End User License Agreement - SpinFire

Actify, Inc.
SPINFIRE SOFTWARE LICENSE AGREEMENT

SpinFire™ Ultimate
SpinFire™ Reader

PLEASE READ THIS DOCUMENT CAREFULLY. IF YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (the “Agreement”), AND WISH TO RECEIVE AND USE ACTIFY'S SOFTWARE PRODUCT (the “Software”), PLEASE CLICK ON THE YES BUTTON BELOW. THE SOFTWARE WILL ONLY BE INSTALLED ON YOUR MACHINE IF YOU HAVE SO INDICATED YOUR ACCEPTANCE OF THIS AGREEMENT.

Grant of Limited License. Software Use Restrictions. In consideration for your acceptance of the terms and conditions of this Agreement and your payment of the license fees described in our invoice, Actify will grant to you (or, if you will use the Software as an employee of a company, your employer) a personal, non-transferable and non-exclusive right to use and execute the Software on a single personal computer (a "PC"), without right to sublicense or distribute the Software (except as provided in Section 3 below). Under no circumstance may you store, use or allow the use of the Software in any manner on more than one PC at one time. However, you may use remote access technologies, such as the Remote Desktop features in Microsoft Windows or NetMeeting, to access and use your licensed copy of the Software, provided that only the primary user of the device hosting the remote desktop session accesses and uses the Software with a remote access device. These remote desktop rights do not permit you to use the Software on both the device hosting the remote desktop session and the access device at the same time. You may also permit any device to access and use your licensed copy of the Software for the purpose of providing you with technical support and maintenance services. You agree that Actify has the right to audit to verify that the number of PCs running the Software corresponds with the number of licenses paid for. You agree that you will not modify, reverse engineer, decompile or disassemble any portion of the Software.
Reservation of rights and ownership. Actify reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Actify or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Actify.
Other License Types
1. Grant of Trial License. Software Use Restrictions. Actify will grant to you (or, if you will use the Software as an employee of a company, your employer) a personal, non-transferable and non-exclusive right to use and execute the Software on a single personal computer (a "PC"), without right to sublicense or distribute the Software. For a period of 15 days from the time of download. Trial downloads to a specific individual or organisation, are limited to one per annum. Further use of trial download software by individuals within the same organisation are limited to two (2) individuals in any 12-month period, and companies should contact Actify for usage outside of this criteria. Under no circumstance may you store, use or allow the use of the Software in any manner on more than one PC at one time. You may install and use the Trial Version only during the period and only for the purposes that we have stated when we provide the Trial Version. You must not use any materials you produce with the Trial Version for anything other than non-commercial purposes.
2. Pre-release Version. We may designate the Software or Services as a pre-release or beta version (“Pre-release Version”). Pre-release Version does not represent the final product and may contain bugs that may cause system or other failure and data loss. We may choose not to commercially release the Pre-release Version. You must promptly cease using the Pre-release Version and destroy all copies of Pre-release Version if we request you to do so, or if we release a commercial version of the Pre-release Version. Any separate agreement we enter into with you governing the Pre-release Version will supersede the provisions on Pre-Release Version set out in this section
  1. Leased Version The customer may use Actify Inc. software products (‘software’) and documentation solely on the basis of a license granted by Actify Inc.
    1. 1. With this software license Actify Inc. grants the customer an individual and personal, nonexclusive, and only by the consent of Actify Inc. transferable right to use the licensed software. This right does not include the right to under-license.
      2. Resale, donation, leasing or other dissemination of the software to third parties is prohibited.
      3. Software licenses are granted for a limited time. The conceded right of use expires at the end of the rental contract between Actify Inc. and the customer, irrespective of the cause in law of termination.
      4. During the term of the contract, Actify Inc. will make updates available to customers in the form of new program versions of the software. In this case the old license loses its validity. The customer will accept the program versions offered to the customer by Actify Inc. unless this cannot reasonably be expected of the customer. If the customer refuses to accept the new version, Actify Inc. is entitled to terminate the software lease in writing with a term of notice of six months until the end of each calendar month.
      5. If the contract ends, then the customer is obligated to destroy the original software and all copies including any modified copies as well as all written documents. The customer will confirm fulfilment of this to Actify Inc. in writing within 14 days.
      6. Third-party software: with the software, Actify Inc. also transfers possession of third-party software, e.g. Arango Db . Actify Inc. expressly points out that it is not the supplier of this software and is not responsible for it. Any and all warrantees and liability for this third-party software are ruled out; it is not part of the subject matter of this licensing agreement for software leasing.
Duplication Restrictions. In order to effect your license rights hereunder, you may install the Software by duplicating it onto the hard disk drive or into the CPU memory of a PC for use thereon, and you may make full or partial copies of the Software, but only as necessary for backup or archival purposes or for purposes of distribution pursuant to Section 3 below. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by Actify on any media containing an authorized copy of the Software originally provided by Actify.
