1.
Important
notice to User: Please read this
Agreement carefully. This is a contract
between you and JCW Software, LLC, a
Florida limited liability company ("JCW
SOFTWARE").
By installing this product
you accept all the terms and conditions
of this Agreement. If
you do not agree to the terms and
conditions of this Agreement, do not
install, copy or use the product.
Instead, return the product to your
vendor for a full refund, or ship the
product to us at the following address:
JCW Software, LLC, 4444 PGA Boulevard, Suite 600,
Palm Beach Gardens, 33410. Upon receipt of the
product, we will refund the purchase
price you paid for the product and
reimburse you for reasonable shipping
expenses.
2. This
Software End User License
Agreement accompanies the
FASTMANAGER™ 2007-2024
product versions (the "Software") and may
include related explanatory
materials . The term "Software"
also shall include any upgrades,
modified versions or updates of
the Software licensed to you. The
Software is licensed pursuant to
the terms of this FASTMANAGER End
User License Agreement, not sold.
3. The
Software is protected by copyright
laws and international copyright
treaties, as well as other
intellectual property laws and
treaties.
4. The term "Software" as used in this FASTMANAGER End User License Agreement shall NOT include software developed by others apart from JCW SOFTWARE that is distributed under license to JCW SOFTWARE or subject to "open source" licensing agreements such as the GNU Public License. In addition to code developed and owned by JCW SOFTWARE, the Software may contain software code developed by others and distributed subject to other applicable licensing agreements or "open source" licensing agreements. As a result, by using the Software you agree not only to be bound by this FASTMANAGER End User License Agreement, but also to be bound by the terms of the licenses applicable to the software developed by others contained within the Software.
5. Upon
your acceptance of this Agreement,
JCW SOFTWARE grants to you a
nonexclusive, non-transferable,
limited license to use the
executable code version
(consisting of both scripts and
binaries) of the Software for
internal business purposes,
provided that you agree to the
following:
a.
Evaluation Period: The Software
product you are installing
provides an evaluation period
during which you can try it in
your own computing environment.
You are granted the right to run
this Software product on as many
computers as you wish for
evaluation purposes for a maximum
of thirty days per computer.
b. Use
Period. After the evaluation
period has elapsed, in order to
run the Software you must purchase
a "key." The key is a code that
will permit you to run the
Software on the same number of
computers as the number of
licenses you purchased. During the
Use Period you may not use the
Software on multiple computers
unless you purchase multiple
Software licenses.
c. To
enable JCW SOFTWARE to verify your
compliance with these
restrictions, you agree to comply
with such registration,
notification, and record keeping
requirements as JCW SOFTWARE may
reasonably request and to provide
JCW SOFTWARE with the right to
inspect and copy such records on
reasonable notice and at
reasonable times.
d. You may
make one copy of the Software for
backup and archival purposes.
e. You may
make as many copies of the
Software as you wish for
evaluation purposes. In fact, we
encourage you to duplicate the
Software and give it to others to
evaluate for themselves. If you
contact us we would be pleased to
send evaluation copies of the
Software to anyone you like at no
cost to you. Just let us know.
f. You
acknowledge that the Software
contains trade secrets owned by
JCW SOFTWARE. You agree to keep
the Software confidential and that
you will not disclose the features
or functions of the Software to
third parties. This obligation
shall not apply to information,
features or functions that: (i)
are generally known to the public
or within the industry; (ii) are
developed independently by you
without use of JCW SOFTWARE's
trade secrets; or (iii) are
rightfully received from a third
party.
g. You may not redistribute the Software except for evaluation purposes (see 6(e) above).
7.
Description of other rights and
limitations.
a. You
agree not to modify, adapt,
translate, reverse engineer,
decompile, disassemble or
otherwise attempt to discover the
source code of the Software.
b. This
Software is licensed as a single
product for use on a single
computer. Its component parts may
not be separated for use on more
than one computer.
c. This
license covers only the version of
the Software delivered to you, and
does not include upgrades or new
versions. If the Software that
accompanies this license is
labeled as an upgrade, you must be
properly licensed to use a product
identified by JCW SOFTWARE as
being eligible for the upgrade in
order to use the Software.
