END-USER SOFTWARE LICENSE AGREEMENT FOR ENVOQON SOFTWARE
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND ENVOQON SOFTWRE (ENVOQON) FOR THE ENVOQON SOFTWARE AND ASSOCIATED MEDIA AND PRINTED MATERIALS, AND MAY INCLUDE ONLINE OR ELECTRONIC DOCUMENTATION SOFTWARE PRODUCT OR SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING ENVOQON SOFTWARE PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. INCLUDING THE SOFTWARE LICENSE AND DISCLAIMER OF SOFTWARE WARRANTY BELOW. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT INSTALL THE SOFTWARE.
1. GRANT OF LICENSE; SOFTWARE USE RESTRICTIONS.
In consideration for your payment of any applicable license fee for the Software, ENVOQON SOFTWARE hereby grants to you a personal, non-transferable (except as expressly provided in Section 4 below) and non-exclusive right to use and execute the SOFTWARE on a single computer, without right to sublicense the SOFTWARE. Under no circumstance may you store, use or allow the use of the SOFTWARE in any manner on more than one computer at a time. You agree that you will not reverse engineer, decompile or disassemble any portion of the SOFTWARE. If you dispose of any media or apparatus containing SOFTWARE, you will ensure that you have completely erased or otherwise destroyed any SOFTWARE contained on such media or stored in such apparatus. Except as expressly provided in Section 4 below, you may not distribute, lease, transfer for profit, loan or otherwise convey the SOFTWARE or any portion thereof to anyone.
2. COPYING RESTRICTIONS. In order to effect your license rights hereunder, you may install the SOFTWARE by copying it onto the hard disk drive or into the CPU memory of a single computer for use thereon, and you may make full or partial copies of the SOFTWARE, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies shall be solely under the terms and conditions of this Agreement, and (ii) you shall place the same proprietary and copyright notices and legends on all such copies as included by ENVOQON SOFTWARE on the media containing the authorized copy of the SOFTWARE originally provided.
3. OWNERSHIP OF SOFTWARE AND MEDIA. You agree and acknowledge that ENVOQON SOFTWARE transfers no ownership interest in the SOFTWARE, in the intellectual property in any SOFTWARE or in any SOFTWARE copy, to you under this Agreement or otherwise, and that ENVOQON SOFTWARE and its licensors reserve all rights no expressly granted to you hereunder. After you pay any applicable license fees and/or the purchase price of the applicable ENVOQON SOFTWARE, you will own the media on which the SOFTWARE was originally provided to you hereunder and on which you subsequently copy the SOFTWARE, but ENVOQON SOFTWARE and its licensors shall retain ownership of all SOFTWARE and copies of the SOFTWARE or portions thereof embodied in or on such media.
4. TRANSFER RESTRICTIONS. If you transfer ownership of the SOFTWARE you may transfer the SOFTWARE and all licenses and rights in the SOFTWARE granted to you under this Agreement to the transferee provided that: (i) such transferee agrees in writing to accept the terms and conditions of this Agreement, and (ii) you also transfer all SOFTWARE, including all copies thereof, to such transferee. Except as provided in this Section, you may not sublicense, transfer or assign this Agreement or any of your rights or obligations under this agreement, in whole or in part.
5. ENFORCEMENT OF TERMS; TERMINATION. If you fail to fulfill any of your material obligations under this Agreement, ENVOQON SOFTWARE and/or its licensors may pursue all available legal remedies to enforce this Agreement, and ENVOQON SOFTWARE may, at any time after your default of this Agreement, terminate this Agreement and all licenses and rights granted to you under this Agreement. You agree that ENVOQON SOFTWARE licensors referenced in the SOFTWARE are third-party beneficiaries of this Agreement, and may enforce this Agreement as it relates to their intellectual property. You further agree that, if ENVOQON SOFTWARE terminates this Agreement for your default, you will, within thirty (30) days after any such termination, deliver to ENVOQON SOFTWARE or render unusable all SOFTWARE originally provided to you hereunder and any copies thereof embodied in any medium.
6. GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with Ghana law.
7. DISCCLAIMER OF SOFTWARE WARRANTY. ENVOQON SOFTWARE PROVIDES THE SOFTWARE TO YOU AS IS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY ENVOQON SOFTWARE EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR WILL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
8. INTELLECTUAL PROPERTY RIGHTS PROTECTION. If any third party brings a suit against you that is based on a claim that the SOFTWARE, solely as furnished to you under this Agreement, constitutes direct infringement of any patent issued by, or copyright registered in, the United states, ENVOQON SOFTWARE shall defend such suit or proceeding and shall pay any damages and costs finally awarded therein against you with respect to such matter, provided that you promptly inform ENVOQON SOFTWARE of any such claim, furnish ENVOQON SOFTWARE with a copy of each communication, notice or other action relating to the alleged infringement and give ENVOQON SOFTWARE the Authority, information and assistance necessary to settle, compromise or litigate such suit or proceeding. Following notice of a claim or a threatened or actual suit, ENVOQON SOFTWARE may, without obligation to do so, at ENVOQON SOFTWARE sole option: (a) procure for you the right to continue to use the SOFTWARE as furnished, (b) replace or modify the SOFTWARE to make it non-infringing, or ( c) discontinue your license for the SOFTWARE and refund to you any license fee that you paid for it, less a reasonable value for use, determined by prorating such license fee on the basis of a thirty-six (36) month straight line depreciation method, applied to the period of actual use. ENVOQON SOFTWARE shall not be obligated to defend or be liable for costs and damages if the infringement or claim thereof arises out of: (i) use or combination of SOFTWARE with products or data not provided by ENVOQON SOFTWARE, (ii) use of other than the latest unmodified release of SOFTWARE made available to you by ENVOQON SOFTWARE if such infringement would have been avoided by the use of such release of SOFTWARE, (iii) modification of the SOFTWARE by anyone by ENVOQON SOFTWARE, (iv) use of SOFTWARE after receiving notice, or having reason to believe, that SOFTWARE infringes a patent or copyright of a third party, or (v) a claim based on any portion of the Windows(r) software that may be included with SOFTWARE. THE FOREGOING STATES YOUR EXCLUSIVE REMEDY AND ENVOQON SOFTWARE ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OF ANY PATENT OR COPYRIGHT BY SOFTWARE, AND ENVOQON SOFTWARE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OTHER INTELLECTUAL PROPERTY RIGHT.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL ENVOQON SOFTWARE OR IT LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL, OR PROPERTY DAMAGE), WHETHER OR NOT ENVOQON SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ENVOQON SOFTWARE LIABILITY ARISING OUT OF THIS SOFTWARE LICENSE AGREEMENT AND/OR YOUR USE OR POSSESSION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED THE AMOUNT OF THE LICENSE FEE FOR THE SOFTWARE PROVIDED UNDER THIS AGREEMENT.