IMPORTANT - PLEASE READ CAREFULLY: This end user License Agreement (hereinafter, "EULA," "License," "Agreement" or "License Agreement") is a legal agreement between you and Brad Taylor d/b/a Churr Software, a division of Taylor Media, LLC (hereinafter, "Churr Software") for the product that accompanies this Agreement, and is also applicable to any media, printed materials, electronic documentation, updates add-ons, web services and any other material that may be associated with the product now or in the future. By downloading the Software or opening the package, installing, copying, accessing or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not purchase this License, download, install, access or use the Software. If you have purchased a License to use the Software in a sealed retail package and do not agree to the terms of this Agreement, return it unopened to the place of purchase for a full refund.
1. Grant of License. Upon payment in full, Churr Software grants you a non-exclusive, terminable License to use the Software and any accompanying documentation in accordance with the terms of this Agreement. The Basic License allows you to install the Software on not more than two (2) computers or CPUs at one geographic location. Use of the Software on more CPUs than is allowed by the applicable license or at more than one location, requires the purchase of a License upgrade. If you purchase a License to use the Software on more than two (2) CPUs, you may install the Software on the number of CPUs identified in the Order Receipt which is returned to you by email. If at any time your use of the Software exceeds that permitted in the applicable License, you agree to immediately notify Churr Software and purchase the appropriate License upgrade.
2. One Back-up. You are permitted to make one (1) back-up copy of the Software for archival purposes only. Unauthorized sharing, lending, renting, sale, or other unauthorized use or misuse of the original Software and/or the back-up copy is a material breach of this Agreement and will result in immediate Termination of this License. You are not permitted to alter the Software in any manner whatsoever. You are not permitted, by way of example not limitation, to decompile, reverse engineer, disassemble, modify, alter or change the software or any associated embedding bits. You are not permitted to reduce the Software to human readable form or translate the Software into other formats. Any use not expressly permitted herein will result in the Termination of this License without notice. You further agree that any use not permitted herein constitutes trademark and copyright infringement causing monetary damage to Churr Software.
3. Exclusive Ownership. Churr Software and its licensors retain all right and title to their respective software, trademarks, copyrights and the designs comprising the Software licensed under this Agreement. You agree not to copy the Software or create derivative works based upon the Software and/or the design embodied in the Software.
4. Limited Distribution. Except as may be permitted herein, you are not permitted to distribute the Software to third parties on an intranet, on the Internet or by any other means. You are not permitted to place a copy of the software on a internet accessible server.
5. Use in Other Media Limited. You are not permitted to incorporate or otherwise use the Software in any other media distributed to third parties. The publication and/or distribution of other software which contains, includes or otherwise incorporates the Software, by way of example not limitation, on the Internet, CD-ROM or DVD requires the purchase a Special License.
6. Trademarks. You agree to identify the Software by trademark and the owner of the trademark in any design credits. All use of the trademark associated with the Software inures solely to the benefit of the trademark owner. No ownership right is granted by this License Agreement. Churr Software reserves all rights not expressly granted herein.
8. Transfer of License. You are permitted to transfer this License to use the Software one (1) time only and only to another end user. Under no circumstances are you permitted to purchase a License to use the Software for resale purposes. Upon transfer of this License, you agree that (i) You will transfer the original Software together with all documentation, (ii) Any such transfer is not by consignment or other indirect means, (iii) The new Licensee reads, understands and agrees with the terms of this License, and (iv) You will destroy all other copies on the Software and any documentation remaining in your possession. Upon transfer of the Software, you are not permitted to retain copies for yourself, lend or otherwise provide copies of the Software to any other end user.
9. Warranties. Churr Software will, at its sole discretion, either replace the Software or refund the Licensing fee in the event the Software does not perform substantially in accordance with the Documentation provided that any such claim is submitted within fourteen (14) days of purchase of this License. To submit a claim, you must return the Software to Churr Software together with a copy of your sales receipt. You expressly acknowledge and agree that use of the Software is at your sole risk. The Software and related documentation is provided "AS IS" and, except as noted herein, is without warranty of any kind and Churr Software and its affiliated companies (together, "Churr Software") hereby EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHURR SOFTWARE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE Software IS WITHOUT DEFECTS. THE Software IS NOT FAULT TOLERANT AND IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE FAIL-SAFE OPERATION MAY BE REQUIRED. THE Software MAY NOT BE USED IN MANUFACTURING, NAVIGATION, CONTROL EQUIPMENT OR IN ANY OTHER CIRCUMSTANCES WHERE THE USE OR FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. UNDER NO CIRCUMSTANCES SHALL CHURR SOFTWARE BE LIABLE TO YOU OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF THE SOFTWARE EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. Churr Software’ liability to you shall in no event exceed the refunding of the cost of the Software or replacement of the Software at Churr Software’ sole discretion.
10. Other Law. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, implied warranties or implied warranties. ANY IMPLIED WARRANTY OR CONDITION CREATED BY LAW IS ONLY EFFECTIVE FOR THE THIRTY (30) DAY WARRANTY PERIOD. THERE ARE NO WARRANTIES OR CONDITIONS OF ANY KIND AFTER THE THIRTY (30) DAY WARRANTY PERIOD. The exclusions noted above may not apply to you. Otherwise, and to the extent permissible by law, you agree that all implied warranties are not effective for more than thirty (30) days.
11. Termination. This License Agreement is effective as of the Date of full payment for the License. This License Agreement may be terminated by you at any time by destroying the Software together with any printed material and any copies of the Software. This License Agreement may be terminated without notice if you breach and/or fail to comply with any term contained herein. In the event you have not paid for this License or any part or upgrade thereof, you hereby agree to allow any attorney of any court of the United States or elsewhere to appear for you, with or without declaration filed, confess judgment against you in favor of Churr Software for any unpaid amount. In the event you become insolvent, make a general assignment for the benefit of your creditors, seek the protection of the bankruptcy laws, or if bankruptcy proceedings are instituted against you this license shall immediately terminate. You further agree to the waiver or lifting of any stay or other protection provided by applicable Bankruptcy law granting Churr Software the right to enforce any or all of its rights under this License Agreement.
12. Governing Law and Arbitration. You agree to settle all disputes, controversies, or claims relating to or arising from this Agreement in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules" and/or "Arbitration") in effect as of the Effective Date of this Agreement and in accordance with the applicable laws of the State of Alabama as it relates to contracts entered into and performed therein. All Arbitration conferences and hearings will be held in Huntsville, Alabama, USA. In all other circumstances, this Agreement shall be governed, enforced and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws provisions. The state and federal courts of the State of Alabama shall have exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement. Churr Software expressly reserves any and all rights to pursue equitable relief including, but not limited to, temporary restraining orders and preliminary injunctions, irrespective of the AAA Rules.
13. Compliance with Law and Export Restrictions. You agree be responsible for compliance with all laws, foreign and domestic, including but not limited to all United States laws and regulations relating to the control of exports or the transfer of technology, as well as end-user, end-use and destination restrictions issued by U.S. and other governments that have jurisdiction over you. If you are purchasing this License for government use, or under a government contract, you agree to familiarize yourself with and follow any applicable rules and regulations relating to the purchase of a license to use software and the actual use thereof.
14. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be replaced by Churr Software with a provision that most closely effects the intent of the invalid provision.
15. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, promises, representations and negotiations between the parties.
16. Headings. The captions of the sections of this License Agreement are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Agreement.