MSG VIEWER FOR OUTLOOK
COPYRIGHT (C) 2010-2018 ELEMENT26, INC.
*** END USER LICENSE AGREEMENT ***
IMPORTANT: PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.
IF YOU DO NOT AGREE TO EACH AND ALL OF THESE TERMS: (1) DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE; (2) REMOVE THE SOFTWARE FROM YOUR COMPUTER NOW; AND, IF APPLICABLE, (3) PROMPTLY RETURN TO ELEMENT26, INC. BY MAIL ANY COPIES OF THE SOFTWARE AND RELATED DOCUMENTATION AND PACKAGING IN YOUR POSSESSION.
1. LICENSE GRANT; PROPRIETARY RIGHTS
a. Subject to the terms and conditions of this Agreement, Element26, Inc. grants to you a limited, non-exclusive, non-transferable right, without any right to transfer or to sub-license, to use MSG Viewer for Outlook (the "Software") (for the purpose of this Agreement, to "use" the Software includes to download, install or access the Software) solely in accordance with the terms and conditions of this Agreement.
b. The Software, including, without limitation, its object code and source code, whether or not provided to you, is strictly confidential to Element26, Inc. Element26, Inc. owns exclusively and reserves all -- and you may not exercise any -- right, title, and interest in and to the Software, including, without limitation, all intellectual property rights in and to the Software, except to the extent of the limited Software use license granted to you in this Agreement. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Software are transferred to you pursuant to this Agreement. You acknowledge and agree that the Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software, all future updates and upgrades to the Software, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and the proprietary property of Element26, Inc., having great commercial value to Element26, Inc.
2. COPY AND USE TERMS
a. Single License. Your license to use the Software is limited to the number of copies of the Software purchased by you. Each licensed copy of the Software may be used on up to two computer locations by a single individual user. Other users may not use your copy of the Software. If you install the Software onto or access it from a multi-user platform, server, network, or cloud-based or Internet-based or similar on-demand computer environment, each and every individual user of the Software in that environment must purchase their own license separately.
b. Copies and Use By Third Parties Prohibited. The Software shall not be copied, shared, loaned, networked, distributed, re-sold, offered for re-sale, transferred or sub-licensed, in whole or in part; except that you may make one copy of the Software for backup or archive purposes only, provided that you only have one copy installed on one computer being used by one person. If any person other than yourself uses the Software registered in your name, regardless of whether it is at the same time or different times, then this Agreement is being violated and you agree to be jointly and severally liable and responsible for that violation. For information about redistribution of the Software contact Element26, Inc.
c. Copyright and Restrictions. The Software and the Documentation for the Software, the graphics file that represents the Software, and Element26, Inc.'s name and logo (collectively, the "Element26, Inc. IP"), all constitute or contain copyrighted material, trade secrets and other proprietary material. Copyright law and international copyright treaty provisions protect all parts of the Element26, Inc. IP, and related products and services. You may not nor attempt to, and you may not cause or allow any third party to or to attempt to: (i) modify, reverse engineer, disassemble or decompile the Software; or create or recreate the source code for the Software; (ii) remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Software and Documentation made by you; (iii) lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise; or (iv) modify, adapt, tamper with, translate, or create any derivative works or other works that are based upon or derived from, the Software or the Documentation for the software; combine or merge any part of the Software or the Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with Element26, Inc.; (v) use the Element26, Inc. IP in any way to promote products developed with the Software; (vi) copy or use in any way any program, code, part, image, audio sample, or text embodied in or related to the Software except as intended within the bounds of the single user program. Element26, Inc. retains sole and exclusive ownership of all right, title and interest in and to the Element26, Inc. IP, including the Software, and all intellectual property and other rights relating thereto. All rights not expressly granted hereunder are reserved for Element26, Inc.
d. Compliance with Laws. You shall use the Software only in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, use, display or distribution of the Software together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age is strictly prohibited.
