THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR ACQUIRED BY OR FOR AN ENTITY, THE ENTITY) AND COMPUTER STUFF LLC, A CALIFORNIA LIMITED LIABILITY COMPANY. IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE, DISCONTINUE ITS USE IMMEDIATELY AND DESTROY ALL COPIES IN YOUR POSSESSION.
a) “Licensor” means Computer Stuff LLC, a California limited liability company, or its assignee.
b) “Software” means the executable code of Tasklist for Microsoft Outlook, additional tools, libraries, source files, header files, data files, any updates or error corrections provided by Licensor, any user manuals, guides, printed materials, on-line or electronic documentation.
c) “License Key” means a serial number issued to you by Licensor to activate and use the Software.
d) “Named User” is an individual authorized by You to use the Software through the assignment of a single user ID, regardless of whether or not the individual is using the Software at any given time. A non-human operated device is counted as a User in addition to all individuals authorized to use the Software, if such device can access the Software.
e) “Maintenance Plan” is a time-limited right to technical support and Software updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the Software. Licensor will not provide you with generic consultation, assistance, or advice under any other circumstances.
2. LICENSE GRANTS
2.2 This Software is licensed, not sold. Licensor grants you a limited, non-exclusive, non-transferable license to:
a) use the Software on a Named User basis, meaning specific individuals are authorized to access the Software and the total number of named users may not exceed the total number licensed by You.
b) copy the Software in machine-readable form solely for archival and backup purposes.
2.3 The Named User of the Software may install and use the Software on up to three computers (including operating systems and Virtual Machine Environments).
3. LICENSE RESTRICTIONS
3.1 You shall undertake any necessary steps to protect the Software against unauthorized use.
3.2 You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
3.3 You may not sell, rent, lease, sublicense, transfer, resell for profit or otherwise distribute the Software or any part thereof.
3.4 You may not modify the Software or create derivative works based upon the Software.
3.5 You may not remove or obscure any copyright and trademark notices relating to the Software.
4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
4.1 This Agreement gives you limited rights to use the Software. Licensor retains all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Licensor. The structure, organization and code of the Software are valuable trade secrets and confidential information of Licensor.
5. LIMITATION OF LIABILITY
5.1 Licensor shall not be liable for incidental, consequential or indirect damages of any kind. Licensor’s cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee, if any, paid to Licensor for use of the Software.
6. PATENT AND COPYRIGHT INDEMNITY
6.1 In the event the Software is found to infringe the proprietary rights of a third party, Licensor will have the option, at its expense, to
a) modify the Software to cause it to become non-infringing;
b) substitute the Software with other Software reasonably suitable to You, or
c) terminate the license for the infringing Software and refund any license fees paid for the Software.
6.2 Licensor will have no liability for any claim of infringement based on
a) code contained within the Software which was not created by Licensor;
b) use of a superseded or altered release of the Software, if such infringement would have been avoided by the use of a current, unaltered release of the Software that Licensor provides to You, or
c) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Licensor if such infringement would have been avoided by the use of the Software without such programs or data.
7. LIMITED WARRANTIES
7.1 THE SOFTWARE IS PROVIDED “AS IS”. LICENSOR MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. LICENSOR MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE SOFTWARE IS NOT DESIGNED FOR USE IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR MISSION CRITICAL OR HIGH-RISK ACTIVITIES.
7.2 Licensor cannot guarantee that the Software will work at all times. If you change your operating system or your version of Microsoft Outlook, the software may not work any more.
7.3 Licensor reserves the right at any time to cease the support of the Software and to alter prospectively the prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
8.1 Licensor may offer support through its web site. However, your license does not entitle you to any support.
9. MISSION-CRITICAL ACTIVITIES
9.1 The Software is not fault-tolerant and is not designed, manufactured or intended for use or for purposes requiring fail-safe performance, in which the failure of the Software could lead to economic loss or personal injury. Licensor specifically disclaims any express or implied warranty of fitness for any such activities.
10. AUDIT RIGHTS
10.1 Licensor audits your use of the Software to verify compliance with this Agreement. The Software is configured to enable periodic HTTP communication with Licensor. During this communication, license information is transmitted from the Software to Licensor to ensure license compliance. The information transmitted during these periodic updates includes the operating system, license serial number, and other relevant information to verify compliance. If the usage of the Software is considered to be out of compliance with this Agreement, the Software may, without notice, cease to function.
10.2 During the audit process, Licensor has the ability to personally identify the individual that registered with Licensor to acquire the Software license (“Registrant”) through the identification number assigned to your account at the time of registration, by using the personal information the Registrant provided to Licensor during the registration process. Such personal information will only be used by Licensor in connection with such audit process.
11.1 If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.
12. GOVERNING LAW
12.1 This Agreement is to be governed by and construed in accordance with the internal laws of the State of California. Any suit or claim arising from this Agreement shall be brought and maintained in the courts of the State of California or the United States located in San Francisco, California, and You hereby submit to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13. TERM AND TERMINATION
13.1 Your license to use the Software continues until terminated. This license will terminate automatically if you fail to comply with any term hereof. No notice shall be required from Licensor to effect such termination. You may also terminate this Agreement at any time by notifying Licensor in writing of termination. On termination, you must destroy all copies of the Software. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.
18.1 Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of Licensor. Licensor may assign this Agreement without your consent.
15. ENTIRE AGREEMENT
15.1 This Agreement contains the entire agreement between Licensor and You related to the software and supersedes all prior agreements and understandings, whether oral or written. It may be amended only by a writing executed by both parties.