END-USER LICENSE AGREEMENT (“EULA”)
IMPORTANT – READ CAREFULLY – THIS IS A LEGALLY-BINDING AGREEMENT
THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND PLUMB-EZ, INC., A COLORADO CORPORATION (“PLUMB-EZ”), FOR THE SOFTWARE PRODUCT KNOWN AS ‘PLUMB-EZ’ WHICH INCLUDES COMPUTER SOFTWARE AND ASSOCIATED MEDIA AND DOCUMENTATION (COLLECTIVELY “LICENSED SOFTWARE”). BY OPENING THE SOFTWARE PACKAGING, COMPLETING THE SERIALIZATION PROCESS, OR DOWNLOADING, INSTALLING, ACCESSING OR UTILIZING THE LICENSED SOFTWARE, OR CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, PROMPTLY RETURN WITHIN 10 DAYS OF PURCHASE THE UNOPENED AND UNUSED LICENSED SOFTWARE TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A REFUND.
- Protection; Ownership. The Licensed Software may include software owned by third-parties (collectively “Third-Party Owners”). The Third-Party Owners are third-party beneficiaries of this EULA and You agree to be bound to them under all the terms and conditions of this EULA, unless and to the extent that a separate license agreement for such software governs. The Licensed Software is protected by copyright and other intellectual property laws and treaties. Plumb-EZ or a Third-Party Owner retain ownership of the Licensed Software and the copies of the Licensed Software provided herewith. The Licensed Software is licensed, not sold, to You for use subject to the terms set forth in this EULA.
- License. For as long as You comply with the terms of this EULA, Plumb-EZ grants to You a limited term, non-exclusive license to use the Licensed Software on a single computer or workstation. You may also store or install a copy of the Licensed Software on a network server, used only to run the Licensed Software on Your other computers over an internal network; however, You must first acquire and dedicate a license for each separate computer on which the Licensed Software is run over the network. A license for the Licensed Software may not be shared or used concurrently on different computers. You shall not allow the Licensed Software to be run by more computers than the aggregate number of duly authorized and licensed computers. Upon request by Plumb-EZ, but not more than once annually, You will report the number of copies in use by You.
- Excel® License Required. In order for You to use Plumb-EZ, You must have a valid license under another EULA for the latest corresponding version of the Excel® spreadsheet software product by Microsoft®.
- Additional Users. If You wish to expand the number of authorized concurrent users covered by the License, then You may be able to purchase the additional licenses from Plumb-EZ. Such added licenses will be affected by the provision of additional serialization code(s) by Plumb-EZ.
- Backup Copy. You may make one backup copy of the Licensed Software, provided Your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy unless You transfer all rights in the Licensed Software.
- No Transfer. You may not rent, lease, sell, sublicense, assign or transfer Your rights in the Licensed Software, nor authorize all or any portion of the Software to be copied onto another user’s computer except as may be expressly permitted herein. You may, however, transfer all Your rights to use the Licensed Software to another person or legal entity provided also that: (1) You transfer this EULA and the serial number(s), Licensed Software, including all copies, updates and prior versions to such person or entity; (2) You retain no copies of the Licensed Software, including backups and copies stored on a computer; and (3) the receiving party accepts the terms and conditions of this EULA and any other terms and conditions upon which You legally purchased a license to the Licensed Software.
- Restrictions. The Licensed Software is licensed as a single product and its component parts may not be separated for use on more than one computer. You shall not reverse engineer, nor try to reconstruct, nor discover any source code or underlying ideas used in the Licensed Software, except to the extent expressly permitted by law. You shall not remove nor conceal any product identification or proprietary notices contained in or on the Licensed Software.
- Reservation of Rights. All rights not expressly granted are reserved by Plumb-EZ.
- Limited Warranty and Remedy. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTY AND REMEDY SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. Except as provided for in this EULA, no Plumb-EZ reseller, dealer, agent or employee is authorized to modify or add to the following warranties and remedies.
Plumb-EZ warrants for a period of 30 days following delivery of the Licensed Software that: (1) the media on which the Licensed Software is furnished shall be free from defects in materials and workmanship under normal use; and (2) the Licensed Software will perform substantially in accordance with Plumb-EZ’s user documentation accompanying the Licensed Software. Plumb-EZ does not warrant that the Licensed Software will meet Your requirements or that the operation of the Licensed Software will be uninterrupted or error free or that all defects will be corrected. This Limited Warranty is void if failure of the Licensed Software has resulted from accident, abuse, modification, or misapplication of the Licensed Software.
