IMPORTANT NOTICE: PLEASE READ THIS END-USER LICENSE AGREEMENT (EULA) CAREFULLY BY DOWNLOADING, ACCESSING, INSTALLING OR USING THE SOFTWARE AND DOCUMENTATION ("SOFTWARE"), YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
This EULA is a legal agreement between You and Opencartis, SL, including its subsidiaries, affiliates and contractors acting on Our behalf (collectively "Opencartis", "Us", "We", or "Our") regarding Your use of the Opencartis, or one of its subsidiary's Software. From time to time, We may in Our sole discretion update or modify this EULA.
IF YOU AGREE TO THIS EULA, YOU ARE GRANTED A LIMITED, PERSONAL, WORLDWIDE, ROYALTY-FREE, NON-ASSIGNABLE, NON-SUBLICENSEABLE, NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE. YOU ARE PERMITTED TO USE ONE (1) COPY OF THE SOFTWARE FOR YOUR (A) PRIVATE, NON-COMMERCIAL PURPOSES AS A PRIVATE USER, AND/OR (B) COMMERCIAL PURPOSES AS A SERVICE PROVIDER IN A COMMERCIAL BUSINESS ("BUSINESS USER"). THIS SOFTWARE IS LICENSED PER HOUSEHOLD OR PER SINGLE ADDRESS ("ADDRESS"). YOU MAY ONLY DOWNLOAD AND INSTALL THE SOFTWARE ON ONE COMPUTING DEVICE. YOU MAY NOT RE-INSTALL THE SOFTWARE ON A SECOND COMPUTING DEVICE UNLESS THE ORIGINAL COMPUTING DEVICE FAILS, IF AUTHORIZATION CODES ARE REQUIRED YOU MAY NEED TO CONTACT CUSTOMER SERVICE AND REQUEST APPROVAL TO RE-INSTALL THE SOFTWARE ON A NEW COMPUTING DEVICE, AND YOU CERTIFY TO OPENCARTIS THAT YOU DEINSTALLED THE SOFTWARE FROM THE FAILED COMPUTING DEVICE. IF YOU HAVE PURCHASED MULTIPLE LICENSES FOR THE SOFTWARE, AT ANY TIME YOU MAY HAVE AS MANY COPIES OF THE SOFTWARE IN USE AS YOU HAVE LICENSES.
LICENSE TO USE THE SOFTWARE. The Software is licensed to You, not sold to You. You must lawfully acquire the Software from Us, or Our authorized resellers. Otherwise You don't have a right to use the Software. You may only purchase and/or download the Software from Opencartis or its authorized reseller's store, eStore, or website that is located in the country in which you hold legal residency. This EULA does not apply to any Software installed on a hardware partition, blade, or terminal server, or in any other virtualization environment (collectively "Virtualization Environment"). You may not allow the Software to be accessed, operated, or viewed from, or installed or uploaded to, other computers through a network connection. A separate license agreement must be entered into with Opencartis to obtain the right to use the Software for a Virtualization Environment, network connections or volume purchases. You agree that if the Software requires mandatory activation or email validation, You will complete the process providing Opencartis with accurate information. Your use of the Software is suspended until You complete the activation and/or registration process. The Software may include digital images, stock photographs, clip art, fonts, sounds or other artistic works ("Stock Files"). The responsibilities and restrictions relating to the Software apply to the Stock Files. Opencartis reserves all rights not expressly granted to You in this EULA. BUSINESS USERS: If You are a business, You agree to maintain records, systems and/or procedures that accurately record the number of copies of the Software that have been acquired and installed on Your Computers and will keep the records for two (2) years from the date Your license to use the Software ends. Opencartis may conduct an audit (remotely or at Your facility) of records and systems from Your business, to verify that Your installation of the Software conforms with a valid license from Opencartis. Opencartis will not conduct more than one (1) audit per year. If the audit results find that Your use does not conform to a valid license, then You will immediately obtain a valid license for the Software.
