PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH
THEM, YOU SHOULD NOT INSTALL THE SOFTWARE ONTO YOUR COMPUTER.
LOADING OF THE SOFTWARE ONTO A COMPUTER INDICATES YOUR ACCEPTANCE OF THE
FOLLOWING TERMS AND CONDITIONS.
This End-User License Agreement ("Agreement") is a legal contract between you -
"you" means either (a) an individual user or (b) a business organization ("You")
and SimpleOFAC Technologies("Licensor"). If you are a
business organization, use of the Software under this Agreement does not extend
automatically to any subsidiary or affiliate of yours unless Licensor has agreed
to that in writing. Subsidiaries/affiliates must obtain their own licenses for
the Software separately.
A. SOFTWARE DESCRIPTION:
Software License. Licensor hereby grants to you a non-exclusive,
non-transferable and non-sublicensable to use the SimpleOFAC Suite™ software and related documentation
(the "Software") for your own internal purposes. You are acquiring a
License for the current version of the Software. You may copy
the Software for backup/archival purposes, provided that you include
all copyright and similar rights notices. Licensor (or its licensor)
retains all right, title, and interest in the Software (and in all copies).
B. PERENNIAL LICENSE:
You are acquiring a license for the Software with an unlimited term
as described below (the "Perennial License").
1. Perennial License. Under the Perennial License, Licensor grants you the
right to use the acquired version of the Software on a perpetual basis, subject
to termination only as set forth in Section C.5 below.
2. Maintenance. Included with the Perennial License is one year of Technical Support
and Software Updates from the Licensor. Upon your payment of the Technical Support/Update
Fee outlined on the maintenance quote or invoice, Licensor will provide Technical
Support/Update Services (Maintenance) for each Perennial License for a period of
twelve (12) months for the period specified on the maintenance invoice. All acquired
licenses need to be maintained at one time. You may renew Technical
Support/Update services for a Perennial License at your own option. If you decide not to
keep your license under active maintenance, and at a later time need support or software
updates, you need to acquire a new license equal to the earlier acquired license.
C. GENERAL TERMS:
THE FOLLOWING PROVISIONS APPLY TO ALL SOFTWARE LICENSES:
1. License Restrictions. You may not (a) use the software on behalf
of a third party in any consulting (paid or unpaid) arrangement,
(b) make the Software available for use by others in any service bureau,
or similar arrangement; (c) distribute, sublicense, transfer, or
lend the Software to any third party; (d) modify, disassemble, or
reverse engineer the Software; or (e) remove any SimpleOFAC Technologies trademark and copyright
notices. Unauthorized copying and modification of the
Software is not permitted.
2. Support/Update Services. Upon payment of the Maintenance Fee
for a Perennial License, you are entitled to receive the following
support services for a designated support contact: (a) remote inquiry
(e-mail) technical support for installation purposes and if there
are technical difficulties with the use of the software, and (b) any
new release of the Software which Licensor makes generally available to
its licensees during the Support Period.
3. Limited Warranty and Disclaimer of Warranty. Licensor warrants
that it has the right and authority to grant the rights described in
this Agreement. Licensor further warrants that the Software, as
provided, will substantially perform the functions described in the
documentation when operated in the intended environment for a period
of ninety (90) days from the date of delivery (the "Warranty Period").
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor does
not warrant that the Software will (a) achieve specific results, (b)
operate without interruption, or (c) be error free.
4. Limitation of Liability. If you report a problem in the Software
within the Warranty Period, Licensor will, at its option, undertake to
correct the problem, provide a reasonable workaround, or, if neither
remedy is possible, refund the license fees paid.
NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR
DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES
HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT
YOU HAVE PAID.
5. Termination. Your license may be terminated if
you fail to make payment or if you fail to comply with the terms of
this Agreement within ten (10) days after receipt of written (email or hard-copy) notice of
such failure. In the event of termination, you must cease using the
Software, destroy all copies of the Software (including copies in
storage media) and certify such destruction to Licensor. This
requirement applies to all copies in any form, partial or complete.
Upon the effective date of any termination, you relinquish all rights
granted under this Agreement.
6. Company Name. Licensor may include your company name in a list of
Licensor customers.
7. Export Law Assurances. You will fully comply with all relevant
export laws and regulations, including but not limited to the U.S.
Export Administration Regulations and Executive Orders ("Export
Controls"). You warrant that you are not a person, company, or
destination restricted or prohibited by Export Controls ("Restricted
Person"). You will not, directly or indirectly, export, re-export,
divert, or transfer the Software, any portion thereof or any
materials, items, or technology relating to Licensor's business
or related technical data, or any direct product thereof to any
Restricted Person.
8. General Terms. This agreement supersedes all prior representations
and proposals and it is intended to be the complete agreement between us
concerning your license for the Software. It may be modified only in
writing by both parties. You may not assign or transfer this license.
Failure to prosecute a party's rights will not constitute a waiver of
any other breach. All fees are in US Dollars and are non-refundable.
Fees are due at the time of licensing
purchase, and/or within 30-days of the date of the accepted purchase
order, valid invoice or as otherwise agreed.
This Agreement shall be construed and enforced in accordance with the laws of the state of New York.
If any provision of this Agreement is found to be invalid, it will
be enforced to the extent permissible and the remainder of this
Agreement will remain in full effect. This Agreement has been written in the
English language. You waive any rights you may have under the law of
your country or province to have this Agreement written in any other
language.
OFAC Solutions
