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THIS LICENSE AGREEMENT ("LICENSE") IS AN AGREEMENT BETWEEN YOU AND MICRONEIL RESEARCH CORPORATION ("MICRONEIL"). MICRONEIL IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE. PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE, AS BY USING THE SOFTWARE YOU INDICATE THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, MICRONEIL IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU SHOULD PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT AND YOUR MONEY WILL BE REFUNDED.
1. Grant of License. The application, demonstration, system and all other software, data files and related documentation accompanying this License, whether on CD-ROM, delivered electronically, or on any other media (the "Software") are licensed to you by MicroNeil according to the terms of this License. This license allows you to use the Software on a single computer. You may also make one additional copy of the Software in the form in which it is provided to you for backup purposes. In addition, you may print portions of the documentation for your own reference provided you do not disclose any portion of the software or documentation to any third party. You must reproduce, on all copies you make of the Software, the MicroNeil copyright notice and any other proprietary legends that are on the original copy of the Software.
2. Restrictions. The Software contains copyrighted material, trade secrets, and other proprietary material of MicroNeil and it's licensors. You agree that in order to protect those proprietary materials, except as expressly permitted by applicable legislation, you will not decompile, reverse engineer, disassemble or otherwise reduce all or any part of the Software to human-readable form unless MicroNeil provided it to you in human-readable form. You may not modify, rent, lease, loan, distribute or create derivative works based upon the Software in whole or in part for any purpose.
3. Ownership. The Software and documentation are licensed, not sold, to you for use only under the terms of this License, and MicroNeil reserves all rights not expressly granted to you in this License. You own the media (if any) on which the Software and documentation are recorded but MicroNeil and/or MicroNeil's licensors retain title to the Software and related documentation, and all intellectual property rights therein.
4. Termination. This License is effective until terminated. You may terminate this License at any time by destroying all copies of the Software and related documentation in your possession or control. This License will terminate immediately without notice from MicroNeil if you fail to comply with any provision of this License. Upon termination you must destroy all copies of the Software and related documentation in your possession or control.
5. Limited Warranty on Media (If applicable). MicroNeil warrants the media on which the Software is recorded to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase as evidenced by a copy of the receipt. MicroNeils' entire liability and your exclusive remedy will be the replacement of the media not meeting MicroNeils limited warranty returned to MicroNeil with a copy of the receipt. MicroNeil will have no responsibility to replace any media damaged by accident, abuse or misapplication. ANY IMPLIED WARRANTIES ON THE MEDIA, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
6. Limited Warranty on Software. THE SOFTWARE IS WARRANTED TO PERFORM SUBSTANTIALLY AS DESCRIBED IN THE DOCUMENTATION WHEN IT IS USED ACCORDING TO THE GUIDELINES SET FORTH THEREIN AND FOR THE PURPOSE IT WAS INTENDED. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE MAY CONTAIN ERRORS AND THAT USE OF THE SOFTWARE AND RELATED DOCUMENTATION IS AT YOUR SOLE RISK. SHOULD THE SOFTWARE OR RELATED DOCUMENTATION PROVE DEFECTIVE, YOU (AND NOT MICRONEIL OR ANY MICRONEIL REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. IF THE SOFTWARE FAILS TO PERFORM SUBSTANTIALLY AS DESCRIBED IN THE DOCUMENTATION, AND MICRONEIL IS UNABLE OR UNWILLING TO CORRECT THE SOFTWARE AFTER A REASONABLE EFFORT, YOUR SOLE REMEDY WILL BE TO RETURN THE SOFTWARE TO MICRONEIL FOR A REFUND. MICRONEIL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE HAS NOT BEEN DESIGNED, TESTED, OR MANUFACTURED FOR USE IN APPLICATIONS WHERE THE FAILURE, MALFUNCTION, OR ANY INACCURACY OF THE APPLICATION CARRIES A RISK OF DEATH, SERIOUS BODILY INJURY, OR DAMAGE TO TANGIBLE PROPERTY, INCLUDING, BUT NOT LIMITED TO, USE IN FACTORY CONTROL SYSTEMS, MEDICAL DEVICES OR FACILITIES, NUCLEAR FACILITIES, AIRCRAFT OR AUTOMOBILE NAVIGATION OR COMMUNICATION, EMERGENCY SYSTEMS, OR OTHER APPLICATIONS WITH A SIMILAR DEGREE OF POTENTIAL HAZARD. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MICRONEIL OR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR RESELLERS SHALL CREATE ANY WARRANTY IN ADDITION TO THOSE GIVEN HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL MICRONEIL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION UNDER ANY THEORY, INCLUDING CONTRACT, TORT, OR NEGLIGENCE, EVEN IF MICRONEIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL MICRONEILS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC LICENSE OF THE SOFTWARE AND RELATED DOCUMENTATION TO WHICH THE LIABILITY IS RELATED.
8. Controlling Law and Severability. THIS LICENSE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES AND THE STATE OF VIRGINIA, EXCEPT FOR ITS CONFLICT OF LAWS PRINCIPLES. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.
9. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and related documentation and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by an authorized officer of MicroNeil.
If you have any questions or comments about this License, please contact MicroNeil Research Corporation at 22446 Davis Drive, Suite #187-A, Sterling, VA, 20164, USA. Email: Support@MicroNeil.com.