End User License Agreement
Version 2.0, April 2009
These license terms are an agreement ("Agreement") between Loqu8,
Inc. ("Loqu8") (or based on where you live, one of its affiliates)
and you. Please read them. They apply to the software that
accompanies these license terms, which includes the media on which
you received it, if any. The terms of this Agreement also apply to
any Loqu8 updates, supplements, Internet-based services, and support
services, whether provided by Loqu8 or any of its affiliates, unless
other terms accompany those items. If so, those terms apply. IF YOU
DO NOT ACCEPT THE LICENSE TERMS, DO NOT USE THE SOFTWARE. INSTEAD,
RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR CREDIT
WITHIN THIRTY DAYS OF PURCHASE. If you cannot obtain a refund there,
contact Loqu8 or the Loqu8 affiliate serving your country for
information about Loqu8's refund policies. USING THE SOFTWARE ALSO
OPERATES AS YOUR CONSENT TO THE TRANSMISSION TO LOQU8 AND/OR ITS
AFFILIATES OF CERTAIN INFORMATION DURING ACTIVATION, VALIDATION AND
FOR INTERNET-BASED SERVICES. IF YOU COMPLY WITH THESE LICENSE TERMS,
YOU HAVE THE RIGHTS BELOW FOR EACH LICENSE YOU ACQUIRE.
1. OVERVIEW. These license terms permit installation and use of one
copy of the software on one device (the "Device"), along with other
rights, all as described below.
2. INSTALLATION AND USE RIGHTS.
a. Licensed Device. You may install and use one copy of the software
on the licensed Device. A hardware partition or blade is considered
to be a separate Device.
b. Separation of Components. The software and all included
components are licensed as a single unit, and you may not separate
the components and install them on different devices.
c. Licensed User. Except as set forth below with respect to the Home
Use License, the software is licensed for use by one single user
(the "User").
d. Home Use License. If you purchased a Home Use License, you may
install and use the software on multiple Devices, provided that all
such Devices are located within the same residence (the
"Residence"). Your Home Use License may be used by multiple users,
provided that all such users reside at the Residence ("Home Use
Users"). Usage is restricted to no more than 5 devices or 3 users.
e. Academic License. If you purchased an Academic License, you may
install and use the software on multiple devices within your
academic institution, solely for use by the User and not by other
individuals.
3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
a. Remote Access. The User of the licensed Device may access and use
the software installed on the licensed Device remotely from any
other device. You may allow other users to access the software only
for the purpose of providing you with support services. You do not
need additional licenses for such access. Except as set forth above
with respect to the Home Use License, no other person may use the
software under the same license for any other purpose.
b. Multiplexing. Hardware or software you use to pool connections,
or reduce the number of devices or users that directly access or use
the software (sometimes referred to as "multiplexing" or "pooling"),
does not reduce the number of licenses you need.
c. Trial and Conversion. Some or all of the software may be licensed
on a trial basis. Your rights to use trial software are limited to
the trial period. The trial software and length of the trial period
are set forth during the activation process. You may have the option
to convert ("Convert") your trial rights to subscription or
perpetual rights ("Conversion"). Conversion options will be
presented to you at the expiration of your trial period. After the
expiration of any trial period without Conversion, certain features
of the trial software may be disabled or performance degraded, and
the software may not be fully functional.
d. Subscription Software. If you licensed the software on a
subscription basis, your rights to use the software are limited to
the subscription period. You may have the option to extend your
subscription or convert to a perpetual license. If you extend your
subscription, you may continue using the software until the end of
your extended subscription period. See the software activation
screens or other accompanying materials for subscription details.
After the expiration of your subscription, most features of the
software will stop running. At that time you can continue to open,
view and print any documents you created with the software.
4. MANDATORY ACTIVATION. Activation associates the use of the
software with a specific Device. During activation, the software
will send information about the software and the Device to Loqu8.
This information includes the user account information, domain,
version, the license version, language and the product ID of the
software, Internet protocol address of the Device and information
derived from the hardware configuration of the Device. BY ACTIVATING
OR USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS
INFORMATION. Your rights to use the software will be limited until
the software is activated. This is to prevent its unlicensed use.
