is the entire agreement between you and CLAXTON which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.
14. RESERVED RIGHTS. All rights not expressly granted here are reserved to CLAXTON.
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