WordRake for Word End User License Agreement
WordRake Holdings, LLC, 2500 Westlake Ave. N Suite W Seattle, WA 98109
WORDRAKE® ("LICENSOR") SOFTWARE LICENSE AGREEMENT. BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THIS SOFTWARE, THE INDIVIDUAL OR ENTITY LICENSING THE SOFTWARE ("YOU" OR "LICENSEE") IS AGREEING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE.
IF A RESELLER, SERVICE PROVIDER, CONSULTANT, CONTRACTOR OR OTHER PARTY DOWNLOADS THE SOFTWARE FOR YOU AND/OR INSTALLS THE SOFTWARE ON YOUR BEHALF PRIOR TO YOUR USE OF THE SOFTWARE, THAT PARTY WILL BE DEEMED TO BE YOUR AGENT ACTING ON YOUR BEHALF AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AS IF YOU HAD DIRECTLY DOWNLOADED AND/OR INSTALLED THE SOFTWARE YOURSELF.
DEFINITIONS - "Software" means Licensor's proprietary WORDRAKE® FOR WORD computer software program, as may otherwise be specified in a purchase order, including Documentation.
"Documentation" means user manuals and technical specifications shipped with the Software or made available through electronic means at the time of delivery of the Software.
"Licensed Device" means a computer or other end user interface device designated, with a corresponding installation address, by the Licensee prior to installation of the Software, and which provides access to the Software.
LICENSE GRANT - Subject to the provisions of this License, Licensor grants You a limited, non-exclusive, revocable and non-transferable license, without right to sublicense, to use the Software only on the Licensed Device during the License Term. This license grant is fee-bearing, except during any limited preview or free trial period that may apply. If You desire to purchase additional licenses, please contact WordRake® at the following e-mail address: Sales@WordRake.com.
LICENSE TERM -
Some users are allowed a trial period (e.g., lasting for seven days from the time the Software is downloaded or installed). If you do not purchase a license, Your license to use the Software expires at the end of Your trial period. If you purchase a license, unless You violate this agreement, Your license to use the Software expires 12, 24, or 36 months after purchase, depending on which license You have purchased. Licensor may provide You reminders and opportunities to renew the license before Your license expires. Upon expiration of the License Term, You shall immediately discontinue use of the Software and Documentation, and all copies of the Software shall be returned to Licensor, destroyed, or disabled, at Licensor's discretion. Licensor reserves the right to cause the Software to stop functioning after the expiration of any trial period or License Term if You have not renewed Your license. Violation of this agreement automatically ends Your license to use the Software. Certain obligations under this Agreement continue even after the end of the License Term (see CONTINUING OBLIGATIONS clause below). If You desire to renew Your license or purchase an extension to the License Term, please contact WordRake® at the following e-mail address: Sales@WordRake.com.
LICENSE RESTRICTIONS - You may not sublicense this Software. You may not use the licensed Software for illegal purposes. You may not reveal Your account information or password, if any, to anyone else. You may not alter any intellectual property notices associated with this Software (such as confidentiality, copyright, trademark, or patent notices). You may not attempt to reverse-engineer, tamper with, alter, or create derivative works from this program. You may not do or attempt to do anything that would jeopardize Licensor's rights in the licensed Software. The rights granted in the clause titled "LICENSE TERM" above are Your only rights to the Software; Licensor reserves all Intellectual Property rights in the Software and there shall be no implied license.
SEPARATE LICENSE - This license is limited to the Licensed Device. You must have a license and pay a separate license fee for each Licensed Device, whether only executing from memory, over a network, or stored on a hard disk or other storage device. You will provide to Licensor, upon request, information to verify that You are in compliance with the terms of this Agreement.
OWNERSHIP - Title to, ownership of, and all rights and interests in the Software, all copies of the Software, and the Documentation shall remain Licensor's. This license is not a sale of the original software or any copy. This license does not grant You any rights, license, or interest in any improvements, modifications, enhancements, or updates of the Software or Documentation.
CONFIDENTIALITY - You acknowledge that the Software contains confidential and proprietary information and trade secrets belonging to Licensor and that such information and trade secrets are being provided to You on a confidential basis. You shall maintain the confidential nature of the Software and Documentation which are provided for Your own internal use under this license in the same manner You would protect Your own confidential material.
COPY RESTRICTIONS - Software and Documentation are protected by copyright. Documentation may not be copied in any fashion. You may make one copy of the machine-readable form of the Software for backup or archive purposes as permitted in 17 U.S.C. § 117. You must reproduce the original copyright notice with the copy. This clause does not provide any rights beyond those provided by 17 U.S.C. § 117.
TRANSFER RESTRICTIONS - This copy of the Software is personal to You and may not be assigned (by operation of law or otherwise) or transferred without the prior written consent of Licensor. In addition, the Software and the original installation address for the Licensed Device may not be transferred to another device or installation address without the prior written consent of the Licensor. You may not transfer, assign, rent, lease, sell, or otherwise dispose of the Software on a temporary basis or otherwise.
WARRANY DISCLAIMER - THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, TRADE OR PRACTICE. NO ORAL OR OTHER WRITTEN INFORMATION SHALL CREATE ANY WARRANTY. LICENSOR DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THIS SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. YOU ASSUME ALL RISK THAT MAY ARISE OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE.
