END-USER SOFTWARE LICENSE AGREEMENT FOR THE AURI GROUP, LLC’S, TRIPPIN’™ FUTURE TRIP ORGANIZER™

 

This TAG End-User Software License Agreement ("EUSLA") is a legal agreement between you, either an individual or a single entity, ("Licensee") and The Auri Group, LLC (“TAG”), an Indiana corporation with offices at 4735 Cameron Ridge Drive, Indianapolis, Indiana, 46240, for the Trippin’ Future Trip Organizer software product ("PRODUCT"). By installing, copying, or otherwise using PRODUCT, the Licensee agrees to be bound by the terms of this EUSLA. If the Licensee does not agree to the terms of this EUSLA, do not install or use the PRODUCT; the Licensee may, however, return the PRODUCT to the place of purchase for a refund.

 

1. DEFINITIONS.

a. PRODUCT means all components of Trippin’ Future Trip Organizer supplied by TAG including, but not limited to, the computer software, online electronic documentation, HTML files, help text, PDF files, XML location file interchange format, and sharing network at http://share.futuretrips.com and may include associated media or printed materials.

b. LICENSE means the rights to use the PRODUCT on a single computer running one of the following operating systems, Windows XP Home, Windows XP Professional, Windows 2000 Professional, Windows Me, Windows NT Workstation 4.0, Windows NT Server 4.0, Windows 98, PalmOS, PocketPC 2000, PocketPC 2002, or PocketPC 2003 as set forth in Section 2(b) below.

c. EFFECTIVE DATE means the date that the PRODUCT was delivered to the Licensee.

d. TERM means the period of time TAG grants the LICENSE to the Licensee under the terms and conditions of this EUSLA and is defined by the Perpetual type LICENSE.

e. PERPETUAL LICENSE has an unlimited LICENSE TERM, unless the EUSLA has been terminated earlier.

f. MAINTENANCE means the Licensee's right to receive product and security updates, patches, product upgrades and technical support.

g. ANNUAL MAINTENANCE FEE means the fee paid by the Licensee to TAG for the right to receive one (1) year of MAINTENANCE.

 

2. RIGHTS AND LIMITATIONS.

a. Subject to the terms and condition of this EUSLA, TAG grants the Licensee a non-exclusive, non-assignable LICENSE to use the PRODUCT from the EFFECTIVE DATE and for the duration of the TERM.

b. The PRODUCT may only be installed on computers that are used solely for the Licensee's own personal or internal business. This EUSLA does not grant any rights to use or install the PRODUCT on computers used primarily to service or to benefit persons not having either an employment or contractual business relationship with the Licensee, such as a WEB server servicing the public.

c. Notwithstanding anything else contained in this EUSLA, TAG retains all title to, and, except as expressly and unambiguously licensed herein, all rights to (i) the PRODUCT, and all related documentation and materials, (ii) all of their service marks, trademarks, trade names or any other designations and (iii) all copyrights, patent rights, trade secret rights and other proprietary rights in the PRODUCT. 

d. The initial purchase of a PERPETUAL LICENSE includes MAINTENANCE until the first (1st) year anniversary from the EFFECTIVE DATE. Thereafter, the Licensee must pay the then CURRENT ANNUAL MAINTENANCE FEE for continuation of PRODUCT MAINTENANCE.

e. The Licensee does not have any rights to use the PRODUCT on any operating system other than those explicitly sited in Section 1(b).

 

3. LICENSEE'S OBLIGATIONS.

Except as expressly and unambiguously provided herein and as conditions of the Licensee's LICENSE hereunder, the Licensee represents, warrants and agrees:

a. Not to reverse assemble, de-compile, or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the PRODUCT or from any other information, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

b. To keep all copies of the PRODUCT in the possession of the Licensee.

c. Not to sell, give, lend, give access to, or otherwise transfer the PRODUCT, or copies of the PRODUCT to anyone that is not an employee or consultant of the Licensee, or to anyone that is not bound to all of the terms and conditions of this EUSLA.

d. Not to use the PRODUCT for timesharing, outsourcing, hosting, or service bureau purposes or otherwise allow others, or third parties benefit from the use of the PRODUCT.

e. Not to remove from any copies of the PRODUCT any product identification, copyright or other notices.

f. Not to modify, incorporate into or with other software, or create a derivative work of any part of the PRODUCT.

g. Not to dTAGeminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the PRODUCT.

