End-User Licence Agreement for Araxis Replace In Files Software

IMPORTANT – READ CAREFULLY: This Araxis End-User Licence Agreement (“EULA”) is a legal agreement between you (either an individual, a firm or a single entity) and Araxis Ltd (a company registered in the Isle of Man, number 110807C) for the Araxis software product identified above, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to you by Araxis. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end-user licence agreement is licensed to you under the terms of that licence agreement. By installing, copying, downloading, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENCE. The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

  1. EVALUATION USE. If, and only if, you have been provided by Araxis with a licence for the purpose of evaluating the SOFTWARE PRODUCT (“Evaluation Licence”), this EULA grants you the following rights in respect of that Evaluation Licence:

    • Applications Software. You may install, use, access, display, run, or otherwise interact with (“RUN”) copies of the SOFTWARE PRODUCT on an unlimited number of computers, workstations, terminals, handheld PCs, pagers, “smart phones”, or other digital electronic devices (“COMPUTER”) solely for the purpose of determining whether the SOFTWARE PRODUCT meets your requirements. You may evaluate the SOFTWARE PRODUCT for a Trial Period of up to 7 days. When the Trial Period is complete, you must either discontinue your use of the SOFTWARE PRODUCT or acquire a full (non-evaluation) licence for the SOFTWARE PRODUCT. You shall on any request from Araxis certify, in writing to Araxis, the number of copies of the SOFTWARE PRODUCT that you have made and/or are in your possession or control.
    • Storage/Network Use. You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to RUN the SOFTWARE PRODUCT on your other COMPUTERS over an internal network.
    • You may (a) give exact copies of the current evaluation version of the SOFTWARE PRODUCT to any other person, firm or single entity, except for the purpose of extending their 7 day evaluation period; (b) distribute exact copies of the current evaluation version of the SOFTWARE PRODUCT through electronic channels; and (c) make as many exact copies of the current evaluation version of the SOFTWARE PRODUCT for the purposes of such personal or electronic distribution. You may not charge, or request donations, for any such distribution. Araxis may in its absolute discretion revoke these distribution rights at any time for any reason whatsoever.
    • Reservation of Rights. All rights not expressly granted are reserved by Araxis.

  2. NON-EVALUATION (“FULL”) USE. If, and only if, you have acquired from Araxis a full non-evaluation licence for the SOFTWARE PRODUCT (“Full Licence”), this EULA grants you the following rights in respect of that licence:

    • Applications Software. You may install, use, access, display, run, or otherwise interact with (“RUN”) one copy of the SOFTWARE PRODUCT, or any prior version for the same operating system, on a single computer, workstation, terminal, handheld PC, pager, “smart phone,” or other digital electronic device (“COMPUTER”). The primary user of the COMPUTER on which the SOFTWARE PRODUCT is installed may make a second copy for his or her exclusive use on a second computer.
    • Storage/Network Use. You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to RUN the SOFTWARE PRODUCT on your other COMPUTERS over an internal network; however, you must acquire and dedicate a licence for each separate COMPUTER on which the SOFTWARE PRODUCT is RUN from the storage device. A licence for the SOFTWARE PRODUCT may not be shared or used concurrently on different COMPUTERS.
    • Licence Pack. If this package is an Araxis Licence Pack, you may RUN additional copies of the computer software portion of the SOFTWARE PRODUCT up to the number of copies specified above as “Licensed Copies.” You are also entitled to make a corresponding number of secondary copies for the second computer use as specified above.
    • Reservation of Rights. All rights not expressly granted are reserved by Araxis.

