This license agreement is proof of license. Please treat it as valuable property.
IMPORTANT - READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal agreement between you (hereinafter "Licensee" or "you") and Electronic Software Publishing Corporation (hereinafter "Licensor") for the Licensor's software products identified above, and any upgrades which may be acquired by you for the identified products from time to time, which may include associated software components, media, printed materials, and "online" or electronic documentation (hereinafter "Product"). By downloading, installing, copying, or otherwise using the Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download, install or use the Product.
1. GRANT OF LICENSE.
Subject to payment of applicable license fee(s), Electronic Software Publishing Corporation hereby grants to you a non-exclusive non-sublicensable, non-transferable license to use its Product or grants you a license to use the Product free of charge for purposes of evaluating the Product for an evaluation period that is limited to a single one-time trial period of fifteen (15) days. You may use the Product only in the manner described herein. If you initially acquired a copy of the Product without purchasing a license and you wish to purchase a license you may do so by contacting the Licensor via the Internet at http://www.elsop.com/linkscan/ or linkscan@elsop.com.
If Licensor discovers and/or determines that a Licensee has used the Product on more than a single computer or has scanned more than the number of computers licensed for scanning or in an unauthorized manner, Licensor has the right to demand immediate payment of any amounts that the Licensee should have paid and did not previously pay or to terminate the License. Termination of the License may include, but not be limited to, disabling the licensed Product. Upon termination of license, Licensee shall destroy all copies of the Product in its possession. Licensee is liable for all legal and other expenses associated with the collection of these payments.
2. SCOPE OF GRANT.
Licensee may install and use a single copy of the Product on a single computer at a secure Location owned or leased by the Licensee. Licensee may maintain another copy of the Product for archival purposes, provided any copy must contain all of the original Product's proprietary notices.
LinkScan is offered as five different products: LinkScan Workstation, LinkScan Server, LinkScan ServerPro, LinkScan Enterprise and LinkScan Unlimited. The terms: "LinkScan Workstation", "LinkScan Server", "LinkScan ServerPro", "LinkScan Enterprise" and "LinkScan Unlimited" when used in reference to our Product as in "LinkScan Server" do not mean a physical or virtual server, but simply reference different products. The permitted uses of each product are described below.
The term Location is used in the following text and it is defined as the Licensee's premises (one company or institution) in the same building or campus with a contiguous boundary at the same physical postal address. A Location does not include branch locations or affiliated organizations. This is also the definition of a Location Block (LocBlock).
The terms "web pages" or documents are pages that are located on your server that you are scanning. The limits on documents described in this agreement refers to the total number of documents that can be scanned with your use of our product. A document may contain numerous links to images and other HTML pages. You may scan an unlimited number of links with all our products.
A. LinkScan Workstation - You are licensed to scan up to 500 unique web pages on a single physical computer that is owned or leased by you at one Location. The web pages may be on the computer on which the Product is installed or it may be a remote physical computer, but not both. You must buy additional licenses for each additional computer you scan even though you are using only one copy of the Product to scan the multiple computers. If you wish to scan more than 500 unique web pages or other computers, you must obtain additional license(s) or upgrade to another product.
B. LinkScan Server - You are licensed to scan up to 5,000 unique web pages on a single physical computer that is owned or leased by you at one Location. The web pages may be on the computer on which the Product is installed or it may be a remote physical computer, but not both. You must buy additional licenses for each additional computer you scan even though you are using only one copy of the Product to scan the multiple computers. If you wish to scan more than 5,000 unique web pages or other computers, you must obtain additional license(s) or upgrade to another product.
C. LinkScan ServerPro - You are licensed to scan up to 15,000 unique web pages on a single physical computer that is owned or leased by you at one Location. The web pages may be on the computer on which the Product is installed or it may be a remote physical computer, but not both. You must buy additional licenses for each additional computer you scan even though you are using only one copy of the Product to scan the multiple computers. If you wish to scan more than 15,000 unique web pages or other computers, you must obtain additional license(s) or upgrade to another product.
D. LinkScan Enterprise - You are licensed to scan up to 50,000 unique web pages (documents) on up to ten (10) physical computers that are owned or leased by you at one Location. If you wish to scan more than 10 computers, you will have to purchase one or more additional LinkScan Enterprise Licenses.
D.1. If you wish to scan more than 50,000 unique documents with a copy of LinkScan Enterprise, you must purchase additional Document Blocks (DocBlocks) each of which allows you to scan and additional 50,000 unique documents.
D.2. If you wish to scan computers at more than one location, you must purchase new LinkScan Enterprise licenses for those locations or if you want to scan more locations using one copy of LinkScan Enterprise, you may purchase additional Location Blocks (LocBlocks).
E. LinkScan Unlimited - You are licensed to scan an unlimited number of unique web pages (documents) on any number of physical computers that are owned or leased by you.