THE SOFTWARE MAY PERIODICALLY REMIND YOU TO ACTIVATE UNTIL YOU DO.
After initial activation, some changes to your computer components
or the software may require you to reactivate the software.
5. VALIDATION.
a. Upon activation or Conversion, or from time-to-time afterward,
the software may
require download of the validation feature of the software
("Validation"). The Validation process verifies that the software
has been activated and is properly licensed. Validation may also
permit you to use certain features of the software or to obtain
additional benefits.
b. During Validation, the software will send information about the
software to Loqu8. This information includes the user account
information, domain, IP address, CPU and operating system, version
of the software and the product key. Loqu8 does not use the
information to identify or contact you. BY USING THE SOFTWARE, YOU
CONSENT TO THE TRANSMISSION OF THIS INFORMATION.
c. If the software is not properly licensed, the functionality of
the software may be affected. In addition, you may need to
reactivate the software, or receive reminders to obtain a properly
licensed copy of the software, or you not be able to obtain certain
updates, upgrades or services from Loqu8.
d. You may only obtain updates or upgrades for the software from
Loqu8 or authorized sources.
6. INTERNET-BASED SERVICES. From time to time, Loqu8 may provide
Internet-based services ("Internet Services") for use with the
software, such as additional databases. These Internet Services may
be subject to additional charges or fees. Except as otherwise noted
in materials accompanying a service, Loqu8 may change or cancel them
at any time, for any reason in Loqu8’s sole discretion.
a. Consent for Internet-Based Services. The Internet Services may
require that the Device connect to Loqu8 or service provider
computer systems over the internet. In some cases, you will not
receive a separate notice when they connect. BY USING THESE INTERNET
SERVICES, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. Loqu8
does not use the information to identify or contact you.
Computer Information. The Internet Services use Internet protocols,
which send to the appropriate systems computer information, such as
your IP address, the type of operating system, browser and name and
version of the software you are using, and the language code of the
device where you installed the software. Loqu8 uses this information
to make the Internet-based services available to you.
b. Misuse of Internet-based Services. You may not use the Internet
Services in any way that could harm them or impair anyone else's use
of them. You may not use the Internet Services to try to gain
unauthorized access to any service, data, account or network by any
means.
7. SCOPE OF LICENSE. The software is licensed, not sold. This
agreement only gives you some rights to use the software. Subject to
the terms of this Agreement, Loqu8 hereby grants the User or the
Home Use Users, as applicable, a limited, personal, non-sublicensable,
non-transferable, royalty-free, nonexclusive license to use the
software and any associated documentation, only for such user’s
personal, non-commercial use. In using the software, you must comply
with any technical limitations in the software that only allow you
to use it in certain ways. You may not: work around any technical
limitations in the software; reverse engineer (except and only to
the extent that applicable law expressly permits, despite this
limitation), decompile, disassemble, attempt to discover the source
code or structure, sequence and organization of, or remove any
proprietary notices from the software; ; publish the software for
others to copy; use the software in any way that is against the law;
copy, distribute, rent, lease, timeshare, operate a service bureau
with or lend the software; or use the software for commercial
purposes or for the benefit of a third party, such as software
hosting services. As between you and Loqu8, all title, ownership
rights, and intellectual property rights in and to the software, and
any copies or portions thereof, shall remain in Loqu8 and its
suppliers or licensors. The software is protected by the copyright
laws of the United States and international copyright treaties. This
Agreement does not give you any rights not expressly granted herein.
8. BACKUP COPY. You may make one backup copy of the media. You may
use it only to reinstall the software.
9. DOCUMENTATION. You may copy and use the documentation solely for
your internal, reference purposes.
10. NOT FOR RESALE SOFTWARE. You may not sell software marked as
"NFR" or "Not for Resale."
11. ACADEMIC LICENSE. You must be a "Qualified Educational User" to
use a license marked as "Academic License". If you do not know
whether you are a Qualified Educational User, contact Loqu8 or the
Loqu8 affiliate serving your country.
12. HOME USE LICENSE. You must be a "Home Use User" to use a license
marked as "Home Use License".