Distribution of the Software to Others. You may not duplicate the Software except for backup and archival purposes. You may not distribute the Software to others unless (i) you transfer all your rights hereunder to the recipient; (ii) the recipient agrees to abide by all of the terms of this license agreement; and (iii) you do not retain any copy of the Software or its documentation. In any event, you may not make copies of the Software for distribution to others or allow copies of the Software to be made by someone else.
Ownership of Software. You agree and acknowledge that Actify transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to you under this Agreement or otherwise, and that Actify and its licensors reserve all rights not expressly granted to you hereunder.
Transfer Restrictions. This license is personal to you. Except as expressly provided in Section 3 above, you may not transfer the Software and/or assign this License to any third party. If you attempt to transfer or assign this License, such transfer or assignment will be void and without effect.
Export Restrictions. You may not export or re-export any Software or other technology received under this Agreement except in full compliance with all United States and other applicable laws and regulations. In particular, none of such Software or technology may be exported or re-exported into (or to a national or resident of) any country to which the U.S. embargoes goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.
Other Restrictions. No Rental or Commercial Hosting. You may not rent, lease, lend or provide commercial hosting services with the Software
Publications and Lectures. The use of the Software in data manipulation for any kind or publication or lecture should receive a full acknowledgement.
Term; Termination. The term of this Agreement shall commence when you electronically download or otherwise receive it and shall continue thereafter. If you fail to fulfill any of your material obligations under this Agreement, Actify and/or its licensors may pursue all available legal remedies to enforce this Agreement, and Actify may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under this Agreement. You agree that Actify's licensors referenced in the Software are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if Actify terminates this Agreement for your default, you will, within thirty (30) days after any such termination, deliver to Actify or render unusable all Software originally provided to you hereunder and any copies thereof embodied in any medium.
Eligibility. You may only use the Services if you are (a) over 13 years old and (b) allowed by law to enter into a binding contract.
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its choice of law rules. However, Actify reserve the right to pursue legal action within the Country of usage under that Country’s laws.
Disclaimer Of Software Warranty. ACTIFY PROVIDES THE SOFTWARE TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN TO YOU BY ANY ACTIFY EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR WILL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
Limitation of Liability. IN NO EVENT SHALL ACTIFY OR IT LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL, OR PROPERTY DAMAGE), WHETHER OR NOT ACTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Additional Terms. Some Software can be subject to additional terms (the “Additional Terms”). Any content that we provide to you (such as Software, SDK, samples, etc.) are licensed, not sold, to you, and may be subject to Additional Terms. New Additional Terms may be added from time to time.
Order of Precedence. If there is any conflict between the terms in this Agreement and the Additional Terms, then the Additional Terms govern in relation to that Service or Software.
Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content.
Privacy Issues. Actify requires that you activate this product in order to verify that you are installing an authentic Actify product. When you activate this product, you are not required to send any personal information to Actify. Activation is completely anonymous. During activation, the product creates a unique hardware identifier that represents the configuration of the computer at the time of activation. The hardware identifier does not include any of your personal information, information about software or data that may reside on your computer, or information about the specific make or model of your computer. The hardware identification only identifies the computer for the sole purpose of activation. The activation technology in the product can detect and tolerate changes to your computer configuration. Minor upgrades will not require re-activation. If you replace your hard drive or your motherboard you may be required to activate the product again. When activating over the Internet or telephone, the following information is transmitted to Actify solely for the purpose of completing activation: the hardware identifier, an activation request code, the product serial number, and the name, version, and language of the product and operating system. This anonymous information is only used to generate a license for your product. For more details, please visit: www.actify.com. After activation you may also choose to register your product. The product registration process is a separate and distinct process from activation. If you choose to register your product, the information that you provide will be securely stored by Actify. Actify does not allow the selling of any user-provided information to third parties. Actify respects the rights users give us when opting to receive e-mail communications and enforces internal policies to preserve those rights. It is our objective to retain the long- term ability to continue to communicate with our users. For more detailed information, please visit: www.actify.com. If you believe that Actify has not adhered to these privacy principles, please notify us by postal mail at the following address:

Actify, Inc.,
400 Renaissance Center, STE 2600, Detroit, MI 48243. USA

RESERVATION OF RIGHTS AND OWNERSHIP. Actify reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Actify or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Actify.