End-User License Agreement for RightsPro Software and Products
RIGHTSASSIST LLC (“RIGHTSASSIST”) LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS "AGREEMENT" or "EULA"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING THIS COMPUTER SOFTWARE AND THE ACCOMPANYING DOCUMENTATION (THE "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE IN ANY WAY.
THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND RIGHTSASSIST. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH RIGHTSASSIST RELATING TO THE SOFTWARE.
Assent to Be Bound
By clicking the "I accept the terms..." checkbox on the signup page, by executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, install or use the Software or product package.
The software licensed hereunder is provided “as is” without any express or implied warranty of any kind including warranties of merchantability or fitness for any particular purpose. In no event shall RightsAssist or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, loss of information) arising out of the use of or inability to use this software, even if RightsAssist has been advised of the possibility of such damages. RightsAssist expressly does not warrant that the software will meet your requirements or that the operation of the software will be uninterrupted or error free. The software licensed hereunder is believed to contain defects. Licensee is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of this software an/or accompanying materials.
You agree that, unless otherwise specifically provided herein or agreed by RightsAssist in writing, the Software and the Documentation, including the specific design and structure of individual programs and the Software, provided to you by RightsAssist constitute confidential proprietary information of RightsAssist. You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of RightsAssist. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by RightsAssist. You will use your best efforts to cooperate with and assist RightsAssist in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do, provide to RightsAssist reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). If you provide such Feedback to RightsAssist, you shall grant RightsAssist the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any RightsAssist product, technology, service, specification or other documentation (individually and collectively, "RightsAssist Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any RightsAssist Product; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a RightsAssist Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require RightsAssist to comply with any additional obligations with respect to any RightsAssist Products that incorporate any Feedback.
Grant of License
Subject to the terms and conditions of this Agreement, RightsAssist hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by RightsAssist; (c) separate Software, which is licensed as a single product, into its component parts. (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) publish any results of benchmark tests run on any Software to a third party without RightsAssist prior written consent; or (i) use any Software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.
Ownership and Copyright of Software
Title to the Software and all copies thereof remain with RightsAssist. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, RightsAssist does not grant any express or implied right to you under RightsAssist patents, copyrights, trademarks, or trade secret information.
Term Of This Agreement
Your rights with respect to the Software will terminate upon the earlier of (a) the initial commercial release by RightsAssist of a generally available version of the Software or (b) six months after the last date you receive the Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will return to RightsAssist (or, at RightsAssist's request, destroy), the Software, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.
Limitation of Liability
Provision of any Software under this Agreement is experimental and shall not create any obligation for RightsAssist to continue to develop, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.
RIGHTSASSIST CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO RIGHTSASSIST BY YOU UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL RIGHTSASSIST BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF RIGHTSASSIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
United States Government Restricted Rights
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.
Governing Law and Choice of Forum
This Agreement shall be governed by and interpreted in accordance with the laws of the state of Maryland, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within the Eastern District of Virginia. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.
You acknowledge that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
This Agreement constitutes the complete and exclusive agreement between you and RightsAssist with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of RightsAssist.