IMPORTANT-READ
CAREFULLY: This End-User License Agreement (“EULA”) is a legal contract between
you (either (a) an individual user or (b) a business organization and the user
designated in accordance with Part D below) and InstallShield Software
Corporation, a Delaware corporation (“InstallShield”) for the InstallShield
software that accompanies this EULA, including any associated media, printed
materials and electronic documentation (the “Software”). The Software also
includes any updates, add-on components, web services and supplements that
InstallShield may in the future provide to you or make available to you, to the
extent such items are not accompanied by a separate license agreement or terms
of use. The Software is licensed, not
sold. InstallShield is willing to
license the Software to you only if you accept the terms and conditions of this
EULA. By clicking on the “I ACCEPT”
button, by opening the package that contains the Software, or by copying,
downloading, accessing or otherwise using the Software, you agree to be bound
by the terms of this EULA. If you do not
wish to be bound by the terms of this EULA, click the “I DO NOT ACCEPT” button,
and do not install, access or use the Software.
An original purchaser who has not accepted the terms of this EULA may
return the Software to the place of purchase, within 30 days of the date of
purchase, for a full refund.
If
you have questions concerning this EULA, or if you wish to contact InstallShield
for any reason, please contact the InstallShield distributor serving you or
write to InstallShield at
Software
provided to you on a complimentary basis for evaluation purposes, regardless of
how labeled, is “Evaluation Software.”
Your possession and use of Evaluation Software will be governed by the
terms set forth in this Part A and in Part D below.
1. Grant of License. InstallShield grants you a limited, personal,
non-exclusive, non-transferable license to use the Evaluation Software solely
to evaluate its suitability for your internal business requirements on the
terms and conditions set forth in this Part A and in Part D below. Without limiting the foregoing, you may not
use the Evaluation Software to create publicly distributed computer software or
for any other commercial purpose. This
license may be terminated by InstallShield at any time upon notice to you and
will automatically terminate, without notice, upon the first to occur of the
following: (a) the completion of your evaluation of the Evaluation Software or
(b) the expiration of the 15- or 30-day evaluation period shown in the
Evaluation Software.
2. Use of Evaluation
Software. Since this is Evaluation
Software, portions of the full-use version of the Software may be withheld or
unusable and use of the Software may require accessing portions of the Software
remotely through the Internet. Full use
of the Software may be restricted by technological protections.
3. Disclaimer of
Warranty. THE EVALUATION SOFTWARE IS
PROVIDED ON AN “AS IS, WITH ALL DEFECTS” BASIS AND WITHOUT WARRANTY OF ANY
KIND. ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW,
CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND
CONDITIONS AGAINST HIDDEN DEFECTS (“VICES CACHÉS”)), ARE HEREBY OVERRIDDEN,
EXCLUDED AND DISCLAIMED.
PART B--LICENSE OF BETA SOFTWARE
Pre-Release
Software provided to you for testing purposes, regardless of how labeled, is
“Beta Software.” Your possession and use
of Beta Software will be governed by the terms set forth in this Part B and in
Part D below.
1. Grant
of License. InstallShield grants you
a limited, personal, non-exclusive, non-transferable license to install and use
copies of the Beta Software on a maximum of five (5) computers residing on your
premises, solely for your internal testing on the terms and conditions set forth in this Part
B and in Part D below. All other rights are reserved to
InstallShield. You may not demonstrate
or show the Beta Software to third parties without InstallShield’s written
permission. You may not use the Beta
Software in a live operating environment where it may be relied upon to perform
in the same manner as a commercially released product or with data that has not
been sufficiently backed up. You may not
use the Beta Software for benchmark or performance testing. This license may be terminated by InstallShield at
any time upon notice to you and, in any event, will automatically terminate,
without notice, upon the release of a commercial version of the Beta Software. Upon the termination of this EULA, You shall
cease use of the Beta Software and, upon request, shall promptly return to
InstallShield, or certify destruction of, all full or partial copies of the Beta
Software and related materials provided by InstallShield.
2. Feedback. You
will provide InstallShield with reasonable feedback on the Beta Software’s
performance, including but not limited to usability, bug reports and test
results. You will review and comment on
all documentation supplied. All bug
reports, test results and other feedback made by you will be the property of
InstallShield and may be used by InstallShield for any purpose it sees fit. Due to the nature of the development work,
InstallShield is not certain if errors or discrepancies in the Beta Software
may be corrected.