If You believe there is a defect in the Licensed Software such that it does not meet the Limited Warranty provided herein, then You must notify Plumb-EZ in writing within the 30-day warranty period. Plumb-EZ’s entire liability and Your exclusive remedy with regard to the Limited Warranty, shall be, at Plumb-EZ’s sole discretion, either repair or replacement of the Licensed Software, or a refund of the amount paid by You for the Licensed Software; provided, however, in case of a refund You also must return the Licensed Software with a copy of Your receipt. Any repaired or replacement Licensed Software shall be warranted for the remainder, if any, of the original warranty period.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLUMB-EZ AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, WITH REGARD TO THE LICENSED SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. ALSO, BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THESE LIMITATIONS MAY NOT APPLY TO YOU.
UNLESS BOTH EXPRESSLY REPRESENTED AND AGREED IN WRITING, THE LICENSED SOFTWARE IS NOT DESIGNED, OR INTENDED FOR USE IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD CREATE A SITUATION WHERE SUBSTANTIAL PROPERTY DAMAGE OR PERSONAL INJURY OR DEATH MAY OCCUR. PLUMB-EZ AND ANY Third-Party Owners RECOMMEND AGAINST, AND DISCLAIM ANY LIABILITY FOR, USE OF THE LICENSED SOFTWARE IN ANY SUCH APPLICATION.
You understand and acknowledge that Plumb-EZ will not be liable for network-related problems attributable to the operation of the Licensed Software and that network configuration changes may affect the system’s performance.
In no event will Plumb-EZ and its suppliers be liable for indirect, special, incidental, consequential, or other damages arising out of the use or inability to use the licensed software, 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 Licensed Software or the provision of or failure to provide support services, even if Plumb-EZ has been advised of the possibility of such damages. In particular, and without limitation, Plumb-EZ shall have no liability for any data stored or processed with the Licensed Software, including the costs of recovering such data.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLUMB-EZ’S ENTIRE LIABILITY UNDER THIS EULA SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE LICENSED SOFTWARE.
- Maintenance and Support. Plumb-EZ may provide maintenance and/or technical support (including upgrades and enhancements) for the Licensed Software, but only through separate agreements. Please contact Plumb-EZ or the place from which You obtained the Licensed Software if You wish to obtain maintenance and/or technical support through the execution of such an agreement.
- Export Control. You may not export, ship, transmit, or re-export the Licensed Software in violation of any applicable law or regulation, including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce, or any such similar law or regulation issued by such other governmental entity which may have jurisdiction over such export.
- United States Government Restricted Rights. THIS SECTION APPLIES ONLY TO LICENSING OR USE BY THE FEDERAL GOVERNMENT OF THE UNITED STATES. The Licensed Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the federal government is subject to restricted rights as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at 252.227-7014 for DOD contracts and at FAR (48 CFR 52.227-19) for civilian agency contracts, or other successor or comparable agency clauses.
- Whole Agreement. This EULA and any applicable Plumb-EZ order form or maintenance and support agreement or like document supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Licensed Software and constitutes the entire agreement between You and Plumb-EZ relating to the licensed rights for the Licensed Software, and any additions to, or modifications of, this EULA shall be binding upon the parties only if the same shall be in writing and duly executed by You and by a duly authorized representative of Plumb-EZ. If any part of this EULA is found void and unenforceable, then it will not affect the validity of the balance of this EULA, which shall remain valid and enforceable according to its terms. THE TERMS AND CONDITIONS OF ANY CORRESPONDING PURCHASE ORDER OR OTHER ORDER CONFIRMATION FORM RELATING TO THE LICENSED SOFTWARE ARE ONLY BINDING ON PLUMB-EZ IF SUCH TERMS AND CONDITIONS ARE AGREED TO IN WRITING IN ACCORDANCE WITH THE FOREGOING AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER OR OTHER ORDER CONFIRMATION FORM.
- Assignability. This EULA shall inure to the benefit of, and is freely assignable to, Plumb-EZ’s successors and assignees of rights in the Licensed Software.
- Resellers. If You acquired the Licensed Software through a Reseller, You acknowledge that: (1) payment and delivery terms for the Licensed Software must be established separately and independently between the You and the Reseller; (2) this EULA constitutes the entire agreement between the You and Plumb-EZ regarding the license rights for the Licensed Software as described herein and is controlling; (3) the terms and conditions of any purchase order or any other agreement between the You and the Reseller are not binding on Plumb-EZ; (4) the Reseller is not Plumb-EZ’s agent and is not authorized to alter, amend or modify the terms of this EULA or to otherwise grant any license or other rights relating in any way to the Licensed Software; and (5) Your nonpayment of any amount due to a Reseller or any relevant third party relating to its licensed rights under this EULA shall constitute a basis for Plumb-EZ’s termination of this EULA. You further acknowledge that Plumb-EZ makes no representation or warranty with regard to any services provided by any Reseller, or any actions or failures to act by any Reseller.
- Governing Law. If You acquired this Licensed Software in the United States or Canada, then this EULA is governed by the laws of the State of Colorado without regard to its conflict-of-law provisions.