Software Vendor License Agreement

Introduction

This Software Vendor License Agreement ("SVLA") is a legal agreement between you, the software publisher or vendor ("you" or "Vendor"), and the end user ("User") of a software product ("Software") purchased from your company, either directly or through intermediaries, whether for cash or other consideration, either separately or as part of a hardware or software package. You must accept this agreement to complete the sale of a software product to the User. If you do not accept the terms of this agreement, the User is unwilling to complete the transaction, and you should provide a convenient mechanism for the User to return the Software to you and receive a refund for the full purchase price of the Software ("Refund"). Such Refund includes all taxes, fees, shipping costs, and other costs paid by the User and excludes all restocking or return fees. By selling your Software to the User, accepting payment, and failing to offer a Refund to the User before the Software is placed in use, you agree to be bound by the terms of this SVLA.

Whether you are the publisher, manufacturer, or retailer of the Software or are another party, you assert you can and will perform or arrange for the performance of your obligations under this agreement.

If you request, the User will identify himself when purchasing the Software, so that you can choose at that time whether to enter into this agreement.

Jurisdiction

This SVLA shall be construed under the laws of the state and the country of the User's residence as such law is applied to agreements between residents of that state entered into and to be performed within the state, except as governed by federal law. You consent to the exclusive jurisdiction of the courts in the city, county, and state of the User's residence.

Scope, Amendments, Other Agreements

The Software includes the primary software product purchased, all software that accompanies or is installed with the software, and all associated data and files provided or made available by the Vendor or created during installation, including any upgrades, patches, or bug fixes.

You agree that upon purchase of the Software, the User has a right to use the Software and may take all steps necessary to doing so without prejudicing any other rights of the User. In particular, this means the User may operate any controls necessary to run the Software without entering into any other agreements, even if said controls or associated messages indicate otherwise. The User's computer is under the sole, exclusive, and arbitrary control of the User, and the meanings of any operations on the computer are decided solely by the User. The User's computer is not the Vendor's agent and has no authority to bind the User to any agreement with the Publisher. You agree the use of the User's computer and the data within it cannot in any way indicate acceptance of any agreement, as the User may use the computer for experimentation, to model fictional situations, to test software and computer operation, or for any other purposes.

The terms posted at http://edp.org/legal.htm are incorporated into this agreement to the extent they are consistent with this SVLA.

No part of this agreement reduces any rights to use the Software the User has under copyright or other law.

The Software is purchased and not licensed except as provided in this SVLA. This is the sole agreement between parties with respect to the purchase and use of the Software. Any other contracts, legal disclaimers, or license agreements, including license agreements not accessible by the User until after the Software is purchased, installed, or executed, are null and void. Such agreements will be collectively referred to as the End User License Agreement ("EULA"). In the event a court finds some other agreement has been made, this SVLA is an amendment of and shall supersede such agreement. In the event a court decides the parties have not agreed to this SVLA, the User also does not agree to any EULA, and there shall be no agreement of any sort between the parties except possibly for a raw sale of the Software without any conditions other than the exchange of money for the Software as advertised and with an implied warranty of merchantibility.

Both parties disclaim the Uniform Computer Information Transactions Act (UCITA) with respect to this agreement.

The terms of this SVLA are subject to change by the User by posting the new terms at http://edp.org/svla.htm and http://edp.org/legal.htm. Otherwise, this SVLA may not be modified except by explicit written agreement of the User.

Warranty

The Vendor warrants that the Software is fit for the purposes for which it is sold. The Vendor warrants that the Software fully conforms to all national or international standards either in effect or withdrawn but not supplanted that are referred to or implied by the Software unless explicitly stated otherwise to the User prior to purchase. (For example, Software advertised as a C++ compiler or containing a C++ compiler fully conforms to the current version of ISO/IEC 14882, Programming Languages—C++.)

While it is understood that no software is perfect, the User has the right to expect that the Software will function as advertised, in a reasonably robust and error-free manner. If the Software fails to perform in such a manner:

These rights shall not prejudice other rights to remedies the User may have.

The Software comes with all material necessary to install and reinstall it onto a computer system. If the Software is intended and advertised for use with an operating system, it is sufficient for this purpose that the Software can be installed using the normal methods of that operating system. If the Software is an operating system, is intended for use without an operating system, or is sold as part of a computer system, the Software must come with all material necessary to install it onto the hardware of any computer system of the intended type without the prior presence of any operating system or other software that is not built into the hardware. The installation material shall not be changed by installation.

After the Software is installed on the User's computer, the Software will function without the presence of the original installation material in the User's Computer. You warrant that any copy protection mechanisms in the Software will not interfere with operation of the Software or the User's computer in any way. The Software will not require for its function any object or information not easily reproducible by the User and will not slow or interrupt operation in the absence of such object. You agree to correct any such defect to the satisfaction of the User.

