UltraEdit License Agreement
IMPORTANT - READ CAREFULLY: This is a legally binding agreement between You and
IDM for the use of IDM SOFTWARE PRODUCTS or SOFTWARE.
BY PAYING THE LICENSE FEE FOR THE SOFTWARE PRODUCT
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA.
THE SOFTWARE PRODUCT IS PROTECTED
BY U.S. COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER
INTELLECTUAL PROPERTY LAWS AND TREATIES. IDM IS AND SHALL REMAIN THE OWNER OF
ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE SOFTWARE PRODUCT IS
LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED,
PERSONAL BASIS, NOT SOLD.
I. "You" means the person, company,
or organization that has licensed the SOFTWARE PRODUCT(s) or SOFTWARE by means
of a paid license fee respective of Your order.
II. "SOFTWARE PRODUCT or SOFTWARE"
means use of a copy of computer software identified herein and any associated
media included in Your order. A copy of the printed materials may include
"online" or electronic documentation as well as any applicable licensed third
III. "Computer" means a virtual or
physical computer device that accepts information in digital or similar form and
manipulates it for specific result based on a sequence of instructions.
IV. "Internal Network" means a
private, proprietary network resource accessible only by employees and
individual contractors (i.e., temporary employees) of a specific corporation or
similar business entity. Internal Network does not include portions of the
Internet or any other network community open to the public, such as membership
or subscription driven groups, associations and similar organizations.
1. LICENSE GRANT AND RESTRICTIONS.
The following section applies to
all IDM SOFTWARE PRODUCT(S) and SOFTWARE.
If You obtained the SOFTWARE and
any required SOFTWARE key(s) from IDM or one of its authorized distributors and
as long as You comply with the terms of this EULA, IDM grants You a
non-exclusive, non-transferable, limited personal license to install and use the
SOFTWARE PRODUCT or SOFTWARE in a manner consistent with its design,
documentation, and Your order. You may only use the SOFTWARE according to the
License ordered by You and granted by IDM. IDM offers several license types to
meet the needs of its customers. Particular licenses are offered for the
SOFTWARE PRODUCT OR SOFTWARE depending on the intended use of the SOFTWARE. Your
order shall designate the authorized use of the SOFTWARE which may include but
is not limited to; Single-User License, Concurrent License, Multi-User License,
Site License, Enterprise License, or Volume Discount License.
1.1 General Use. Except as
otherwise provided in this EULA, You may install and use the SOFTWARE on up to
the Permitted Number of Your compatible Computer(s) according to Your order, as
long as You are the "Primary User" of the software and, when required by the
SOFTWARE, You present a valid SOFTWARE key for each copy.
1.2 Distribution from Server. You
may copy an image of the SOFTWARE onto file server(s) within Your Internal
Network for the purpose of downloading and installing the SOFTWARE onto
Computers within the same Internal Network for use as permitted by Section 1.1.
1.3 Server Use. You may install the
SOFTWARE on Computer file server(s) within Your Internal Network only for use of
the SOFTWARE initiated by an individual from a Computer within the same Internal
Network as permitted by Section 1.1. The total number of users (not the
concurrent number of users) able to use the SOFTWARE on such Computer file
servers(s) may not exceed the Permitted Number of users as specified by the
1.3.1 The foregoing does not permit
You to install or access (either directly or through commands, data or
instructions) the SOFTWARE: (i) from or to a Computer not part of Your Internal
Network (with the exception of a world-wide enterprise license), (ii) for
enabling web hosted work groups or services available to the public, (iii) by an
individual or entity to use, download, copy or otherwise benefit from the
functionality of the SOFTWARE unless licensed to do so by IDM, (iv) as a
component of a system, work flow or service accessible by more than the
Permitted Number of users.
1.4 Backup Copy. You may make a
reasonable number of backup copies of the SOFTWARE, provided Your backup copies
are not installed or used for other than archival purposes.