13. UPGRADE OR CONVERSION. To upgrade or Convert software, you must
first be licensed for the software that is eligible for the upgrade
or Conversion. Upon upgrade or Conversion, this Agreement takes the
place of the agreement for the software you upgraded or Converted
from. After you upgrade or Convert, you may no longer use the
earlier version of the software you upgraded or Converted from.
14. TERMINATION. You may terminate this Agreement and the license
granted herein at any time by destroying or removing from all
computers, networks, and storage media all copies of the software.
Loqu8 may terminate this Agreement and the license granted herein
immediately if you breach any provision of this Agreement. Upon
receiving notice of termination from Loqu8, you will destroy or
remove from all computers, networks, and storage media all copies of
the software.
15. EXPORT RESTRICTIONS. The software is subject to United States
export laws and regulations. You shall comply with all export laws
and restrictions and regulations of the Department of Commerce, the
United States Department of Treasury Office of Foreign Assets
Control ("OFAC"), or other United States or foreign agency or
authority, and not to export, or allow the export or re-export of
the software in violation of any such restrictions, laws or
regulations. By downloading or using the software, You are
representing and warranting that you are not located in, under the
control of, or a national or resident of any restricted country or
on any such list.
16. SUPPORT SERVICES. This Agreement does not entitle you to any
support, upgrades, patches, enhancements, or fixes for the Software
(collectively, "Support"). Any such Support for the software that
may be made available by Loqu8 shall become part of the software and
subject to this Agreement.
17. ENTIRE AGREEMENT. This agreement (including the warranty below),
any addendum or amendment included with the software, and the terms
for supplements, updates, Internet Services and support services
that you use, are the entire agreement for the software and support
services. If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be reformed only
to the extent necessary to make it enforceable.
18. DISPUTE RESOLUTION.
a. Applicable Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the state of California,
without regard to its conflict of laws principles and without regard
to the United Nations Convention on the International Sale of Goods.
b. Arbitration. Any dispute arising from or relating to the subject
matter of this Agreement shall be finally settled by arbitration in
San Francisco, California, using the English language in accordance
with the Arbitration Rules and Procedures of the Judicial
Arbitration and Mediation Service, Inc. ("JAMS") then in effect, by
one or more commercial arbitrator(s) with substantial experience in
resolving complex commercial contract disputes, who may or may not
be selected from the appropriate list of JAMS arbitrators. If the
parties cannot agree upon the number and identity of the arbitrators
within fifteen (15) days following the Arbitration Date, then a
single arbitrator shall be selected on an expedited basis in
accordance with the Arbitration Rules and Procedures of JAMS. Any
arbitrator so selected shall have substantial experience in the
software industry. The arbitrator(s) shall have the authority to
grant specific performance and to allocate between the parties the
costs of arbitration (including service fees, arbitrator fees and
all other fees related to the arbitration) in such equitable manner
as the arbitrator(s) may determine. The prevailing party in the
arbitration shall be entitled to receive reimbursement of its
reasonable expenses (including reasonable attorneys’ fees, expert
witness fees and all other expenses) incurred in connection
therewith. Judgment upon the award so rendered may be entered in a
court having jurisdiction or application may be made to such court
for judicial acceptance of any award and an order of enforcement, as
the case may be. Notwithstanding the foregoing, each party shall
have the right to institute an action in a court of proper
jurisdiction for preliminary injunctive relief pending a final
decision by the arbitrator(s), provided that a permanent injunction
and damages shall only be awarded by the arbitrator(s). For all
purposes of this Section 19, the parties consent to exclusive
jurisdiction and venue in the United States federal Courts located
in the Northern District of California.
19. LIMITATION ON AND EXCLUSION OF DAMAGES. EXCEPT FOR BODILY
INJURY, (I) YOU MAY RECOVER FROM LOQU8 AND/OR ITS AFFILIATES ONLY
DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE AND (II)
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT
LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL
LOQU8 AND/OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS,
LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER
FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE
SOFTWARE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Your software license is for a single user on one
computer system.
If you need to install a second copy for your home computer (or
notebook), let us know.
If your organization users multiple copies, contact Sales and we'll tell you about our volume discounts and site licenses.