3. Support. InstallShield is not obligated to provide
technical or other support for the Beta Software. However, limited technical support
("Support Services"), if noted in the materials provided to you by
InstallShield, may be available. Use of any such Support Services is governed
by the InstallShield policies and programs described in "online"
documentation or in other InstallShield-provided materials. Any supplemental software code provided to
you as part of the Support Services shall be considered part of the Beta
Software and subject to the terms and conditions of this EULA. InstallShield may use technical information
you provide to InstallShield for InstallShield’s product support, development,
and other business purposes. InstallShield will not utilize such technical
information in a form that personally identifies you. Support Services may not be available in all
countries outside the
4. Maintenance. InstallShield is not obligated to provide
maintenance, technical support, or updates for the Beta Software. InstallShield is not obligated to release a
commercial version of the Beta Software or to provide you with a copy of any
commercial version that may be released.
5. Confidential
Information. The Beta Software,
including its features and the results of use or testing (“Confidential
Information”), is confidential and proprietary to InstallShield. Confidential Information does not include
information that you can prove (a) was already known to you prior to the
effective date of this EULA, (b) became publicly known through no wrongful act
by you, or (c) was received from a third party without similar restriction and
without breach of this EULA. You will
not disclose or provide Confidential Information to any third party except with
InstallShield's written permission or upon judicial or governmental order, and
you will give InstallShield reasonable notice prior to any such disclosure and
will comply with any protective or equivalent order. This provision shall survive the termination
or expiration of this EULA.
6.
Disclaimer of Warranty. THE BETA
SOFTWARE IS PROVIDED ON AN “AS IS, WITH ALL DEFECTS” BASIS AND WITHOUT WARRANTY
OF ANY KIND. ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS AND INDEMNITIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW,
CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS OR OTHERWISE (INCLUDING, BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES AND
CONDITIONS AGAINST HIDDEN DEFECTS (“VICES CACHÉS”)), ARE HEREBY OVERRIDDEN,
EXCLUDED AND DISCLAIMED.
PART
C--LICENSE OF SOFTWARE
Your possession
and use of any Software other than Evaluation Software and Beta Software will
be governed by the terms set forth in this Part C and in Part D below.
1. Grant of License. Upon your payment of the full license price
and acceptance of this EULA, InstallShield grants you a limited, personal,
non-exclusive license to install and use the Software on the terms and
conditions set forth in this Part C and in Part D below.
2. Restrictions on Use of
Software. You may install and use
one copy of the Software on a single computer for use by an individual user,
and only for your internal business purposes.
You will not rent, lease, lend, sublicense, redistribute or otherwise
allow third parties to use the Software directly or indirectly, whether on a
time sharing, remote job entry, or service bureau arrangement or to provide
commercial hosting services to third parties.
You will not copy, modify or prepare derivative works of the
Software. You may use the Software only
in the language(s) which you select during installation or for which you
acquire rights pursuant to an InstallShield Language Pack. You may not share the Software, except as set
forth Section 3 below.
3. Shared Use on a Single Computer. Subject to the exceptions set forth at the
end of this Section 3, a copy of the Software installed on a single common
machine may be shared for internal use by employees and contractors of your
business only, provided that a license has been purchased for each individual
user. The following are exceptions to
the provisions of this Section 3: (a) DemoShield Software may not be shared;
and (b) The Standalone Build component of InstallShield X Software may be
installed, reproduced and used on up to ten (10) computers residing on your
premises, and a copy of the Standalone Build component may be shared on a
common build/test machine on your premises and
(c) The InstallShield Update Service components may be installed only on one
computer but accessed by multiple users.
4. Authority. With respect to any licenses purchased to
effectuate shared use on a single computer pursuant to Section 3 above, you
represent and warrant that you are authorized to enter into this EULA on behalf
of the business purchasing such licenses.
5. Redistributable
Files. The Software’s component
parts may not be separated for use on more than one computer, except as set
forth in this Section 6 or in clause (b) of Section 3 above. You may copy the files specifically
identified as “Redistributables” in the printed or electronic documentation
that accompanies the Software and redistribute them to the end users (“End
Users”) of the software code you create by using the Software (“Works”),
subject to the following conditions: (a) copies of the Redistributables must be
exact and unmodified; (b) you may distribute the Redistributables only with
Works that add primary and substantial functionality to the Redistributables;
and (c) you shall grant your End Users a limited, personal, non-exclusive and non-transferable
license to use the Redistributables only to the extent required for the
permitted operation of the Works and not to distribute them further. You will reproduce with the Redistributables
all applicable trademark and copyright notices that accompany such Software,
but you will not use InstallShield’s name, logos or trademarks to market the
Works.