 

4. TERMINATION.

a. Without prejudice to any other rights, TAG may immediately terminate the LICENSE if the Licensee fails to comply with all of the terms and conditions of this EUSLA. In such an event, the Licensee must destroy all copies of the PRODUCT and all of its component parts.

b. All of the terms and conditions of this EUSLA shall survive termination with the exception of the LICENSE as defined in Sections 1(b) and Sections 2(a) and 2(d). Termination is not an exclusive remedy and all other remedies will be available to Licensor whether or not the LICENSE is terminated.

 

5. GOVERNING LAW. 

This EUSLA shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Indiana and the United States, without regard to conflicts of laws provisions thereof.  This EUSLA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The prevailing party in any action to enforce this EUSLA shall be entitled to recover reasonable costs and expenses, including, without limitation, reasonable attorneys' fees.  If any part of this License is found void or unenforceable, it will not affect the validity of the balance of the License, which shall remain valid and enforceable according to its terms.

 

6. EXPORT AND IMPORT CONTROLS; USE RESTRICTIONS.

The Licensee will not transfer, export, or reexport the PRODUCT, any related technology, or any direct product of either except in full compliance with the export controls administered by the United States and other countries and any applicable import and use restrictions.  The Licensee agrees that it will not export or reexport such items to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List, or to any country to which the United States has embargoed goods, or for use with chemical or biological weapons, sensitive nuclear end-uses, or mTAGiles.  The Licensee represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list. Please contact TAG’s Customer Operations for export classification information relating to the PRODUCT (support@futuretrips.net). The Licensee understands that the foregoing obligations are U.S. legal requirements and agrees that they shall survive any term or termination of this License.  The PRODUCT is a "commercial item," "commercial computer software," and/or "commercial computer software documentation" as defined under U.S. law in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(1), or otherwise. Consistent with DFAR section 227.7202 and FAR Section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the PRODUCT by the U.S. government shall be governed solely by the terms of this EUSLA and shall be prohibited except to the extent expressly permitted in this EUSLA.

 

7. LIMITED WARRANTY AND DISCLAIMER.

TAG WARRANTS THAT FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING THE EFFECTIVE DATE THE PRODUCT WILL MATERIALLY CONFORM TO TAG’S THEN CURRENT OPERATIONAL SPECIFICATIONS. THE FOREGOING WARRANTIES COVER ONLY PROBLEMS REPORTED TO TAG DURING THE WARRANTY PERIOD. ANY LIABILITY OF TAG WITH RESPECT TO THE SOFTWARE OR THE PERFORMANCE THEREOF OR DEFECTS THEREIN UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR, IF TAG DETERMINES, IN ITS SOLE DISCRETION, THAT REPLACEMENT IS INADEQUATE AS A REMEDY OR IMPRACTICAL, TO REFUND OF THE LICENSE FEES  PAID BY THE LICENSEE AND TERMINATION OF THE LICENSE. EXCEPT FOR THE FOREGOING, THE PRODUCT AND TAG PROPRIETARY MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, TAG DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE SOFTWARE WILL BE FREE FROM BUGS, THAT ITS USE WILL BE UNINTERRUPTED, OR REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR OTHER TAG PROPRIETARY MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE LICENSEE UNDERSTANDS THAT TAG IS NOT RESPONSIBLE, AND WILL HAVE NO LIABILITY, FOR HARDWARE, SOFTWARE, OR OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSON OTHER THAN TAG.

 

8. NO WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAG, ITS SUPPLIERS, DISTRIBUTORS AND RESELLERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE PRODUCT.

 

9. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TAG OR ITS SUPPLIERS, DISTRIBUTORS AND RESELLERS 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, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF TAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE LICENSEE.

 

10. CUSTOMER REMEDIES.

TAG’S ENTIRE LIABILITY AND THE LICENSEE'S EXCLUSIVE REMEDY SHALL NOT EXCEED THE LICENSE FEES PAID FOR THE PRODUCT.

 

Revised January 29, 2003