YOUR RESPONSIBILITIES WHILE USING THE SOFTWARE. With regard to Your Use of the Software under this EULA, You have certain responsibilities. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not sell, rent, lease, resell, or loan the Software. If You purchase the Software as a gift to a third person, the third person must accept the terms of this EULA before using the Software. You may not reverse engineer, decompile or disassemble the Software. While We own Our Software, You own and are responsible for the content ("Content") that You create or have created for You resulting from the use of Our Software (including any add-ons or plug-ins to Our Software that You create or have created for You). You agree that, in connection with Your use of the Software, You are responsible for the direct and/or indirect consequences of any of the (a) Content You create and (b) third party photos or images that You use or modify in creating Your Content, especially in situations where You share Your Content with family, friends, clients and/or third parties such as members of social networking sites (e.g., Facebook, Flickr, LinkedIn, etc.). Opencartis can neither monitor nor control what third party social networking sites or the members or users of such sites do with Your content You share. You are responsible for independently verifying the accuracy and completeness of Your content. You may not modify or create derivative works based upon the Software. You represent and warrant to Us that You will comply with all applicable laws and regulations impacting Your use of the Software including data protection and privacy laws. You agree that You will not use the Software in a way that is unlawful or that violates the rights of a third party. If We get sued or a claim is brought against Us by a third party due to (a) Your actions, (b) Your failure to act when required, or (c) Your content, then You agree to defend, indemnify and hold Opencartis harmless. You may receive updates, bug fixes, feature enhancements or improvements, or other data relating to the Software (collectively "Updates") downloaded to Your computer with a notice describing what is included in the Update and the purpose of the Update. You will have to choose either to install the Update on Your computer device or opt out and not install the Update. If You do not install the Updates the Software may not perform properly.
OUR INTELLECTUAL PROPERTY RIGHTS. The Software is protected by international intellectual property laws and treaty provisions. Therefore, You may not distribute the Software without Our permission. If You purchase or download the Software in China, India, Indonesia or Vietnam, You may not copy the Software for any purpose. If You purchase or download the Software in a country not specifically prohibited under this EULA, You may only make one (1) copy of the Software or You may keep one (1) copy of the Software on a single hard drive for backup or archival purposes. For backup or archival purposes only, You may either make only one (1) copy of the Software or print one copy of any user documentation if You downloaded the Software or You may keep one (1) copy the Software on a single hard drive. Otherwise, You may not copy the Software (or print copies of any user documentation if You downloaded the Software). You agree that Opencartis, the Opencartis logos, and other Opencartis trademarks, service marks, and graphics are trademarks of Opencartis or are trademarks of Opencartis's partners ("Marks"). You are not granted a right to use Marks without the owner's permission. You will not remove, obscure or alter any proprietary notices affixed to or contained within the Software. You understand and agree that We have the right to stop selling, distributing, servicing or updating the Software (any part of it), and services or offerings at any time.
PRE-COMMERCIAL RELEASE OR BETA SOFTWARE. If the Software You have received with this EULA is a pre-commercial release or a beta version, then You understand the Software is pre-release, non-commercial version and does not represent a final product of Opencartis. The Software may contain bugs, errors and other problems that could cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR BETA SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS AND OPENCARTIS DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY TO YOU OF ANY KIND.
ACADEMIC SOFTWARE. If the Software is identified as an academic or education edition version in the user documentation or on the purchase or download page of the website, and You qualify as an academic end user, You may install and access one (1) copy of the Software on up to the permitted number of computers, as agreed to by You and Opencartis, but only for educational purposes and for no other purpose. Academic versions of the Software may not be used for commercial, professional, or other for-profit purposes. Notwithstanding the foregoing, You are not entitled to use the Software unless You qualify in Your jurisdiction as an academic end user (e.g., student or personal learning versions of the Software may only be used by faculty, staff members and degree, diploma or certificate-seeking students at qualified educational institutions). Contact Opencartis or Your local Opencartis authorized reseller to determine whether You qualify as an academic end user and to learn more about Our academic programs and products. Work product and other data created with academic or education edition versions of the Software may contain certain notices and limitations that make the data unusable outside the educational use area. If You combine or link data created with educational institutional versions, student versions, or personal learning editions of the Software with data otherwise created, then that data may also be affected by these notices and limitations. Opencartis shall have no responsibility or liability whatsoever if You combine or link data created with educational institutional versions, student versions, or personal learning editions of the Software.