  3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

    • Not for Resale Software. If the SOFTWARE PRODUCT is labelled “Not For Resale” or “NFR,” then, notwithstanding other sections of this EULA, your use of the SOFTWARE PRODUCT is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.
    • Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except that you may decompile the SOFTWARE PRODUCT only to the extent permissible by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the SOFTWARE PRODUCT or with another program and such information is not readily available from Araxis or elsewhere.
    • Limitations on Use. Except as permitted by this EULA, you may not nor permit others to use, copy or transfer the SOFTWARE PRODUCT; distribute, rent, loan, lease, sub-license or otherwise deal in the SOFTWARE PRODUCT; alter, adapt, merge, modify or translate the SOFTWARE PRODUCT in any way for any purpose, including, without limitation, for error correction; remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the SOFTWARE PRODUCT.
    • Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one COMPUTER.
    • Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Araxis.
    • Support Services. Araxis may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Use of Support Services is governed by the Araxis policies and programs described in the user manual, in “online” documentation, and/or in other Araxis-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to Araxis as part of the Support Services, Araxis may use such information for its business purposes, including for product support and development. Araxis will not utilize such technical information in a form that personally identifies you.
    • Software Transfer. The initial licensee of the SOFTWARE PRODUCT may make a one-time permanent transfer of this EULA and SOFTWARE PRODUCT only directly to an end user. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.
    • Termination. Your licence is effective upon your acceptance of this EULA and installing the SOFTWARE PRODUCT. You may terminate this EULA at any time by destroying the SOFTWARE PRODUCT together with all copies. Araxis may terminate this EULA if you fail to comply with the terms of this EULA or if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointment or suffer or file any similar action in consequence of debt. Upon termination, for any reason whatsoever, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts in any form in your possession or under your control. If this EULA has been granted for EVALUATION USE, unless terminated earlier under the terms of this EULA this EULA will be for a trial period of 7 days commencing from the installation of the SOFTWARE PRODUCT. Thereafter, the SOFTWARE PRODUCT shall cease to RUN due to time limited cut-out software incorporated into the SOFTWARE PRODUCT. Please see the Araxis web site (www.araxis.com) if you wish to purchase licences to use the SOFTWARE PRODUCT for non-evaluation purposes.

  4. UPGRADES. If the SOFTWARE PRODUCT is labelled or sold as an upgrade, you must be properly licensed to use a product identified by Araxis as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labelled or sold as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT 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.

  5. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Araxis or its suppliers. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.

  6. DUAL-MEDIA SOFTWARE. You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single COMPUTER. You may not RUN the other medium on another COMPUTER. 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 PRODUCT.

  7. BACKUP COPY. After installation of one copy of the SOFTWARE PRODUCT pursuant to this EULA, you may keep the original media on which the SOFTWARE PRODUCT was provided by Araxis solely for backup or archival purposes. If the original media is required to use the SOFTWARE PRODUCT on the COMPUTER, you may make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the SOFTWARE PRODUCT or the printed materials accompanying the SOFTWARE PRODUCT.

  8. UPDATES. Araxis may, from time to time, revise or update the SOFTWARE PRODUCT. In so doing, ARAXIS incurs no obligation to furnish such revision or updates to you.

  9. U.S. GOVERNMENT RESTRICTED RIGHTS. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein.

  10. DISCLAIMER OF DAMAGES. You assume responsibility for, among other things, (i) the selection of the SOFTWARE PRODUCT to achieve your intended results, (ii) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the SOFTWARE PRODUCT, and (iii) the installation, use and results obtained from the SOFTWARE PRODUCT.

  11. LIMITED WARRANTY FOR FULL (NON-EVALUATION) LICENCES ACQUIRED IN THE U.S. AND CANADA. If, and only if, this EULA has been entered into in relation to a Full Licence for the SOFTWARE PRODUCT Araxis warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any Support Services provided by Araxis shall be substantially as described in applicable written materials provided to you by Araxis, and Araxis support engineers will make commercially reasonable efforts to solve any problem issues. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days.

  12. STATEMENT FOR EVALUATION LICENCES. If this EULA has been entered into in relation to an Evaluation Licence for the SOFTWARE PRODUCT THE SOFTWARE PRODUCT IS PROVIDED FOR THE EXCLUSIVE PURPOSE OF EVALUATION BY YOU AND IS SUPPLIED “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARAXIS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

  13. CUSTOMER REMEDIES FOR FULL (NON-EVALUATION) LICENCES. Araxis’ and its suppliers’ entire liability and your exclusive remedy shall be, at Araxis’ option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet Araxis’ Limited Warranty and which is returned to Araxis with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Araxis are available without proof of purchase from an authorized international source.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARAXIS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY MIGHT GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MIGHT HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

  14. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall Araxis or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the provision of or failure to provide Support Services, even if Araxis has been advised of the possibility of such damages. In any case, Araxis’ entire liability under any provision of this EULA shall be limited to the greater of the amount actually paid by you for the SOFTWARE PRODUCT or U.S.$5.00; provided, however, if you have entered into a Araxis Support Services Agreement, Araxis’ entire liability regarding Support Services shall be governed by the terms of that agreement. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.

  15. GENERAL. If any part of this EULA is held by a court or competent jurisdiction to be unenforceable the validity of the remainder of this EULA will not be affected. This EULA shall be governed by and construed in accordance with Isle of Man law. Each party hereby irrevocably submits to the exclusive jurisdiction of the Isle of Man Courts to resolve all controversies or claims of whatever nature arising out of or relating to this EULA.

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ARAXIS WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ARAXIS OR ARAXIS’ AGENT(S) RELATING TO THE SOFTWARE PRODUCT.