2. OTHER RIGHTS AND LIMITATIONS.
2.1 Limitations on Reverse
Engineering, De-compilation, and Disassembly. You may not reverse engineer,
decompile, translate, localize or disassemble the SOFTWARE PRODUCT.
2.2 Separation of Components. The
SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be
separated for use on more than one computer. You may not unbundle or repackage
the SOFTWARE PRODUCT for distribution.
2.3 Rental. You may not rent,
license, assign, transfer, time share, host, lend, sub-license, distribute, or
lease the SOFTWARE PRODUCT except as otherwise expressly provided in this EULA.
2.4 Software Transfers of Rights.
You may transfer a multi-user, site, or enterprise license (in-full) in
connection with a divestiture, a merger, or consolidation, as long as You
provide IDM with prior written assigned notice, on a form that IDM will provide
You, that includes: (i) the original license order number/details; (ii) the
quantity of licenses, if applicable, being transferred by product and version;
(iii) the name, address and contact information of the transferee; (iv) any
other information that IDM reasonably requests.
For all other transfers of
licenses, IDM prior written consent is required. No license transfer will be
valid unless the transferee accepts in writing the applicable product use
rights, use restrictions, and limitations of liability. Any transfer made in
violation of the requirements or restrictions of this section will be void. You
may not transfer licenses on a short term basis or transfer temporary rights to
The SOFTWARE PRODUCT and any copies
of the SOFTWARE PRODUCT or any SOFTWARE key or key codes related to the SOFTWARE
PRODUCT and IDM trademarks may not be used, posted or displayed in any form or
manner on any online auction sites or any other site without the express prior
written permission of IDM.
2.5 Term and Termination. The term
of this EULA granted to You for the use of the SOFTWARE PRODUCT is for 1 year,
renewable automatically, but without prejudice to any other rights, IDM may
terminate this EULA if You fail to comply with any of the terms and conditions
of this EULA. In such event, You must destroy all copies of the SOFTWARE PRODUCT
and all of its component parts.
2.6 Multi-Platform License
(Software for Windows, Mac, Linux operating systems). The SOFTWARE PRODUCT or
SOFTWARE which is the subject matter of this EULA is for use on a single
platform or all three platforms depending on Your order. The SOFTWARE and
SOFTWARE key associated with the SOFTWARE platform you specified in Your order
will not be operable on any other platforms.
2.7 Trial Version Restrictions.
Your rights to install and use the Trial Version under this section will
immediately terminate upon the earlier of (a) the expiration of the Trial
Period, or (b) such time that You purchase a license to the SOFTWARE PRODUCT or
SOFTWARE. YOU ACKNOWLEDGE THAT THE TRIAL VERSION MAY HAVE LIMITED FEATURES,
FUNCTION FOR A LIMITED PERIOD OF TIME, HAVE OTHER LIMITATIONS NOT PRESENT IN A
NON-TRIAL VERSION OF THE SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS EULA, THE TRIAL VERSION OF ANY IDM SOFTWARE PRODUCT or SOFTWARE IS PROVIDED
TO YOU ON AN "AS IS" BASIS, AND IDM DISCLAIMS ANY WARRANTY OR LIABILITY
OBLIGATIONS TO YOU OF ANY KIND.
3. Upgrades. If upgrading from one
IDM SOFTWARE PRODUCT to a different IDM SOFTWARE PRODUCT, the subsequent use of
the originating product is invalidated/prohibited in accordance with this EULA
(Effectively exchanging rights of use).
4. Intellectual Property Rights.
All rights, title, and interests, including, but not limited to, all copyrights,
trade secret rights, patent and trademark rights in and to the SOFTWARE PRODUCT
(including but not limited to any images incorporated into the SOFTWARE
PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE
PRODUCT, are owned by and shall remain the sole property of IDM.