The Software will provide a method to uninstall the Software, unless the Software's intended and advertised normal installation is to completely replace the contents of a disk partition, as for the installation of an operating system. If executed immediately after installation and operation of the Software, uninstallation shall remove all shared and unshared files, and installed links, and all installed drivers and other components, and shall restore the system configuration to its pre-installation state, but shall not remove any file, link, driver, or other component that was in the system prior to installation. If executed at a later time, uninstallation shall perform all of the above tasks except that shared files in use by other Software need not be removed and the uninstallation need only restore system configuration changes made by the Software, not unrelated changes resulting from intervening activity on the system. The uninstallation method will not require use or possession of the original installation material.

The Vendor agrees that that the Software and its functions have not been misrepresented to the User and that the Vendor has not made false or misleading claims relating to the purpose, function, capabilities, or other aspects of the Software's operation.

So that the User can make an informed decision about the suitability of the Software, you agree to disclose all copy-protection mechanisms employed in the software, including documentation checking, online registration, and media that may not be copyable by standard techniques.

You warrant that you have disclosed all known defects in the Software prior to sale by direct communication to the User or by printing on the product packaging in a way visible to the User prior to sale either all the known defects or both the URL of a web page listing all known defects and a statement that such a list can be found at the URL. The web page shall be readable using a browser capable of rendering HTML 3.0 without JavaScript enabled and without allowing cookies.

Adverse Effects

You will not, directly or indirectly through the Software, online interactions, or other means, use the User's computer or other property, change any aspect of the User's computer system except as necessary and apparent for the installation and execution of the advertised functions of the Software. The Software will not collect or report any information about the User or the User's computer to you or any other party. The Software will not interfere with operation of the User's computer. The Software will not display advertising to the User, will not suggest product upgrades, and will not cease to function or function in a reduced manner after any period of time or amount of product use. The Software will not interfere with the operation of any other software or hardware on the User's computer.

The Software shall not modify the User's system in non-standard ways. The Software shall not store data on the User's system in non-standard ways. On a Microsoft Windows system:

The Software shall not alter the User's system configuration except: The installation process of the Software shall provide the ability to install only the Software necessary for the advertised function or functions of the Software. The installation process may offer other software as well but shall under no circumstances install any software or files without the consent of the User or install any "spyware" or advertising software or material, except for minimal advertising incidental to the software such as identification of the vendor, publisher, authors, their contact information, and so on. The installation process shall default to not installing such other software.

The Software will perform only its advertised functions and functions the User is advised of and consents to.

The Software will not write to any storage device outside the file system or systems on that device unless either the Software is explicitly intended for that purpose (for example, a disk partition manager) and doing so is visible to and under the control of the User or writing outside a file system is a necessary function of the Software (as when installation of an operating system requires creating a file system) and is done with the User's informed consent.

The Software will not interfere with the operation of other software, will not disable any other software, will not nag the User about upgrades or features or other products or services. The Software will not display a splash screen after its initial configuration.

The Software will not exclude User control of the system nor prevent itself from being terminated nor unduly use any resource exclusively. (For example, a communications program may take exclusive use of a serial port while it is communicating through that port but may not prevent other programs from using the CPU.)

The Software will use the standard or customary interfaces of the operating system in which it is intended to run. In particular, in a windowing operating system, the Software will run within a window. The Software may provide but shall not require the use of a full-screen mode.

The Software will not set itself as the handler for any file, object, or service unless the User is first informed in clear and explicit terms of what changes will be made and given an option to decline them.

The Software will not connect to any remote system except with the User's knowledge and consent, and it must be clear to the User what information will be sent to the remote system.

The Software shall not use progressively increasing amounts of space on the User's system. If the Software creates log files, histories, backups, or other data that grows over time, the Software shall limit the total size of such data to a fixed limit settable by the User. This does not prevent the data stored by the Software from growing in proportion to the data and tasks assigned to the Software by the User.

Any upgrades, patches, bug fixes, or other software the Vendor makes available or provides to the User will not disable, remove, or impair any features in the Software and will comply to the requirements under this SVLA.

The Vendor agrees that the contents of the User's computing facilities, including data stored in memory or on disk, environment variables, user habits and personal information and preferences and behavior, and system geometry are considered private and understands that the system on which the Software is installed may contain proprietary information. The Vendor agrees that such private or proprietary information may not be transmitted in whole or in part without the prior express consent of the User. The User must be informed in clear, unambiguous wording of any data-transmission capabilities that may compromise the privacy of any User data and be allowed to explicitly permit or deny the transmission before any transmission takes place. This information must be explicitly and prominently stated independently of the EULA or any other textual materials that may diminish the force and effect of this information. The Vendor understands that "burying" such information in the fine print, help documents, or other materials does not satisfy the Vendor's obligation to disclose this information.

The User has the right to enforce this privacy as described elsewhere in this SVLA. For the purposes of this SVLA, "system geometry" refers to information about the features and capabilities of the system and the devices connected to it, including information about the size of the hard drive, amount of memory, processor speed, size and speed of local networks, and information about attached peripherals.

In the event this Adverse Events section is violated, you will compensate the User for all efforts necessary to restore the User's system to the User's satisfaction, including compensation for parts, labor, the User's time, loss of information, and incidental and consequential damages.