6.
7. Support Services.
InstallShield may provide you with support services related to the Software
(“Support Services”). The provision and use of Support Services is governed by
the InstallShield policies and programs described in the Software user manual
and/or in “online” documentation. Any
supplemental software code provided to you as part of the Support Services
shall be considered part of the Software and subject to the terms and
conditions of this EULA. With respect to
technical information you provide to InstallShield as part of the Support
Services, InstallShield may use such information for its business purposes,
including for product updates and development.
9. Customer Remedies. In the event of any breach of the foregoing
warranty or any other duty owed by InstallShield, the entire liability of
InstallShield and its suppliers, and your exclusive remedy shall be, at
InstallShield’s option, either (a) return of the price paid by you for the
Software (not to exceed the suggested U.S. retail price) if any, (b) repair or
replacement of the defective Software or (c) re-performance of the Support
Services. This limited warranty is void
if failure of the Software has resulted from accident, abuse, or
misapplication. Any replacement Software will be warranted for the remainder of
the original warranty period or thirty (30) days, whichever is longer.
Your possession
and use of the Software for any purpose will be governed by the terms set forth
in this Part D and in Part A, B or C above, whichever is applicable.
1. Designation of
Individual User. If you are a
business organization, you must designate one owner, officer or employee in
your organization to exercise the rights set forth in this EULA. The provisions of this EULA shall bind you
and that designated person, jointly and severally.
2. Use of Software. Except as permitted pursuant to this EULA,
you will not otherwise use or copy, translate, modify, adapt, decompile,
disassemble or reverse-engineer the Software. You agree not to use the Software
in violation of any law, statute, ordinance or other regulation (including
export control and unfair competition laws) or any obligation to which you are
bound. You agree to comply with all applicable laws and regulations regarding
your use of the Software. You agree to indemnify InstallShield from and against
any liability that InstallShield may incur arising from your breach of this
EULA or your use of the Software.
3. Ownership. All patents, copyrights, trade secrets,
service marks, trademarks, and other proprietary rights in or related to the
Software are and will remain the exclusive property of InstallShield or its
licensors, whether or not specifically recognized or perfected under the laws
of the country where the Software is located. You hereby assign and agree to
assign any and all rights you may have or acquire in or to the Software to
InstallShield for no additional consideration. You will not take any action
that jeopardizes InstallShield’s or its licensors’ proprietary rights or acquire
any rights in the Software, except the limited rights set forth in this EULA.
InstallShield or its designee will own all rights in any copy, translation,
modification, adaptation or derivation of the Software, including any
improvement or development thereof. At
InstallShield’s request, you will execute or obtain the execution of any
instrument that may be appropriate to assign these rights to InstallShield or
its designee or to perfect these rights in InstallShield’s or its designee’s
name. You may make one copy of the Software for back-up and archival
purposes. You may not remove, modify or
alter any InstallShield copyright or trademark notice from any part of the
Software, including but not limited to any such notices contained in the
physical and/or electronic media or documentation, in the InstallShield Setup
Wizard dialogue or ‘about’ boxes, in any of the runtime resources and/or in any
web-presence or web-enabled notices, code or other embodiments originally
contained in or otherwise created by the Software.
4. Confidentiality.
You acknowledge that the Software is and incorporates confidential and
proprietary information developed, acquired by or licensed to
InstallShield. You will take all
reasonable precautions necessary to safeguard the confidentiality of the
Software, and will not disclose any information about the Software or the
Software evaluations or reports to any other person without InstallShield’s
prior written consent. You will not
allow the removal or defacement of any confidentiality or proprietary notice
placed on the Software. The placement of
a copyright notice on the Software will not constitute publication or otherwise
impair its confidential nature. You
acknowledge that any breach of this Section will cause irreparable harm to
InstallShield and its licensors.