Student and Teacher, Home and Student, Home Edition Addendum. If this Software is clearly labeled a Student and Teacher, Home and Student or Home Edition, Your Use of this Software is governed by the terms of this EULA as modified by the paragraph below. In the event of any conflict between the terms of this EULA and the paragraph below, the paragraph below shall govern. You may install and USE, at the same time, this Student and Teacher, Home and Student or Home Edition Software on up to three (3) computers at Your Address. Notwithstanding anything to the contrary in this EULA, You may not (a) transfer or assign this Software to a third party; or (b) use this Software for any commercial purpose or in any commercial enterprise or business. This Software may only be used for personal purposes in a non-commercial environment.
EVALUATION SOFTWARE. If the Software is identified as a demonstration, evaluation, trial, "not for sale" ("NFS") or "not for resale" ("NFR") version ("Evaluation Version") in the applicable user documentation You may install and access one (1) copy of the Software only for the purpose of evaluation and/or demonstration. Unless You are authorized by Opencartis, You may not use Our Software for competitive analysis, or commercial, professional, or other for-profit purposes. You understand that at the end of the evaluation period, You must either stop using the Software or pay for the Software to continue using it. If You fail to pay for it, then Your license terminates. Upon expiration of the evaluation period, You will immediately discontinue use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the evaluation from Your computer and any other computer devices on which You have installed the Evaluation Version. Any attempt to circumvent any expiration date technology is in violation of this EULA and will automatically and immediately terminate Your license to use the Evaluation Version.
OEM EDITION PRODUCT. If the Software is identified as an OEM Edition product, You may only use the Software with the original computer or electronic equipment (the "Original Equipment") with which the Software was first bundled.
LIMITED AND RESTRICTED WARRANTY. The Software when properly installed and under normal use will substantially conform to the features and functionality as set forth in the documentation accompanying the Software, however, the Software may contain normal bugs and errors. Therefore, the Software is provided on an "AS IS" basis with the understanding that bug fixes and Updates will be provided from time to time. This warranty is valid only for the original purchaser of the Software. YOU ASSUME ALL RESPONSIBILITIES FOR CHOOSING, INSTALLING, AND USING THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPENCARTIS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES OR COUNTRIES DO NOT ALLOW THE WARRANTY EXCLUSION OR LIMITATIONS; THE ABOVE LIMITATION MAY NOT APPLY TO YOU. In such instances and as long as You obtained the Software from Opencartis, or a Opencartis authorized reseller, Opencartis may remedy substantial defects of the Software at its reasonable discretion by (a) providing a patch, Update or replacement of the Software, or (b) asking for return of the Software and cancelling this EULA. You are entitled to a reduction of the purchase price or a rescission of this EULA only if Opencartis has repeatedly failed to remedy the defect after a reasonable period of time. If You are a consumer, Your claims under this clause are time-barred in twenty-four (24) months; if You are a business, Your claims under this clause are time-barred in twelve (12) months. If You alter the Software in any way without being authorized by Opencartis, Opencartis will not remedy defects caused by such alteration and You are liable for any damages incurred by Opencartis due to Your unauthorized alteration. IF YOU INSTALL PRE-RELEASE VERSION PRODUCTS MARKED AS SUCH, YOU DO SO AT YOUR OWN RISK. Pre-release version products are to be used only for test purposes in testing environments and must not be used for production purposes. To make a warranty claim You must provide a detailed error description to Opencartis Customer Service or, at Opencartis's request, return the Software along with any return materials authorization information provided to You by Opencartis. For further warranty information, please contact Opencartis Customer Service.
NO LIABILITY FOR OPEN SOURCE MATERIALS. THE SOFTWARE MAY CONTAIN "OPEN SOURCE" MATERIALS. OPENCARTIS MAKES NO WARRANTIES, AND SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, WHATSOEVER WITH RESPECT TO OPEN SOURCE MATERIALS CONTAINED IN THE SOFTWARE.
NO LIABILITY FOR THE BACKGROUND MAPS. THE BACKGROUND MAPS, PRESET IN THE APPLICATION OR USER-DEFINED, ARE RUNNING FROM THIRD PARTY SERVICES AND SERVERS. OPENCARTIS IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THESE THIRD PARTY SERVICES OR ANY DATA, INFORMATION, REPORTS, RESULTS, OR OTHER MATERIALS THAT THESE THIRD PARTIES MAY PROVIDE OR COLLECT FROM YOU ON OR THROUGH SUCH SERVICES. OPENCARTIS SPECIFICALLY DISCLAIMS ANY LIABILITY FOR END USERS’ RELIANCE ON THE SERVICES. WITHOUT LIMITING THE FOREGOING, OPENCARTIS SHALL HAVE NO LIABILITY FOR HARM TO END USERS RESULTING FROM RELIANCE ON ANY PROVIDED MAP, DATA OR DIRECTION. OPENCARTIS MAKES NO WARRANTY THAT THE SERVICES WILL OPERATE PROPERLY, THAT THE SERVICES WILL BE UNINTERRUPTED, THAT THE SPECIFIC CONDITIONS OF THE SERVICES WILL BE MODIFIED, THAT THE MAP AND DATA WILL BE UPDATED OR THAT ANY CONTENT WILL BE ACCURATE OR COMPLETE.
NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPENCARTIS OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OPENCARTIS'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THE ABOVE LIMITATION MAY NOT APPLY TO YOU. In such instances and as long as You obtained the Software from Opencartis, or a Opencartis authorized reseller, Opencartis may be liable to You (a) without limitation for damages You have incurred under or in connection with this EULA only if the damage has been caused by the willful or grossly negligent act of Opencartis; and (b) for those typical damages that were reasonably foreseeable and which have been caused by any other negligent breach of an essential contractual duty by Opencartis. Any further liability of Opencartis is excluded. These aforementioned limitations apply irrespective of their legal basis, in particular with regard to any pre-contractual or auxiliary contractual claims. These limitations shall not apply, however, to any mandatory liability under the applicable product liability laws, nor to any damage which is caused due to the breach of an express warranty to the extent that such express warranty was intended to protect consumers against the specific damage incurred, nor to damages due to loss of life, injury or prejudice to health.
U.S. GOVERNMENT-RESTRICTED RIGHTS. The Software and any accompanying documentation are "commercial computer software" and "commercial computer software documentation," under DFAR Section 227.7202 and FAR Section 12.212. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. government will be governed solely by the terms of this EULA and will be prohibited except to the extent expressly permitted by the terms of this EULA.
EXPORT RESTRICTIONS. Except pursuant to an express, written, fully-executed agreement with Opencartis, You may not purchase a license to use the Software for the purpose of exporting it to a country other than the original country of sale, nor may You retain the services of a third party to purchase a license to use the Software if in doing so You will require such third party to send (via any means, electronic or otherwise) the Software to You in a country other than the original country of sale.
GENERAL. This EULA is the entire agreement between You and Opencartis and supersedes any other communications or advertisements with respect to the Software and documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If Opencartis has provided You with a translation of the English language version of this EULA, You agree that such translation is provided for Your convenience only and that the English language version, not the translation, of this EULA will be legally binding on You. The English language version of this EULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation. If and to the extent any provision of this EULA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision in this EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this EULA will be binding upon Opencartis unless made in writing and duly executed by You and an authorized representative of Opencartis. Some Opencartis Software versions may not be compatible with various computer operating systems and Opencartis may not release Updates. Your Software may not be compatible with computer operating systems that You may purchase now or in the future. You understand that Opencartis Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This EULA remains effective with such incorporation. Any and all other third party software or technology that may be distributed together with the Opencartis Software (as bundled third party software) may be subject to You explicitly accepting a license agreement with that third party. Opencartis's licensors shall be a direct and intended third party beneficiary of this EULA. ADDITIONAL EULA TERMS
ADDITIONAL TERMS APPLICABLE TO FIXED TERM LICENSES: Subject to the terms and conditions of this EULA, in the instance of a fixed term license, the license to use the Software begins on installation and shall be for the duration identified by Opencartis in the applicable invoice, or by the Opencartis authorized OEM or Opencartis authorized reseller in its invoice. Use of the software before or beyond the applicable fixed term, or any attempt to defeat the time-control disabling function in the Software, is an unauthorized use and constitutes a material breach of this EULA and applicable law. You may install the Software on only one computing device. You may not install the Software on another computing device unless the original computing device fails. In the event of failure, it will be necessary for you to contact customer service and request approval to reinstall the Software on a new computing device. You will be required to certify that the original computing device failed, and will be provided with an activation code that will enable to you install the Software on another computing device for the remainder of the term.
ADDITIONAL TERMS APPLICABLE TO USERS OF SOFTWARE CONTAINING SHAREWARE: Certain Software are shareware and as such are acquired without charge and can be used for a limited period of time for evaluation purposes and are subject to the particular end user license for such shareware.
September 2013 (1.0)