3. USE RESTRICTIONS.
Licensor shall issue to Licensee a Registration Key and Password which may only be installed on the single computer designated in the registration process. The Licensee may transfer the Product to another designated computer owned or leased by the Licensee and re-register the Product for that computer provided the original copy of the Product on the original designated computer is destroyed after the move of the Product has been accomplished. You also agree to not transfer to any other party the Registration Key and Password issued for the original computer. Licensor has the explicit right to monitor the use of the Product by the Licensee in order to enforce the provisions of this agreement.
Licensee agrees that it will not use or permit the Product to be used in any manner, whether directly or indirectly, that would enable Licensee's customers or any other person or entity to use the Product. However, Licensee may publish copies of SiteMaps and/or TapMaps produced by the Product for public consumption.
Licensee agrees that the Product is based on and includes trade secrets and proprietary know-how belonging to Licensor and is being made available to Licensee in confidence and solely on the basis of a confidential relationship with Licensor.
Licensee may not: permit other individuals to use the Product except under the terms listed above; modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Product (including the Product's screen displays); copy the Product (except as specified above); or remove any proprietary notices or labels on the Product. If the licensee does any of the aforementioned activities in this paragraph and has not purchased a license then licensee agrees to immediately pay Licensor the License fee and to comply with all of its terms.
Licensee may not use the Product to provide timesharing, service bureau, or similar services to any other party. Licensees who are Internet Service Providers are explicitly prohibited from providing the Product or use of the Product to their customers or any other parties.
Licensee may not allow other parties to use the Product or the Registration Key or Password associated with the Product. Licensee may not allow any other person to do anything that is prohibited by this Agreement.
Licensee shall not make any portion of the Product available to a third party, rent, lease, sell, sublicense, assign, or otherwise transfer the Product, any portion thereof, or any output generated by the Product to a third party, and shall not convey for commercial purposes any information arising from the use of the product to any third person, or use the Product for a purpose other than that for which it is intended (as evidenced by the documentation). Recipient further agrees to treat the Product with at least the same degree of care as that with which it treats its own confidential or proprietary information.
4. COPYRIGHT.
The Product (including any images, applets, animations, and text incorporated into the Product) is owned by Licensor and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold. All title, including but not limited to copyrights, in and to the Product and any copies thereof are owned by Licensor. You must treat the Product and any printed materials that may accompany the Product like any other copyrighted material. You may not copy the Product or any printed material that may accompany the Product. Licensor reserves all rights not expressly granted.
5. SOURCE AND BINARY CODE.
This is PROPRIETARY SOURCE AND BINARY CODE of Licensor; the contents of this file may not be disclosed to third parties, copied or duplicated in any form, in whole or in part, without the prior written permission of Licensor.
Permission is hereby granted solely to the licensee for use of this source code in its unaltered state. This source code may not be modified by Licensee except under direction of Licensor. Neither may this source code be given under any circumstances to other parties in any form, including source or binary. Licensee shall not reverse engineer, decompile or disassemble any portion of the Product's code. Modification of this source code by Licensee shall automatically terminate this License as per Section 11. Divulging the exact or paraphrased contents of this source code to unlicensed parties either directly or indirectly constitutes violation of federal and international copyright and trade secret laws, and will be duly prosecuted to the fullest extent permitted under law.
6. DELIVERABLES.
Licensee may acquire the Product in machine readable form by downloading it electronically from the Licensor's computer (website server) to his computer. The Product will not be delivered in any other form or manner. The Licensor shall deliver to the Licensee by Electronic Mail within a reasonable time after the Licensee has paid for the Product a Registration Key and Password which enables the Product to operate. Reasonable within this context means within three business days of receipt of payment.
7. DISCLAIMER OF WARRANTY AND LIMITED WARRANTY.
THE PRODUCT IS DEEMED ACCEPTED BY LICENSEE, AND IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR FURTHER DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE PERFORMANCE, USE OR RESULTS OF THE USE OF THE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE PRODUCT. IF THE PRODUCT IS DEFECTIVE, YOU, AND NOT LICENSOR OR ITS DEALERS, DISTRIBUTORS, AGENTS, SUPPLIERS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, THAT IS MADE BY LICENSOR REGARDING THE PRODUCT, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS, SUPPLIERS, OR EMPLOYEES SHALL CREATE A WARRANTY, OR BIND LICENSOR, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. NO LICENSOR DEALER, AGENT, SUPPLIER, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. IF ANY MODIFICATIONS ARE MADE TO THE PRODUCT BY YOU OR IF YOU VIOLATE THE TERMS OF THIS AGREEMENT, THEN THIS WARRANTY SHALL IMMEDIATELY BE TERMINATED. THIS WARRANTY SHALL NOT APPLY IF THE PRODUCT IS USED ON OR IN CONJUNCTION WITH HARDWARE OR PRODUCT OTHER THAN THE UNMODIFIED VERSION OF HARDWARE AND PRODUCT WITH WHICH THE PRODUCT WAS DESIGNED TO BE USED AS DESCRIBED IN THE DOCUMENTATION.