5. Transfer of Software. You may not, by operation of law or otherwise, transfer any license rights or other interests in Evaluation Software, Beta Software, or Software labeled “Not for Resale” or “NFR.” You may not, by operation of law or otherwise, transfer any license rights or other interests in any other Software, unless (a) you permanently and wholly transfer all your rights under this EULA; (b) you retain no copies (whole or partial); (c) you permanently and wholly transfer all of the Software (including component parts, media, printed materials, upgrades, prior versions, and authenticity certificates); and (d) the transferee agrees to abide by all the terms of this EULA. Any purported transfer not in accordance with this Section 8 will be void.
6. Limitation of Damages.
IN NO
EVENT SHALL INSTALLSHIELD, ITS LICENSORS OR SUPPLIERS OR ITS OR THEIR RELATED
COMPANIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR
INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED
ON CLAIMS OF YOU OR ANY OTHER PARTY ARISING OUT OF BREACH OR FAILURE OF EXPRESS
OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT
LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR
OTHERWISE. NOTWITHSTANDING THE FORM
(e.g., CONTRACT, TORT OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY
BE BROUGHT, IN NO EVENT WILL INSTALLSHIELD OR ITS SUPPLIERS BE LIABLE FOR
DAMAGES OR LOSSES THAT EXCEED, IN THE AGGREGATE, THE FOLLOWING FOR EACH
RESPECTIVE BREACH OR SERIES OF RELATED BREACHES: (i) WITH RESPECT TO SOFTWARE,
THE AMOUNT OF LICENSE FEES PAID BY CUSTOMER FOR THE SOFTWARE THAT GAVE RISE TO
SUCH DAMAGES OR LOSSES; AND (ii) WITH RESPECT TO ANY SUPPORT OR OTHER SERVICES
PROVIDED HEREUNDER, THE AMOUNT OF FEES PAID FOR THE SUPPORT OR SERVICES THAT
GAVE RISE TO SUCH DAMAGES OR LOSSES. EXCEPT WITH REGARD TO PAYMENTS DUE
INSTALLSHIELD, NEITHER PARTY SHALL BE LIABLE FOR ANY DELAYS OR FAILURES IN
PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL THAT COULD NOT
BE AVOIDED BY ITS EXERCISE OF DUE CARE.
7. Upgrades and
Subscription. If the Software is
labeled or otherwise identified by InstallShield as an “upgrade” or
“subscription,” you must be properly licensed to use a product identified by
InstallShield as being eligible for the upgrade in order to use the Software.
Any Software labeled or otherwise identified by InstallShield as an upgrade
replaces and/or supplements the product that formed the basis for your
eligibility for such upgrade. You may use the resulting upgraded product only
in accordance with the terms of this EULA. If the Software is an upgrade of a
component of a package of software programs that you licensed as a single
product, the Software may be used and transferred only as part of that single
product package and may not be separated for use on more than one computer.
8. Dual-Media Software.
You may receive the Software in more than one medium. Regardless of the type or
size of the medium you receive, you may use only that one medium that is
appropriate for your single computer. You may not use or install from the other
medium on another computer, including but not limited to portable computers
under the exclusive control of the registered developer. You may not loan, rent, lease, or otherwise
transfer the other medium to another user, except as part of the permanent
transfer (as provided above) of the Software.
9.
10.
11. Termination. In addition to any other rights or remedies
it may have under applicable law, InstallShield may terminate this EULA if you
fail to comply with its terms and conditions. In that event, you will destroy
any and all copies of the Software and all of its component parts. You agree to promptly un-install and delete
all copies of the Software in your possession and discontinue any further use
of the Software. The parties’ rights and obligations under Section 3 of Part A;
Sections 5 and 6 of Part B; Sections 8 and 9 of Part C; and Sections 1, 2, 3,
4, 5, 6, 9 and 10 of this Part D will survive the termination of this
Agreement.
(a)
Relationship of Parties. You and InstallShield are independent parties.
Nothing in this EULA shall be construed as making you an employee, agent or
legal representative of InstallShield.
(b)
No Third-Party Beneficiaries.
There are no third-party beneficiaries of this EULA.
(c)
Jurisdiction of Courts. You
hereby consent to the exclusive jurisdiction of the courts situated in
(d)
Entire Agreement. This EULA
constitutes the complete and entire understanding and agreement of all terms,
conditions and representations between you and InstallShield with respect to
the Software.
(e)
Controlling Law. This EULA will
be construed and enforced in accordance with the internal laws of the State of