PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THIS SOFTWARE. BY DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. PLEASE PRINT OUT A COPY FOR YOUR RECORDS. THIS AGREEMENT SUPERSEDES PREVIOUS VERSIONS.
IT WORKS SOFTWARE, INC. IS WILLING TO LICENSE THE SOFTWARE “AceErase™” TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY (REFERENCED BELOW AS “YOU” OR “YOUR”) THAT WILL BE UTILIZING THE SOFTWARE ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND IT WORKS SOFTWARE, INC. BY DOWNLOADING THIS SOFTWARE, CLICKING ON THE “I AGREE”, “I ACCEPT” OR “YES” BUTTON, OR OTHERWISE INDICATING CONSENT ELECTRONICALLY, OR BY LOADING, OR INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE, OR CANCEL THE DOWNLOAD, OR CLICK ON THE “I DO NOT AGREE”, “I DO NOT ACCEPT”, OR “NO” BUTTON, OR OTHERWISE INDICATE REFUSAL, CANCEL THE INSTALLATION, MAKE NO USE OF THE SOFTWARE, OR MAKE NO FURTHER USE OF THE SOFTARE.
As used in this Agreement, the term “Software” refers to the AceErase™ software which you have selected to download or use, including any documentation files accompanying the Software (the “Documentation”). The term “Software” also shall include any upgrades, modified versions or updates of the Software made available to you by IT Works Software, Inc. The Software is deemed accepted by you upon download of the Software.
2) License Grant
“You” means the person, company, or legal entity who is being licensed to use the Software or Documentation. “We,” “us” and “our” means IT Works Software, Inc.
We hereby grant you a perpetual, nonexclusive, nontransferable license to: (i) install and use the Software on any single computer, provided the Software is in use on only one computer at any time. The Software is “in use” on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer—for example, a hard disk, CD-ROM or other storage device; and (ii) make one backup copy of the Software for archival purposes only as described in section (6) Archival or Backup Copies (below).
The Software and the Documentation shall be used only by you, only for your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity. Notwithstanding the foregoing, you acknowledge and agree that, depending on the version (trial version, professional version) of the Software you select to download or install, certain restrictions may apply to your use of the Software and certain features of the Software (“Enhanced Features”) may be unavailable to you or available subject to certain limitations, as follows:
2.1) Trial Versions:
If you select to download or install a free trial version of the Software, you will be unable to access the Enhanced Features of the Software unless you upgrade to the professional version of the Software, and pay the applicable fee. No technical support will be provided with the free trial version of the Software. Updates (bug fixes or minor enhancements to the software) for the free trial version of the Software will be made available free of charge only until the next major version release (i.e. from 1.0 to 2.0, or from 2.0 to 3.0, etc.) or as deemed necessary at the sole discretion of IT Works Software, Inc.
2.2) Professional Version:
If you select to purchase the professional version of the Software and pay the applicable license fee, your ability to access the Enhanced Features of the Software on the number of computers for which you have paid the applicable license fee will continue perpetually, subject to the terms of this Agreement. Technical support will be provided in any form deemed appropriate by IT Works Software, Inc. at no charge for the paid professional version of the Software, and may be subject to change at any time at the sole discretion of IT Works Software, Inc. Updates (bug fixes or minor enhancements to the software) for the paid professional version of the Software will be made available free of charge only until the next major version release (i.e. from 1.0 to 2.0, or from 2.0 to 3.0, etc.) or as deemed necessary at the sole discretion of IT Works Software, Inc.
3) Version support:
IT Works Software, Inc., at its sole discretion may discontinue ongoing support for older versions of the Software, or may discontinue ongoing support for specific operating system versions at any time. For current support notifications on your specific Software version or operating system version, please visit ITWorksSoftware.com.
We remain the owner of all right, title and interest in the Software including any associated media, printed materials and electronic documentation. You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this License Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with IT Works Software, Inc. Any other use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.
