EULA - End User License Agreement
END-USER LICENSE AGREEMENT (EULA)
SOFTWARE PRODUCT: 2X ApplicationServer for Windows Terminal Services
LICENSED COPIES: 1
IMPORTANT- READ CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE: This end-user license agreement ("EULA") is a legal agreement between you (an individual, a company, an organisation or another person or single entity) and 2X Software Ltd ("2X") for the 2X software product identified above, which includes computer software and may include or be bundled with other electronic, printed or online materials or documentation ("Product"). The Product may be accompanied by amendments or addenda to this EULA. This EULA shall apply only to the Product supplied by 2X herewith regardless of whether other software is referred to or described herein. By installing or using the Product you agree to be bound by the terms of this eula, and confirm your acceptance of the Product. If you do not agree to be bound by these terms, or do not have authority to bind the end-user to these terms, then do not install or use the Product and return the Product to your place of purchase for a refund in accordance with 2X refund policies.
- Reservation of Rights. The Product accompanying this License is licensed, not sold, to you by 2X for use only under the terms of this EULA, and 2X and its suppliers reserve all rights not expressly granted to you in this EULA. The rights granted herein are limited to the intellectual property rights of 2X and its suppliers in the Product and do not include any other patents or intellectual property rights. You own the media on which the Product is recorded but 2X and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to the Product itself.
- Updates and Upgrades. The terms of this EULA will govern any software upgrades or updates provided by 2X that replace and/or supplement the original Product, unless such upgrade or update is accompanied by a separate license in which case the terms of that license will govern the upgrade or update, and except to the extent the terms and conditions of this EULA may be supplemented or varied by an additional license accompanying such upgrade or update. To install or use software upgrades or updates provided by 2X identified as such, you must first be licensed for the Product identified by 2X as eligible for the upgrade or update. After upgrading, you may no longer use the Product that was upgraded.
- Third Party Software. The Product may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are included with the relative third party software or are located at the web site of 2X at http://www.2X.com, and are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.
2. GRANT OF LICENSE. 2X grants you the following rights subject to your agreement and compliance with all terms and conditions of this EULA:
- Installation and use. Subject to the terms and conditions of this EULA, you may install, use, access, display and run up to the number of licensed copies of the Product indicated above ("Licensed Copies"). The number of users of a Product may not exceed the number of Licensed Copies. If the Product is a server product, it may be used to connect over a network to a number of other computers as clients up to the number of licensed clients of the Product indicated above ("Licensed Clients"). Notwithstanding the foregoing, you may make one additional copy of the Product solely for backup purposes, provided that this copy is identical to the Product as distributed to you and remains within your control. You may move the Product from one of your computers to another one provided you do not retain any copies on the first computer.
- Transfer of Rights. You may make a one-time permanent transfer of all of your license rights to the Product to third party, provided that: (a) the transfer must include all of the Product, including all its component parts, original media, printed materials and this EULA; (b) you do not retain any copies of the Product, whether full or partial and including copies stored on a computer or other storage devices or media; (c) the third party receiving the Product has read and agreed to accept the terms and conditions of this License prior to the completion of the transfer; and (d) the transfer is not a direct transfer from you to an identified third party. If the Product is identified as a trial version or as "Not for Resale" or "NFR," it may not be resold or transferred. If the Product is an upgrade, any transfer must include all prior versions of the Product.
3. LICENSE RESTRICTIONS. Except to the extent contrary to applicable law:
- Installation and use. You may either store or install one copy of the Product on a single computer (whether a workstation, terminal, server or other device) or store or install one copy of the Product on a storage device or server (such as a network server) used only to install or run the Product over an internal network on such number of your other computers (such as work stations) as is less than or equal to the number of Licensed Copies. A copy of the Product installed on a single computer, or, as the case may be, an installation or instance of the Product installed over an internal network from one computer to another computer, may be used by one user only. The use of software or hardware that reduces the number of computers or users directly accessing or using the Product on a storage device or server over a network (sometimes called multiplexing or pooling software or hardware) does not reduce the number of Licensed Copies or Licensed Clients required, and the required number of Licensed Copies or Licensed Clients equals the number of distinct inputs to the multiplexing or pooling software or hardware front end.
- Trials and Not For Resale. If the Product is identified by 2X as a trial version, you shall not be allowed to use the Product beyond the time or functional limitations specified or imposed by 2X in respect of such trial version, and you shall not use such trial version for a purpose other than the sole purpose of determining whether to purchase a full license. If the Product is labelled "Not For Resale" or "NFR" then your use of the Product is limited to use for demonstration, test, or evaluation purposes in accordance with such limitations as may be specified by 2X, and you shall not use such NFR version for a purpose other than the sole purpose of reviewing and evaluating the Product.
- Copies and Distribution. Other than as expressly set forth herein, you may not make or distribute copies of the Product, or electronically transfer the Product from one computer to another or copy, install or use the Product over a network.
- Export. You may not use or export the Product in or into any country subjected to a relevant embargo by the United Nations or under applicable law.
- No Rental. You may not rent, lease, or sublicense the Software.
- No Transfers. Except as provided herein, you may not transfer or sublicense your licence rights to the Product.
- No Reverse Engineering or Modifications. You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. Furthermore, you may not alter, merge, adapt, translate, or otherwise modify the Product or create derivative works based upon the Product.