5. Injunctive Relief. The parties
agree that if You utilize or otherwise use any of the SOFTWARE PRODUCT in an
unauthorized manner, or breach the terms and conditions of this EULA, that such
use or breach would have a devastating and serious impact on IDM’s continuing
ability to compete profitably and would, therefore, result in immediate and
irreparable injury, loss or damage to IDM. The parties agree that in such event,
in addition to IDM’s right to recover damages for a breach of this EULA, IDM
would be entitled to obtain a temporary restraining order or a preliminary
injunction from a court of competent jurisdiction to prevent You, Your
employees, agents, consultants, or independent contractors from engaging in any
further use of the SOFTWARE PRODUCT or the continued breach of the remaining
terms and conditions of this EULA.
6. Limited Warranty. IDM warrants
that the SOFTWARE PRODUCT will perform substantially in accordance with the
accompanying written materials for a period of ninety (90) days from the date of
receipt. Some states and jurisdictions do not allow limitations on duration of
an implied warranty, so the above limitation may not apply to You. To the extent
allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, are
limited to ninety (90) days and one year, respectively.
7. Customer Remedies. IDM’s and its
suppliers’ or licensor’s entire liability and Your exclusive remedy shall be, at
IDM’s option, either (a) return the license fee paid, or (b) repair or
replacement of the SOFTWARE PRODUCT that does not meet IDM’s Limited Warranty
and which is returned to IDM with a copy of Your receipt.
This Limited Warranty is void if
failure of the SOFTWARE PRODUCT has resulted from misapplication. Any
replacement SOFTWARE PRODUCT will be warranted for the remainder of the original
warranty period or thirty (30) days, whichever is longer. Outside the United
States, neither these remedies nor any product support services offered by IDM
are available without proof of purchase from an authorized international source.
8. NO OTHER WARRANTIES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDM AND ITS SUPPLIERS, and LICENSORS
DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
9. NO LIABILITY FOR CONSEQUENTIAL
DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
IDM OR ITS SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL 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, MISUSE, OR
INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF IDM HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. Survival. The restrictions and
obligations as contained in this EULA which You have voluntarily agreed to shall
survive any expiration, termination or cancellation of this EULA, and shall
continue and remain in effect to bind You, and Your employees, agents,
successors, heirs and assigns.
11. Succession. This EULA and the
applicable License restrictions set forth the entire Agreement and understanding
between the parties as to the subject matter of this Agreement and supersede all
prior EULA's, discussions, representations, and amendments of understandings of
every kind and nature between them.
12. Amendments. Except as otherwise
provided in this EULA, this Agreement may not be amended, altered, or any of its
provisions waived on behalf of either party, except in writing executed by both
parties’ duly authorized agent.
13. Assignability. Except as
otherwise expressly provided under this EULA, this agreement and the rights and
duties under this Agreement may not be assigned by You without the prior written
consent of IDM.
14. Benefit. This EULA shall be
binding upon and inure to the benefit of IDM and its successors and assigns.
15. Counterparts. This EULA may be
executed and/or accepted in one or more counterparts, each of which shall be
enforceable against the party actually executing and/or accepting the
counterparts, and all of which together shall constitute one instrument.
16. Severability. If any provision
of this EULA becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable, or void, the remaining portion(s) of this EULA shall
continue in full force and effect without said provision; provided, however,
that no such severability shall be effective if it materially changes the
economic benefit of the EULA to IDM.
17. Authority to Execute and
Accept. You warrant and represent to IDM that this EULA shall be binding upon
You, and that the individual agreeing to be bound under the terms and conditions
of this EULA is authorized or has been empowered to do so.
18. Third party Acknowledgement and
Terms. The SOFTWARE PRODUCT or SOFTWARE may use or include third party
components or Content and other copyrighted or publicly licensed material.
Acknowledgments, licensing terms and additional disclaimers for such components,
Content, or materials are contained in the respective components documentation,
and Your use of such components, Content or material is governed by their
respective terms and conditions.
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