The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by IT Works Software, Inc. You may not remove any proprietary notice of IT Works Software, Inc. from any copy of the Software or Documentation.
6) Archival or Backup Copies
You may copy the Software for back up and archival purposes only, provided that the original and the copy are kept in your possession and that your installation and use of the Software does not exceed that allowed in the “License Grant” section above.
7) Things You May Not Do
The Software and Documentation are protected by United States copyright laws and international treaties. You must treat the Software and Documentation like any other copyrighted material—for example, a book.
You may not:
- copy the Documentation,
- copy the Software except to make archival or backup copies as provided above,
- modify, translate, or adapt the Software or merge it into another program, or create derivative works based upon the Software in whole or in part,
- reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software,
- remove, alter, or deface any copyright or proprietary notices or labels on the Software or Documentation,
- distribute copies of the Software or Documentation,
- place the Software onto a server so that it is accessible via a public network such as the Internet,
- or sublicense, rent, resell, lease or lend any portion of the Software or Documentation.
Any use in violation of this section shall immediately terminate your license to this Software.
You may transfer all your rights to use the Software and Documentation to another person or legal entity provided you transfer this Agreement, the Software and Documentation, including all copies, updates and prior versions to such person or entity and that you retain no copies, including copies stored on computer.
9) Limited Warranty
IT Works Software, Inc. warrants that for a period of 30 days after purchase the Software will operate in substantial accordance with the Documentation. SHOULD THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND IT WORKS SOFTWARE, INC.’S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT IT WORKS SOFTWARE, INC.’S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY IT WORKS SOFTWARE, INC.’S REGARDING THE SOFTWARE. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED “AS IS.” To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND IT WORKS SOFTWARE, INC. DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether IT Works Software, Inc. knows or had reason to know of your particular needs. IT WORKS SOFTWARE, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. No employee, agent, dealer or distributor of IT Works Software, Inc. is authorized to modify this limited warranty, nor to make any additional warranties.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10) Limitation of Liability
IN NO EVENT WILL IT WORKS SOFTWARE, INC. BE LIABLE TO YOU, OR ANY THIRD PARTY FOR ANY DATA LOSS, DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF IT WORKS SOFTWARE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT WORKS SOFTWARE’S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11) Export Restrictions
You acknowledge that the Software is subject to the export control laws and regulations of the United States (“U.S.”) and agree to abide by those laws and regulations. Under U.S. law, the Software may not be downloaded or otherwise exported, re-exported, or transferred to restricted countries, restricted end-users, or for restricted end-uses. The U.S. currently has embargo restrictions against Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. The lists of restricted end-users are maintained on the U.S. Commerce Department’s Denied Persons List, the Commerce Department’s Entity List, the Commerce Department’s List of Unverified Persons, and the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons. In addition, the Software may not be downloaded or otherwise exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production or use of missiles or support of missile projects; and (3) the design, development, production, or use of chemical or biological weapons. By downloading or using the Software, you are agreeing to the foregoing. You are also warranting that you are not (i) located in, or a resident or national of, a restricted country; (ii) on any of the U.S. lists of restricted end-users; or (iii) engaged in any activity related to weapons of mass destruction. You understand that the requirements and restrictions of U.S. law as applicable to you may vary depending on the Software downloaded or installed and may change over time, and that, to determine the precise controls applicable to the Software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Foreign Assets Control Regulations.
The Software contains trade secrets and proprietary know-how that belong to IT Works Software, Inc. and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
13) Term and Termination
This license agreement takes effect upon your use of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement.
14) General Provisions
This written license agreement is the exclusive agreement between you and IT Works Software, Inc. concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software. This License Agreement shall be construed, interpreted and governed by the laws of the State of California, U.S.A. without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate court sitting in the State of California, U.S.A. This License Agreement shall constitute the entire Agreement between you and IT Works Software, Inc. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.