e. Audit Rights. You agree to use commercially reasonable practices to protect your copy of the Software from unauthorized access and use, and to audit your own usage (and, if you will be using the Software on behalf of a company, your company's usage) of the Software to ensure compliance with the scope of your license. Upon no less than seven (7) days' written notice, and no more than once per calendar year, Element26, Inc. may audit, or nominate a reputable accounting firm to audit, your records relating to your performance under this Agreement during the term of the Agreement and for a period of three months thereafter. You further grant to Element26, Inc. the right to electronically monitor the installation and machine IDs using the Software for purposes of determining whether you have violated the provisions of this Agreement. If Element26, Inc. determines that you have violated the provisions of this Agreement, you agree that will be considered evidence of willful infringement and that Element26, Inc. shall be entitled to payment for all unauthorized use and for damages for willful infringement.
3. DISCLAIMER OF WARRANTIES, LIMITATION OF REMEDIES AND DAMAGES, AND INDEMNIFICATION
a. No Warranties. Except as expressly stated in writing, Element26, Inc. makes no representation or warranties with respect to the Software and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality, fitness for a particular purpose, title, non-infringement, or systems integration. THE SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. THIS DISCLAIMER CONCERNS ALL FILES GENERATED AND EDITED BY THE SOFTWARE AS WELL.
b. Limitation of Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, WARRANTY, CONTRACT OR OTHERWISE, SHALL ELEMENT26, INC. BE LIABLE TO YOU UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, INCLUDING FOR LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE, LOSS OF USE AND/OR COMPUTER FAILURE OR MALFUNCTION, LOSS OF INFORMATION AND/OR DATA, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT AND/OR ANY OTHER LEGAL THEORY, IN NO EVENT SHALL ELEMENT26, INC.'S LIABILITY TO YOU FOR DIRECT DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH ITS SUBJECT MATTER EXCEED THE AMOUNT OF TOTAL FEES PAID OR PAYABLE BY YOU FOR THE SOFTWARE GIVING RISE TO SUCH CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. In the event Element26, Inc. becomes liable to you for such direct damages, and thereby reimburses you for the fees you paid for the Software, you will be required to uninstall and return to Element26, Inc. the Software and related files, and such reimbursement and return will constitute a termination of your license hereunder.
c. No Limitation on Damages for Your Breach. No provision of this Agreement shall exclude or limit in any way your liability for excess usage of and/or any breach of Element26, Inc.'s intellectual property rights in the Element26, Inc. IP, including the Software.
d. Your Indemnification of Element26, Inc. You agree to indemnify, hold harmless, and defend Element26, Inc., its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with this Agreement or your use of the Software.
Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this license. Upon termination of the license granted herein for any reason, you agree to immediately cease use of the Software and destroy all copies of the Software supplied under this Agreement. The financial obligations incurred by you shall survive the expiration or termination of this license.
5. GOVERNING LAW
This Agreement shall be governed by the substantive laws of the United States applicable therein. You hereby irrevocably attorn and submit to the exclusive jurisdiction of the United States District Court for the Northern District of Texas with regard to any dispute arising out of or related to this Agreement or its subject matter. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions.
6. CONSENT OF USE OF DATA
You agree that Element26, Inc. may collect and use information gathered in any manner as part of the product support services provided to you, if any, related to the Software. Element26, Inc. may also use this information to provide notices to you which may be of use or interest to you.
a. Except for actions for non-payment or breach of Element26, Inc.'s proprietary rights in the Software and Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after a party knew or should have known of the claim.
b. Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.
c. This Agreement, including all documents incorporated by reference, represents the entire agreement between the parties and expressly supersedes and cancels any other communication, representation or advertising whether oral or written, on the subjects herein. No terms or conditions of any pre-printed or boilerplate purchase order of yours or other document of yours will govern the transactions contemplated by this Agreement. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Element26, Inc. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Element26, Inc. If any provision of this Agreement is held invalid, unenforceable, invalid, or prohibited under law, then such provision will be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with applicable law and the remainder of this Agreement shall continue in full force and effect.
d. By accepting this agreement, you represent and warrant that you have the authority to bind yourself and your company with respect to each of the licenses purchased hereunder, and that your company will be jointly and severally responsible and liable for each of the license users' compliance with the terms hereof.Last updated: January 02, 2019.