Incidental Relationships

A transaction under this agreement is an isolated sale and does not establish a business relationship for purposes of laws regarding telemarketing, direct marketing, or sending email.

You agree not to send the User unsolicited email or unsolicited physical mail. You agree not to initiate unsolicited telephone calls to the User. You will keep all information you obtain about the User in the strictest privacy. You will not use such information for marketing purposes.

User Rights

You agree that the User has all rights necessary to enjoy all his interests in the product, whether those interests derive from purchase, fair use, or other means, and including rights to decrypt, modify, publish decryption information and software, publish opinion and criticism, and use marks and names as appropriate for identification. You further agree that the User has the right to take all steps necessary to use the Software without incurring any obligation, including the right to click on buttons that purport to indicate agreement to licenses without actually agreeing to such licenses.

You agree the User has the right to publish on terms of his choice patches, bug fixes, workarounds, and other modifications to the Software; other software for working on or with the Software; and tools and techniques for accessing, organizing, or modifying files or other data related to the Software, including decryption and copying tools. You agree to permit the use and publication of any method for copying or accessing the Software or any data used by or related to the Software that has or will have (as when copyright expires) a lawful use. In particular, you agree that the unlawful use of such a method by other parties shall in no way limit or affect the User's right to use or publish the method.

If some tool, software, technique, or method for copying or accessing the Software or any data used by or related to the Software is in any way restricted by law but is necessary or useful in preserving data or software for a future time when relevant copyrights expire, you agree to permit the use and publication of such tool, software, technique, or method.

The User may make as many copies of the Software as desired provided that the Software is executed on only one computer at a time, and this may include executing multiple instances of the Software on the computer. If the User makes multiple purchases of the Software, then the Software may be executed on as many computers as purchases were made. The User may make any number of backup copies of the software.

However, the User may execute the Software on multiple computers simultaneously if:

The User may use the Software in any way, including execution, disassembly, debugging, and examination of machine code and data.

The User may take any steps to obtain access to any function or any data of the Software. The Vendor grants the User the right to do this and to defeat any rights mangement functions or other portions of the Software that limit or control access to any portion of the Software or to other material potentially used, displayed, or exhibited by the Software. The Vendor agrees that such acts will not violate the Digital Millenium Copyright Act or other law. The User may examine the Software for bugs or foibles and may freely publish descriptions, exploits, and workarounds of such bugs or foibles.

The User may transfer all rights under this SVLA to any other person as a gift or for whatever consideration the User chooses provided the User transfers all materials in the User's possession provided by the Vendor to the new user and ceases use of the Software. The Vendor acknowledges that backups of the User's system are retained indefinitely in order to protect the User's computer and data and it is generally not feasible or possible to remove isolated software or data from backups, so the User does not need to erase backups of the Software when transferring the Software to another person.

The User may rent or lend the Software.

The User may separate the component parts of the Software.

The User has the right to take measures to protect his privacy, to assure the continued dependable and error-free operation of the User's system, and to control and arrange the operation of the User's system solely according to the User's pleasure or discretion. To this end, the User has the right to take measures to ensure that these fundamental rights will be upheld. These measures may include:

The User may exploit the Software or any of its parts commercially.

The User may use the Software over a network. The User may operate the Software remotely.

The User may use the Software for any purpose.

The User owns all rights to all output produced by or with the aid of the Software. Any documents or other files created by the User with the aid of the Software shall be owned entirely by the User, including all text, images, macros, source code, object code, binary code or instructions, software libraries, executable files and other material placed in the file(s) by the Software or the User. You agree the User has unlimited rights to control and distribute such files and also has unlimited rights to distribute any files that may be necessary to the use of such files, including dynamic link libraries and statically linked library modules.

Refund and Termination

The User agrees that his eligibility for a Refund is conditional on his ceasing use of the Software. The User will remove the Software from his system to the extent made possible by a Vendor-supplied removal procedure or a removal procedure present in the operating system, provided such removal does not compromise any operation of the User's system unrelated to the Software. Removal shall not extend to the retroactive alteration of backups of the system made for security and protection. However, if such a backup is restored to the User's system and the Software is thereby restored, the User will again remove the Software from the system. The User may be required to return or destroy the original media and proof of ownership, if applicable, upon receiving the Refund.

Termination of this agreement, by Refund or other cause, shall not terminate the User's rights to privacy or to recover for damages under this agreement or law.

Damages

The Vendor agrees to be liable for all damages, including incidental and consequential damages, resulting from possession, use, or malfunction of the Software or violation of this SVLA, whether or not notified of the possibility of such damages.

Injunction and Indemnity

Neither party shall have special access to remedies with respect to breaches of this SVLA or other agreements between the parties.

If any agreement between the parties states that the User agrees to indemnify, defend, or hold harmless the Vendor, that portion of the agreement is null and void.

Separability and Construction

If any portion of this SVLA is held to be unenforceable for any reason, it shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this SVLA shall not be affected.

This agreement shall not be construed more strongly against any party hereto regardless of who was more responsible for its preparation.