IMPORTANT - READ THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE
THAT IS SUBJECT TO THIS AGREEMENT. BY DOWNLOADING OR USING THIS SOFTWARE, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT,
AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS
AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT
DOWNLOADING THE SOFTWARE.
1. Grant of License for Registered Users; Payment of License Fee.
(a) Subject to the terms and conditions of this License Agreement, PCWinSoft
Systems Ltd (the "Company"), grants you a limited, non-exclusive,
non-transferable license, effective only during the trial period set forth on
the Company's web site (the "Trial Period"), to use the program with which this
license is distributed (the "Software"), including any documentation files
accompanying the Software (the "Documentation"), on a single server (if the
Software is server based) or personal computer to support up to the number of
simultaneous users for which you have paid the license fee provided that: (i)
the Software is installed on only one server or personal computer; (ii) the
Software is NOT modified; (iii) all copyright notices are maintained on the
Software; and (iv) you agree to be bound by the terms of this License Agreement.
The Software and Documentation shall be used only by you, only for your own
personal or business use (as applicable, per the specific type of license
purchased by you), and not for the benefit of any other person or entity. After
expiration of the Trial Period, the license granted hereunder will immediately
terminate, unless the term is extended pursuant to Section 1(b) below.
(b) Upon expiration of the Trial Period, if you elect to continue use of the
Software in accordance with the terms of this Agreement, you may pay to the
Company the applicable license fee (the "Fee") set forth on the Company's web
site. Upon complete payment by you, and receipt and acceptance by the Company,
of the applicable Fee, the license granted hereunder shall continue for the term
set forth in Section 10 below.
2. Ownership
You have no ownership rights in the Software. Rather, this License Agreement
grants to you a limited license as discussed herein to use the Software only as
long as this License Agreement remains in full force and effect. Ownership of
the Software, Documentation and all intellectual property rights therein shall
remain at all times with the Company. Except as specifically set forth herein,
any use of the Software by any person, business, corporation, government
organization or any other entity is strictly forbidden and is a violation of
this License Agreement.
3. Copyright
The Software and Documentation contain material that is protected by Brazil
federal and state copyright, trademark and trade secret law, and by
international treaty provisions. The company expressly reserves all rights not
granted to you. You may not remove any proprietary notice of PCWinSoft Systems
Ltd from any copy of the Software or Documentation.
4. Restrictions
You may not copy, publish, display, disclose, rent, lease, modify, loan or
distribute the Software, or create derivative works based on the Software or any
part thereof. You may not reverse engineer, decompile, translate, adapt, or
disassemble the Software, nor shall you attempt to create the source code from
the object code for the Software. You may not transmit the Software over any
network or between any devices. This License Agreement grants a license to use
the Software to one (1) person only. For business licensees, a separate license
must be purchased at the applicable Fee for each individual person in the
business who uses the Software. For individual licensees using the Software for
personal use only, you may transfer the Software to other computers you own, as
long as you only use it on one computer at a time.
5. Confidentiality
You acknowledge that the Software contains proprietary information and trade
secrets of the Company, including without limitation Company source code and its
underlying logic and concepts ("Confidential Information"). You shall prevent
and not allow any Confidential Information or materials to be disclosed, used,
sold, assigned, leased, sub-licensed, commercially exploited or marketed in any
way or manner by you (or your employees, agents or representatives, if
applicable); and you shall not permit any such persons to use any portion of the
Software for the purpose of deriving the source code of the Software or
defeating any key related to the Software. Without limitation of the foregoing,
all Confidential Information shall be protected by the recipient from disclosure
to others with at least the same degree of care as that which is accorded your
own proprietary information, but in no event with less than reasonable care.
6. Limited Warranty
THE COMPANY WARRANTS, FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE, THAT THE
SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD
THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND THE COMPANY'S SOLE
OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT THE COMPANY'S SOLE DISCRETION,
CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE.
ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE
ONLY WARRANTY PROVIDED BY THE COMPANY REGARDING THE SOFTWARE. EXCEPT FOR THE
LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS
OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN
UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE
CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME
JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY
MAY NOT APPLY TO YOU.
7. Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT,
SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS,
BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE
OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN
IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
COMPANY'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR
OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE
SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Export Restrictions
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS,
ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE FEDERATIVE REPUBLIC OF
BRAZIL OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED
FROM TIME TO TIME BY THE GOVERNMENT OF APPLICABLE COUNTRIES. YOU SHALL NOT
EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND
DOCUMENTATION WITHOUT PRIOR WRITTEN CONSENT OF THE COMPANY AND COMPLIANCE WITH
SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
9. Indemnification.
You agree to defend, indemnify, and hold harmless the Company and its officers,
employees, agents and representatives from any demand, claim, loss, liability or
damage, including actual attorneys’ fees, that it or any of them may incur by
reason of or arising out of any claim that is made by any third party that is
based in whole or in part upon any claim or allegation relating to the use of
the Software by you (or your employees, agents or representatives, as
applicable).
10. Term and Termination.
The license granted hereunder shall be effective during the Trial Period. After
the Trial Period, this License Agreement shall continue in effect only upon
complete payment by you, and acceptance by the Company, of the applicable Fee
(as set forth in Section 1 above). Upon payment of the Fee by you, this License
Agreement will remain effective until it is terminated. You may terminate this
License Agreement at any time by destroying or returning to the Company all
copies of the Software and Documentation in your possession or under your
control. The Company may terminate this License Agreement upon determination by
the Company that you have violated any of the terms of this License Agreement.
Upon notification of termination (which may be posted generally upon the
Company's web site), you agree to destroy or return to the Company all copies of
the Software and Documentation and to certify in writing that all known copies,
including backup copies, have been destroyed. All provisions relating to
confidentiality, proprietary rights, and non-disclosure shall survive the
termination of this Software License Agreement.
11. General
This License Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. You may not assign
or transfer this License Agreement or any rights hereunder to any other person
or entity without the prior written consent of the Company. This License
Agreement shall be construed, interpreted and governed by the laws of the State
of Sao Paulo, in Brazil without regard to conflicts of law provisions thereof.
The exclusive forum for any disputes arising out of or relating to this License
Agreement shall be an appropriate court sitting in Sao Paulo, Sao Paulo, Brazil.
This License Agreement shall constitute the entire Agreement between the parties
hereto. Any waiver or modification of this License Agreement shall only be
effective if it is in writing and signed by both parties hereto. If any part of
this License Agreement is found invalid or unenforceable by a court of competent
jurisdiction, the remainder of this License Agreement shall be interpreted so as
to reasonably effect the intention of the parties.