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Software License Agreement |
Catalyst MANUFACTURING® Software
IMPORTANT—READ CAREFULLY: This Software License Agreement (“SLA”) is a legal agreement between you (either an individual or a single entity) and Manufacturing Advisors, LLC for the Manufacturing Advisors software product identified above, which includes computer software, source code, and associated media, printed materials, and “online” or electronic documentation (“Product”). An amendment or addendum to this SLA may accompany the Product.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BY CLICKING THE ACCEPT BUTTON AND CONTINUING WITH THE PRODUCT INSTALLATION. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD CANCEL THE INSTALLATION PROCESS AND UNINSTALL THE PRODUCT.
The Product is licensed through MANUFACTURING ADVISORS, LLC (“Manufacturing Advisors”), owner of the Product for use only under the terms of this SLA and Manufacturing Advisors reserves any rights not expressly granted to you. Manufacturing Advisors makes neither representation that it has rights to nor grants to you any rights in any software needed to use the Product. It is solely your responsibility to obtain all required rights in any software that may be needed to use the Product. The rights granted to you herein are exclusively for the Product.
1. Applicability Of License. Depending on the modules, extensions, and interfaces you have chosen, the Product may consist of additional applications with product documentation and sample data (each, a “COMPONENT,” and collectively “COMPONENTS,” of the Product. This SLA defines your rights to the Product and associated COMPONENTS distributed and sold by Manufacturing Advisors.
2. General Grant of License. In general, this license grants the right to copy and install the Product on a local area network in a file-server or client-server configuration consisting of multiple client machines and one server machine per physical location. Specifically,:
a. if you are an individual, Manufacturing Advisors grants to you as an individual a personal, nonexclusive license to copy and install the Product in accordance with the terms of this SLA, provided that you are the only individual using the Product.
b. if you are an entity, Manufacturing Advisors grants your employees the right to copy and install the Product in accordance with the terms of this SLA. The rights granted shall be limited to entity’s licensed location and are not transferable to another entity location, affiliate or subsidiary.
3. End Use Limitation. The number of users shall be limited based on the number of concurrent client seats licensed by Manufacturing Advisors or an authorized reseller.
4. Distribution Restrictions. You may not distribute copies of the Product except as granted herein or by separate written agreement with Manufacturing Advisors. You may not assign, sell, distribute, lease, rent, sublicense, or transfer the Product in any form including, but not limited to, the following:
a. You may not distribute copies through any physical storage media such as CD or disk.
b. You may not web-enable the Product or sell, distribute, lease, rent, sublicense, or otherwise offer access to or use of, the Program via the Internet or via any other network available to or accessible by third parties.
c. You may not rent or lease the Product through a remote hosting facility or data center.
5. Separation and Disassembly. The Product is licensed as a single product. Its source code and database objects may not be separated or disassembled for use in other applications without the express written consent of Manufacturing Advisors.
6. Limitation On Reverse Engineering. You may not reverse engineer the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.
7. Termination. Without prejudice to any other rights, Manufacturing Advisors may cancel this SLA if you do not abide by the terms and conditions of this SLA, in which case you must destroy all copies of the Product and all of its component parts.
8. Consent To Use Of Data. You agree that Manufacturing Advisors may collect and use technical information you provide as a part of Product registration or separately entered agreement for Support Services. Manufacturing Advisors agrees not to sell or transfer this information to non-affiliated entities.
9. Academic Edition Software. To use Product identified as “Academic Edition” or “AE,” you must be a “Qualified Educational User.” For qualification-related questions, please contact Manufacturing Advisors directly.
10. Export Restrictions. You acknowledge that the Product is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
11. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by applicable law, Manufacturing Advisors and its suppliers provide the Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied, or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services. MANUFACTURING ADVISORS MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS OBTAINABLE THROUGH USE OF THE PRODUCT.
12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MANUFACTURING ADVISORS 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 SLA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF MANUFACTURING ADVISORS OR ANY SUPPLIER, AND EVEN IF MANUFACTURING ADVISORS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER OF THE PRODUCT IS EXPECTED TO MAKE THE FINAL EVALUATION OF ITS USEFULNESS IN USER’S OWN ENVIRONMENT.
13. 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 liability of Manufacturing Advisors and any of its suppliers under any provision of this SLA and your exclusive remedy for all of the foregoing (except for any remedy of repair or replacement elected by Manufacturing Advisors 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 (including Sections 11 and 12 above and as stated in the Limited Warranty) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
14. ENTIRE AGREEMENT. This SLA (including any addendum or amendment to this SLA which is included with the Product) are the entire agreement between you and Manufacturing Advisors relating to the Product and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Product or any other subject matter covered by this SLA. To the extent the terms of any Manufacturing Advisors policies or programs for Support Services conflict with the terms of this SLA, the terms of this SLA shall control.
14. COPYRIGHT NOTICE. The Product is protected by copyright and other intellectual property laws and treaties. The Product may not be copied, in whole or in part, except as provided herein. Manufacturing Advisors owns the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.
MISCELLANEOUS
If you acquired this product in the United States, this SLA is governed by the laws of the State of Georgia. If this Product was acquired outside the United States, then local law may apply.
Should you have any questions concerning this SLA, or if you desire to contact Manufacturing Advisors for any reason, please contact or write: Manufacturing Advisors, LLC/5027 Farmbrook Lane/Gainesville, GA 30507-8105.