IMPORTANT READ CAREFULLY. This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and TORViC Technologies, Inc. (“TORViC”) for the FlexTrac software that accompanies this EULA, which includes computer software and associated media, printed materials, and "online" or electronic documentation (“SOFTWARE”). The SOFTWARE also includes any updates and supplements to the original SOFTWARE provided to you by TORViC. An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE.
The SOFTWARE is licensed, not sold.
ELIGIBLE LICENSEES. This SOFTWARE is available for license solely to SOFTWARE owners, with no right of duplication or further distribution, licensing, or sub-licensing. IF YOU DO NOT OWN THE SOFTWARE, THEN DO NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.
1. GRANT OF LICENSE. TORViC grants to you a personal, non-transferable and non-exclusive right to use the SOFTWARE, provided that you comply with all terms and conditions of this EULA:
1.1 Installation & Use. You may install, use, access, display, run, or otherwise interact with (“RUN”) a single, one copy of the SOFTWARE, or any prior version for the same operating system, on a single computer, workstation or other digital electronic device (“COMPUTER”). The SOFTWARE may only be used with a single, one database that contains your records ("DATABASE") stored on the COMPUTER, however the SOFTWARE may also be used, for training purposes only, with a demonstration database supplied by TORViC.
1.2 Copy & Transfer. You agree you will not copy the SOFTWARE except as necessary to use it on a single COMPUTER. You agree that you may not copy the SOFTWARE or any of the written materials accompanying the SOFTWARE. Modifying, translating, renting, lending, copying, transferring or assigning all or part of the SOFTWARE, or any rights granted hereunder, to any other persons or entities and removing any proprietary notices, labels or marks from the SOFTWARE is strictly prohibited. Furthermore, you hereby agree not to create derivative works based on the SOFTWARE. You may not transfer this SOFTWARE.
1.3 Network Application. You may also store or install a copy of the SOFTWARE on any computer connected to the same internal network based on a single external IP (“NETWORK”), to which the COMPUTER is connected provided that the SOFTWARE is used only with the DATABASE. The SOFTWARE may not be shared or used concurrently on any computer not connected to the NETWORK or with any secondary, other database.
1.4 Separation of Components. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one COMPUTER.
1.5 Rental. You may not rent, lease, or lend the SOFTWARE.
1.6 Reservation of Rights. All rights not expressly granted to you by this EULA are reserved by TORViC.
SUPPORT SERVICES. TORViC may provide you with support services related to the SOFTWARE (“SUPPORT”). Use of SUPPORT is governed by the most updated SUPPORT policies and programs described in the FlexTrac Client Support & Software Maintenance Policies manual, in "online" documentation, and/or in other provided materials. Any supplemental SOFTWARE code, enhancements provided to you as part of SUPPORT shall be considered part of the SOFTWARE and subject to the terms and conditions of this EULA. With respect to technical information you provide to TORViC as part of SUPPORT, TORViC may use such information for its business purposes, including for the enhancement of the SOFTWARE and/or SUPPORT.
OEM SUPPORT. OEM SUPPORT for the SOFTWARE IS provided by TORViC only. For OEM SUPPORT, please call TORViC at +1.855.997.9933. Should you have any questions concerning this, please refer to the address provided in the documentation.
REVERSE ENGINEERING. You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting to reverse compile, modify, translate or disassemble the SOFTWARE in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion of the rights granted hereunder TORViC.
TERMINATION. This EULA is effective until terminated by either party. You may terminate this agreement at any time by returning all copies of the SOFTWARE and all of its component parts to TORViC. Without prejudice to any other rights, TORViC may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.
UPGRADES. If the SOFTWARE is an upgrade from an earlier release or previously released version, you now may use that upgraded product only in accordance with this EULA. If the SOFTWARE is an upgrade of a software program which you licensed as a single product, the SOFTWARE may be used only as part of that single product package and may not be separated for use on more than one computer.
COPYRIGHT. The SOFTWARE is licensed, not sold. 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 TORViC and/or its suppliers, and you will not acquire any rights to the SOFTWARE, except as expressly set forth above. All copies of the SOFTWARE will contain the same proprietary notices as contained in or on the SOFTWARE. All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by TORViC or its suppliers. The SOFTWARE is protected by copyright laws and international treaty provisions. You may not copy the printed materials accompanying the SOFTWARE.
DUAL-MEDIA. You may receive the SOFTWARE in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your COMPUTER. You may not RUN the other medium on another COMPUTER. You may not loan, rent, lease, or otherwise transfer the other medium to another user.
BACKUP COPY. After installation of one copy of the SOFTWARE pursuant to this EULA, you may keep the original media on which the SOFTWARE was provided by TORViC solely for backup or archival purposes. You may not otherwise make copies of the SOFTWARE or the printed materials accompanying the SOFTWARE.
EXPORT. You agree not to export the SOFTWARE.
U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
APPLICABLE LAW. If you acquired this SOFTWARE in the United States, this EULA is governed by the laws of the State of Delaware. If you acquired this Software in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquired this Software in the European Union, Iceland, Norway, or Switzerland, then local law applies. If you acquired this Software in any other country, then local law may apply.
MISCELLANEOUS. Should you have any questions concerning this AGREEMENT, or if you desire to contact TORViC for any reason connected to FlexTrac, please mail TORViC at 40 E. Main Street, Suite 532, Newark, DE 19711, U.S.A. or call FlexTrac at +1.855.997.9933.
INDEMNIFICATION BY YOU. If you distribute the SOFTWARE in violation of this EULA, you agree to indemnify, hold harmless and defend TORViC and its suppliers from and against any claims or lawsuits, including attorney's fees that arise or result from the use or distribution of the Software in violation of this Agreement. TORViC Technologies, Inc. 40 E. Main Street, Suite 532, Newark, DE 19711, U.S.A.
DISCLAIMER OF WARRANTY. The SOFTWARE is provided "AS IS" without warranty of any kind. TORViC and its suppliers disclaim and make no express or implied warranties and specifically disclaim the warranties of merchantability, fitness for a particular purpose and non-infringement of third-party rights. The entire risk as to the quality and performance of the SOFTWARE is with you. Neither TORViC nor its suppliers warrant that the functions contained in the SOFTWARE will meet your requirements or that the operation of the SOFTWARE will be uninterrupted or error-free. TORViC IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TORViC AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, YOU MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TORVIC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, MALPRACTICE, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF TORViC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TORViC’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE; PROVIDED, HOWEVER, IF YOU HAVE PURCHASED SUPPORT SERVICES, TORViC’S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PLUS THE COST OF THE SUPPORT SERVICES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and TORViC relating to the SOFTWARE and the SUPPORT services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE or any other subject matter covered by this EULA. To the extent the terms of any TORViC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
[LIC 20100419]
