Terms, Conditions and User License Agreement
The SEW-Eurodrive, Inc. ("SEW") CD's and web site programs and other
supporting information (collectively the "Software") are owned and provided
by SEW from its offices in Lyman, South Carolina. Web sites and CD's of
SEW's affiliates are owned and provided by them and all references herein
to web sites and CD's include all web sites and CD's of SEW and its affiliates.
The materials on are provided by SEW as a service to its customers and may
be used for lawful purposes only.
The software and documentation accompanying this License whether on disk, in read-only memory, on any other media or in any other form (collectively the "Software") are licensed, not sold, to You by SEW for use only under the terms of this License, and SEW reserves all rights not expressly granted to You. The rights granted herein are limited to SEW's intellectual property rights in the Software and do not include any other patents or intellectual property rights. You own the media on which the Software is recorded but SEW and/or SEW's licensor(s) retain ownership of the Software itself.
Permitted License Uses and Restrictions.
A. Except as and only to the extent expressly permitted in this License or by
applicable law, You may not copy, decompile, reverse engineer, disassemble,
modify, or otherwise attempt to discover the source code, underlying ideas, or
algorithms of the Software or any subsequent version thereof or any part thereof,
or create derivative works of the Software or any part thereof.
B. Nothing in this Agreement grants You, Your distributors, and/or any person(s) acting with or for You any rights, license, or interest with respect to the source code of the Software.
C. Nothing in this Agreement grants You, Your distributors, and/or any person(s) acting with or for You the right to receive any upgrades, modifications or other enhancements to Software at any time.
D. Nothing in this Agreement grants You, Your distributors, and/or any person(s) acting with or for You the right to rent, lease, lend, redistribute or sublicense the Software.
A. Your rights in and to the Software are solely as set forth in Sections 2 and 3,
and do not include any rights of ownership. You agree that SEW (or its suppliers)
owns all rights, title, and interest (including, but not limited to, ideas, know-how,
copyright, patent, trade secret and other intellectual property rights) to the
Software, including any and all modifications, enhancements, derivative works,
and other alterations by any person or entity.
B. The structure, organization and code embodied in the Software are the valuable and confidential trade secrets of SEW and are protected by applicable laws. You agree to take all reasonable measures to protect SEW's intellectual property rights and to abide by all applicable laws.
C. You agree not to remove, alter, or destroy any proprietary, trademark, or copyright markings or notices placed upon or contained within the Software or any related materials.
D. SEW reserves the right to modify or discontinue the Software at any time without prior notice to or consent by You.
Disclaimer of Warranties.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE
IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY
QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE
SOFTWARE IS PROVIDED "AS IS", WITH ALL DEFECTS AND WITHOUT
WARRANTY OF ANY KIND, AND SEW AND SEW'S LICENSORS (COLLECTIVELY
REFERRED TO AS "SEW" FOR THE PURPOSES OF SECTIONS 5 AND 6)
HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO
THE SOFTWARE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF
MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A
PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SEW DOES NOT WARRANT
AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE,
THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE
WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE
GIVEN BY SEW OR AN SEW AUTHORIZED REPRESENTATIVE SHALL CREATE
A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE YOU ASSUME
THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR
Limitation of Liability.
IN NO EVENT SHALL SEW BE LIABLE FOR PERSONAL INJURY, OR ANY
INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER
DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR
INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS
OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN
IF SEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no
event shall SEW's total liability to You for all damages exceed the amount of the
cost of this License. The foregoing limitations will apply even if the above stated
remedy fails of its essential purpose.
You agree that You shall, at Your own expense, defend, or at Your option settle,
any action instituted against SEW or its officers, directors, employees,
representatives, agents, suppliers, distributors or resellers, and pay any award or
damages finally assessed against SEW or its officers, directors, employees,
representatives, agents, suppliers, distributors or resellers or agreed to be paid
by You in settlement resulting from such action, insofar as the same is based
upon a claim that any of Your products, software or services or the use of any of
Your products software or services either alone or in combination with any part of
the Software (i) infringes or misappropriates any copyright, trade secret, patent, or
any other proprietary right; (ii) violates any applicable law, statute, or regulation;
(iii) violates any applicable third party privacy, publicity, intellectual property, or
other proprietary right; or (iv) causes damages claimed by third parties,
provided that SEW gives You: (i) prompt notice in writing of such action, (ii) the
right to solely control and direct the investigation, preparation, defense, and
settlement of the action (provided that any settlement must be approved by SEW);
and (iii) reasonable assistance and information. SEW retains the right to
participate in any defense undertaken by You at SEW's own cost.
Protection from Unauthorized Use.
Within thirty (30) days following SEW's written request, and no more frequently
than twice in any twelve (12) month period, You shall provide SEW with a written
statement certifying that You are not using copies of the Software in violation of
Sections 2 and 3.
This License is effective until terminated. Your rights under this License will
terminate automatically without notice from SEW if You fail to comply with any
term(s) of this License. Upon the termination of this License, You shall cease all
use of the Software and destroy all copies, in use or archived, full or partial, of the
Export Law Assurances.
You may not use or otherwise export or re-export the Software except as
authorized by United States law and the laws of the jurisdiction in which the
Software was obtained. In particular, but without limitation, the Software may not
be exported or re-exported (a) into (or to a national or resident of) any U.S.
embargoed countries or (b) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Department of Commerce Denied
Person's List or Entity List. By using the Software, You represent and warrant that
You are not located in, under control of, or a national or resident of any such
country or on any such list.
Governing Law and Jurisdiction.
This Agreement will be governed by and construed in accordance with the laws
of the State of South Carolina, irrespective of its choice of law principles. All
disputes arising out of this Agreement shall exclusively be brought in the South
Carolina state courts in and for the County of Greenville or the United States
District Court for the District of South Carolina. The parties agree that the United
Nations Convention on Contracts for the International Sale of Goods shall not
apply to this Agreement.
This Agreement is personal to You and shall not be assignable by You, by
operation of law or otherwise, without the prior written consent of SEW (at SEW's
sole discretion). SEW may assign or transfer this Agreement or any of its rights
or obligations hereunder at any time. Subject to the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of the parties, their
respective successors, and permitted assigns.
- Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by SEW. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from the Agreement and the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties hereto. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.
© 2018 SEW-Eurodrive, Inc.