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
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
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
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