LIMITATION OF LIABILITY - UNDER NO CIRCUMSTANCES SHALL THE LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, GOOD WILL, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR USE OR INABILITY TO USE MACHINES AND OTHER EQUIPMENT MODIFIED BY THE SOFTWARE, EVEN IF THE LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING THE ABOVE DISCLAIMER, IF A COURT IMPOSES LIABILITY ON LICENSOR FOR ANY REASON, SUCH LIABILITY SHALL NOT EXCEED REPLACEMENT OF THE SOFTWARE OR REFUND OF MONEY PAID FOR THE SOFTWARE.
WORDNET - Some portions of the Software licensed hereunder may make use of one or more aspects of a database of words referred to as WordNet®, from Princeton University. The following copyright notice applies to WordNet®:
WordNet 3.0 Copyright 2006 by Princeton University. All rights reserved. THIS SOFTWARE AND DATABASE IS PROVIDED "AS IS" AND PRINCETON UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT LIMITATION, PRINCETON UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE LICENSED SOFTWARE, DATABASE OR DOCUMENTATION WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. The name of Princeton University or Princeton may not be used in advertising or publicity pertaining to distribution of the software and/or database. Title to copyright in this software, database and any associated documentation shall at all times remain with Princeton University and LICENSEE agrees to preserve same.
SUPPORT - For support inquiries, please contact Licensor at the following e-mail address: support@WordRake.com
CONTINUING OBLIGATIONS - Expiration of Your License Term (see LICENSE TERM clause above) does not end Your obligations under this agreement. For example, Your obligation to pay any accrued charges and fees shall survive expiration of the License Term. Your obligations under each of the following clauses shall also survive expiration of the License Term: LICENSE GRANT; LICENSE RESTRICTIONS; CONFIDENTIALITY; COPY RESTRICTIONS; and TRANSFER RESTRICTIONS.
CONTROLLING LAW - This Agreement shall be deemed to have been made in, and shall be solely and exclusively construed under, the laws of the State of Washington, U.S.A., without giving effect to any law which would result in the application of a different body of law. The United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement.
DISPUTE RESOLUTION - Any disputes relating to this Agreement shall be brought and resolved solely, exclusively, and finally in the state or federal courts located in King County, Washington, U.S.A. Judgment on these disputes may be entered in, and enforced by, any court having jurisdiction over the party against which an award is entered or having jurisdiction over the location of a party's assets. You waive any objection to the jurisdiction of such courts based on any ground. Notwithstanding the foregoing, Licensor shall have the right to bring an action to enforce its rights under the LICENSE GRANT, LICENSE RESTRICTIONS, CONFIDENTIALITY, COPY RESTRICTIONS, and TRANSFER RESTRICTIONS clauses-including seeking injunctive or equitable or similar relief-from any court of competent jurisdiction, wherever that court is located. You waive any objection that You may now or hereafter have to the venue of any such action in any such court or any objection that such action was brought in an inconvenient court, and You agree not to plead or claim the same.
ATTORNEYS' FEES - The prevailing party in any disputes relating to this Agreement shall be awarded its reasonable attorneys' fees and costs, including expert witness fees.
SEVERABILITY - If any provision of this Agreement is ruled entirely or partly invalid or unenforceable by any court of competent jurisdiction, (i) such provision shall be deemed amended, and the parties shall reform the provision to the minimum extent necessary to render it valid and enforceable in conformity with the parties' intent manifest in this Agreement; and (ii) the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected. If amendment is not possible, the Agreement will be enforced to the maximum extent permitted by law, and other parts of this Agreement will remain in force.
ADDITIONAL SOFTWARE - You agree that through Your use of the Software, Licensor may periodically offer You the opportunity to license additional Software, either royalty-free or for additional consideration.
AMENDMENTS - Licensor may amend the terms of this Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at http://www.wordrake.com/wordrakewordeula.html, which amended terms shall be binding on You.
NO ADEQUATE REMEDY AT LAW - You acknowledge that if You fail to comply with the LICENSE GRANT, LICENSE RESTRICTIONS, CONFIDENTIALITY, COPY RESTRICTIONS, and TRANSFER RESTRICTIONS clauses, there will be no adequate remedy at law and that Licensor shall have the right to have any breach thereof remedied by equitable relief (e.g., temporary restraining order, preliminary injunction, permanent injunction, specific performance, etc.) without posting any bond or surety, and such other alternative relief as may be appropriate.
INDEMNIFICATION - You shall defend, indemnify and hold harmless Licensor, its officers, directors, employees, agents, affiliates, representatives, and distributors, from and against any and all suits, actions, claims, costs, damages, losses, liabilities and expenses (including legal fees) they may suffer or incur in connection with Your breach of the LICENSE GRANT or LICENSE RESTRICTIONS clauses.
U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND - The Software is commercial computer software as defined in DFARS 252.227.7014(a)(1). Use, duplication, or disclosure by the U.S. Government is subject to the terms of this license agreement as stated in DFARS 252.227-7202 and others.
CONTACT - Please address any questions concerning this Agreement to: info@WordRake.com