d. Title,
ownership rights, and intellectual
property rights in the Software
shall remain in JCW SOFTWARE. By
installing the Software, you
acknowledge JCW SOFTWARE's
ownership and intellectual
property rights, and you will not
take any action to jeopardize,
limit or interfere in any manner
with JCW SOFTWARE's ownership of
or rights with respect to the
Software. All title and
intellectual property rights in
and to the content which may be
accessed through use of the
Software is the property of the
respective content owner and may
be protected by applicable
copyright or other intellectual
property laws and treaties. This
Agreement grants you no rights to
use such content. All rights not
expressly granted are reserved by
JCW SOFTWARE.
e. The
Software is provided with
RESTRICTED RIGHTS. The Software is
a "Commercial Item", as that term
is defined at 48 C.F.R. 2.101,
consisting of "Commercial Computer
Software" and "Commercial Computer
Software Documentation", as such
terms are used in 48 C.F.R. 12.212
or 48 C.F.R.227-7202, as
applicable. Consistent with 48
C.F.R. 12.212 or 48
C.F.R.227-7202-1 through
227.7202-4, as applicable, the
Commercial Computer Software and
Commercial Computer Software
Documentation are being licensed
to U.S. Government end users (a)
only as Commercial Items and (b)
with only those rights as are
granted to all other end users
pursuant to the terms and
conditions.
f. You
agree that you will not export or
re-export the Software to any
country, person, entity or end
user subject to U.S.A. export
restrictions. Restricted countries
currently include, but are not
necessarily limited to Cuba, Iran,
Iraq, Libya, North Korea, Sudan
and Syria. You warrant and
represent that neither the U.S.A.
Bureau of Export Administration
nor any other federal agency has
suspended, revoked or denied your
export privileges.
g. JCW
SOFTWARE expressly disclaims any
warranty for the Software. THE
SOFTWARE IS PROVIDED ON AN "AS IS"
BASIS, WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE
WARRANTIES THAT IT IS FREE OF
DEFECTS, MERCHANTABLE, FIT FOR A
PARTICULAR PURPOSE OR
NONINFRINGING. THE ENTIRE RISK
ARISING OUT OF USE OR PERFORMANCE
OF THE SOFTWARE PRODUCT REMAINS
WITH YOU.
h. IN NO EVENT SHALL JCW SOFTWARE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. IN NO EVENT SHALL JCW SOFTWARE’s LIABILITY UNDER THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO JCW SOFTWARE FOR THE SOFTWARE.
8
Miscellaneous.
a.
Arbitration. This Agreement shall
be governed by and construed in
accordance with the laws of the
State of Florida without reference
to its conflicts of laws
provisions. The resolution of all
disputes, actions or proceedings
arising out of this Agreement
shall be determined solely and
exclusively by arbitration under
the rules of the American
Arbitration Association ("AAA") as
then in effect. Upon the demand of
either party, each party or its
designated representative,
together with counsel, shall meet
within two weeks of the time
demand is made, unless the parties
otherwise agree in writing. The
parties shall agree upon a single
arbitrator (the "Arbitrator"). If
the parties are unable to agree,
then the AAA shall select the
Arbitrator. The Arbitrator shall
hear the dispute within two (2)
weeks of the date of the meeting
of the representatives. The
Arbitrator shall hear the dispute
in the County of Palm Beach, State
of Florida and may properly
consider any and all matters
related thereto that would be
admissible in a non-jury trial
under applicable Federal Rules of
Civil Procedure or Evidence. The
Arbitrator’s award shall be
announced within fourteen (14)
days of the hearing of the
dispute. The Arbitrator shall have
authority to allocate payment of
all fees, costs and attorneys’
fees. Any decision rendered by the
Arbitrator shall be final and
binding, and any judgment upon any
award rendered by the Arbitrator
may be entered in any court having
jurisdiction.
b. If any
part of this Agreement is found
void and unenforceable, it will
not affect the validity of the
balance of the Agreement, which
shall remain valid and enforceable
according to its terms.
c. If you
have any questions about this
Agreement, or should you desire to
contact JCW SOFTWARE for any
reason, please write to JCW
SOFTWARE 4440 PGA Boulevard, Palm
Beach Gardens, FL 33410 or
click
here to contact us
d. Without
prejudice to any other rights, JCW
SOFTWARE may terminate this
Agreement if you breach any of its
terms and conditions. Upon
termination, you shall destroy all
copies of the Software.
e. This
Agreement may only be modified in
writing signed by an authorized officer
of JCW SOFTWARE.
f. FASTMANAGER and the FASTMANAGER logo are trademarks of JCW SOFTWARE.