- Non-exclusive rights. Your license rights under this EULA are non-exclusive.
- Reservation of Rights. 2X reserves any and all rights not expressly granted to you in this EULA.
4. CONSENT TO COLLECTION AND USE OF DATA. You agree that 2X and its affiliates may collect and use technical information you provide as a part of sales and support services related to the Product. 2X agrees that it will only use this information in a manner which respects your privacy and in accordance with applicable data protection laws, and that it will not sell information which personally identifies you to third parties.
5. TERMINATION. Without prejudice to any other rights which 2X may exercise at its discretion, this EULA will automatically be cancelled if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the Product and all of its component parts.
6. LIMITATIONS OF WARRANTIES, REMEDIES, DAMAGES AND LIABILITY
- Limited Warranty. Except with respect to the Trial Version and Not For Resale Version of the Product on which no warranty is given, 2X warrants that, when used with a recommended hardware configuration, for a period of ninety days from the date of purchase (as evidenced by a copy of your receipt) the Product will perform substantially in accordance with the accompanying materials. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, but only as to defects discovered during the period of this limited warranty (ninety days). As to any defects discovered after the ninety (90) day period, there is no warranty or condition of any kind. This limited warranty and any implied warranties on the product including, but not limited to, the implied warranties of merchantability, of satisfactory quality, and of fitness for a particular purpose, are limited in duration to ninety (90) days from the date of original purchase. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates or upgrades to the Product, including, without limitation, those, if any, provided to you after the expiration of the ninety day Limited Warranty period, are not covered by any warranty or condition, express, implied or statutory, or, in the event this exclusion of coverage would be contrary to applicable law, are deemed by mutual consent to be part of the Product as delivered to you and subject to the Limited Warranty stated above.
- Disclaimer of Warranties. You expressly acknowledge and agree that use of the Product is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the limited warranty set forth in this EULA, and to the maximum extent permitted by applicable law, the Product is provided "as is", with all faults and without warranty of any kind, and 2X and its suppliers hereby disclaim all warranties and conditions of any kind with respect to the Product, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. 2X does not warrant against interference with your enjoyment of the Product, that the functions contained in the Product will meet your requirements, that the operation of the Product will be uninterrupted or error-free, that the product is free from viruses or other malicious code, or that defects in the Product will be corrected. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, or non-infringement with regard to the product. No oral or written information or advice given by 2X or any 2X authorized representative shall create a warranty. Should the Product prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
The Product is not intended for use in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines or other equipment in which the failure of the Product could lead to death, personal injury, or severe physical or environmental damage.
- Limitation on Remedies and Damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by 2X, you are not entitled to any damages, including but not limited to consequential damages, if the Product does not meet 2Xs Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of the Exclusion of Incidental, Consequential and Certain Other Damages are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction. 2Xs and its suppliers entire liability and your exclusive remedy shall be, at 2Xs option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Product, or (b) repair or replacement of the Product, that does not meet this Limited Warranty and that is returned to 2X with a copy of your receipt. You will receive the remedy elected by 2X without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Product to 2X). This Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, abnormal use or a virus or other malicious code. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Neither these remedies nor any product support services offered by 2X are available without proof of purchase from an authorized international source. To exercise your remedy, contact 2X.
- Exclusion of Incidental, Consequential and Certain Other Damages. To the maximum extent permitted by applicable law, in no event shall 2x or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the product, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of 2x or any supplier, and even if 2x or any supplier has been advised of the possibility of such damages.
- Limitation of Liability and Remedies. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire or aggregate liability of 2X and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by 2X with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by you for the Product or U.S.$5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- EU Consumer End Users Only. The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business. The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
- Entire Agreement. This EULA constitutes the entire agreement between the parties with respect to the use of the Product licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Product licensed hereunder shall be of no effect. To the extent the terms of any 2X policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall prevail. Any translation of this EULA is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this EULA shall govern. No amendment to or modification of this EULA will be binding unless in writing and signed by 2X. No 2X dealer, agent or employee is authorised to make any amendment to this EULA.
- Severability. If any provision of this Agreement is held to be unenforceable by any competent court or public authority the enforceability of the remaining provisions shall remain unaffected and the unenforceable provision shall be construed so as to render the maximum protection to 2X under applicable law.
- No Waivers. The failure or delay of 2X to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
- Copyrights and Trademarks. The Product is protected by copyright and other intellectual property laws and treaties. 2X, or, as the case may be, its suppliers, own all title, copyright, and other intellectual property rights in the Product (© 2X Software Ltd. 1992-2005 - All rights reserved). ApplicationServer is a registered trademark of 2X Software Ltd in the US, Europe and other countries. 2X and the 2X are registered trademarks of 2X Software Ltd. in the US, Europe and other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Product. This EULA does not authorize you to use 2Xs or its licensors names or any of their respective trademarks.
- Applicable Law and Jurisdiction. This EULA shall be governed by the laws of the United Kingdom excluding any provision of private international law which would hinder this choice of law if it were applied. It is hereby expressly and irrevocably agreed to the benefit of 2X that any disputes in connection with or relation to this EULA shall at the option of 2X be submitted to the Courts of the United Kingdom.
- Contact. All questions or issues concerning this EULA shall be directed to:
2X Software Ltd.,
11th floor, Portomaso tower
PTM 01, Portomaso, Malta
to the attention of the General Counsel.