8. TITLE.
Title, ownership rights, and intellectual property rights in the Product shall remain in Licensor and/or its suppliers. You understand that the Product is licensed and not sold to you. The Product is protected by the copyright laws and treaties. Title and related rights in the content accessed through the Product is the property of the applicable content owner and may be protected by applicable law. This License gives you no rights to such content.
9. SUPPORT AND MAINTENANCE.
Licensor offers no support (including technical support) or maintenance of this Product. Licensee, at its option, may negotiate for Support and Maintenance from Licensor and/or its suppliers through a separate agreement. Licensor may, at its option, publish on its website a list of Frequently Asked Questions (FAQ) concerning the Product without obligation to continue doing so or to maintain said list. Licensor may, at its option, offer and/or provide technical support or assistance for the Product without obligation to continue doing so.
10. LIMITATIONS ON LICENSOR'S OBLIGATIONS.
Licensee understands and agrees that Licensor may develop and market new or different computer programs which use part or all of the Product and which performs all of the functions performed by the Product. Nothing contained in this Agreement gives Licensee any rights with respect to such new or different computer programs.
11. TERMINATION.
The license will terminate automatically if you fail to comply with the limitations and restrictions described herein or if you are delinquent in making any payments for the Product of any sum due under this Agreement. On termination, you must destroy all copies of the Product. Licensor may also terminate this Agreement if you violate it. You must destroy all copies of the Product in your possession or control promptly upon termination. Upon Licensor's request, you must certify in writing that you have complied with your obligations under this Section and otherwise under this Agreement. Termination by Licensor will not limit any of its other rights or remedies under this Agreement or at law or in equity. Any provision of this Agreement that by its sense and context is intended to survive termination of this Agreement will survive termination.
12. LIMITATIONS ON LICENSOR'S LIABILITY AND UPON TIME TO SUE.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE PAID FOR SUCH LICENSE, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF ANY OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE YEAR AFTER SUCH ACTION ACCRUED.
13. TRADEMARKS.
"Electronic Software Publishing Corporation", the Electronic Software Publishing Corporation logo, "Elsop", "LinkScan", the LinkScan logo, "LinkScan QuickCheck", "LinkScan Dispatch", "MailVet", and all other trademarks which identify the Licensed Program or the company are the trademarks, and in some jurisdictions may be registered trademarks, of the Electronic Software Publishing Corporation.
14. EXPORT CONTROLS.
You agree that none of the Product or underlying information or technology will be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro, U.N. Protected Areas and areas of Republic of Bosnia and Herzegovina under the control of Bosnian Serb forces), North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied your export privileges. By downloading or using the Product, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
In addition, if the licensed Product is identified as a not-for-export product (for example, in the registration process or in the installation process), then the following applies: Except for export to Canada for use In Canada by Canadian citizens, the Product and any underlying technology may not be exported outside the United States or to any foreign entity or "foreign person" as defined by U.S. government regulations, Including without limitation, anyone who is not a citizen, national or lawful permanent resident of the United States. By downloading or using the Product, You are agreeing to the foregoing and you are warranting that you are not a "foreign person" or under the control of a foreign person.
15. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations and/or agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein.
16. GOVERNING LAW; SEVERABILITY.
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by California law, without reference to conflicts of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. Any suit to enforce the terms of this Agreement may be brought in either the United States District Court of the Northern District of California or the California Superior Court in and for the County of Santa Clara, as appropriate, and you consent to the jurisdiction and venue of such court. If either party brings any action to enforce any rights arising out of or relating to this Agreement (whether or not suit is filed), the prevailing party shall be entitled to recover its costs and expenses related to such action, including reasonable attorneys' fees except as provided under section 1: Grant of License. All terms of this Agreement which, by their nature, are intended to survive termination of this Agreement shall survive any such termination.
17. COMPLIANCE WITH THE LAW.
Licensee agrees that it will comply with all federal, state and local laws and regulations governing the use of the Product.
18. RETURN AND REFUND POLICY.
The licensor allows no returns and will make no refunds.
19. TAXES.
In addition to all license fees paid by Licensee in acquiring this license, Licensee shall pay or reimburse Licensor for all federal, state, local or other taxes not based on Licensor's net income or net worth, including, but not limited to, sales, use, value-added, privilege and property taxes, or amounts levied in lieu thereof, based on charges payable under this Agreement or based on the Product, its use or any services performed hereunder, whether such taxes are now or hereafter imposed under the authority of any federal, state, local or other taxing jurisdiction.
20. U.S. GOVERNMENT RESTRICTED RIGHTS.
Use, duplication or disclosure by an agency, agent, unit, or instrumentality of the United States Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Electronic Software Publishing Corporation, 43793 Cameron Hills Drive, Fremont, CA 94539 USA
License Version 2007-03
Revision Date: March 15, 2007
(c) Copyright 1997-2007 Electronic Software Publishing Corporation (Elsop)
LinkScan (TM) and Elsop (TM) are Trademarks of Electronic Software Publishing Corporation