Calibrated Software

Calibrated Software

Software License Agreement

Please read this Software License Agreement (“LICENSE”) carefully before downloading, or ordering, or installing, or using any software(“SOFTWARE”) from Calibrated Software, Inc. ("CALIBRATED SOFTWARE") . This LICENSE is a legal contract between you, the end user(“YOU”, “YOUR”, “CUSTOMER” or “LICENSEE”) and CALIBRATED SOFTWARE. By downloading, or ordering, or installing, or using the SOFTWARE from CALIBRATED SOFTWARE, YOU are agreeing to be bound by these terms and are becoming a party to this LICENSE. If YOU do not agree to all of the terms do NOT download, or order, or install, or use SOFTWARE from Calibrated Software, Inc.

IMPORTANT NOTE: To the extent the SOFTWARE may be used to reproduce or access material/content, it is licensed to YOU only for reproduction of or access to material/content YOU are authorized or legally permitted to reproduce or access. Material/content that is reproduced or accessed by this SOFTWARE is the property of the applicable material/content owner and may be protected by copyright or other intellectual property laws.

1. GENERAL. The SOFTWARE is licensed, not sold, to YOU by CALIBRATED SOFTWARE for use only under the terms of this LICENSE and CALIBRATED SOFTWARE (and, to the extent applicable, its licensors), retains all title to and ownership of the SOFTWARE and CALIBRATED SOFTWARE reserves all rights not expressly granted to YOU. CALIBRATED SOFTWARE reserves the right at any time to change without notice the LICENSE. CALIBRATED SOFTWARE reserves the right at any time to change any and all prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or any other characteristics of the SOFTWARE. CALIBRATED SOFTWARE reserves the right to refuse, cancel, or suspend orders, licenses, or service at our sole discretion, not prohibited by law, without notice.

2. PERMITTED LICENSE USES AND RESTRICTIONS. Before payment of any applicable license fee(s) (“ORDER”), YOU agree to test the SOFTWARE in the unlicensed DEMO MODE to determine if the SOFTWARE suits YOUR particular needs. Using the SOFTWARE in DEMO MODE is for testing only, and should not be used for commercial purposes. Subject to payment of any applicable license fee(s), CALIBRATED SOFTWARE hereby grants to YOU an exclusive, non-transferable license to use the SOFTWARE on the following terms:

(a) Before placing an ORDER, check the number of Software License(s) that will come with an ORDER for the SOFTWARE.
(b)A Software License for the SOFTWARE can only be generated for and used on a single physical computer system ONLY. A Software License for the SOFTWARE will remove the DEMO MODE limitation(s) of the SOFTWARE for the single physical computer system that the Software License was generated for.
(c) A Software License for the SOFTWARE is NOT transferable to any other physical computer systems for any reason. YOU cannot “deactivate” a Software License for the SOFTWARE from one computer and “activate” a Software License for the SOFTWARE onto another computer. Also, changing a motherboard on a computer would be considered a new computer system and will negate a Software License for the SOFTWARE on that new computer system.
(d) On a single physical computer system running BOTH Mac OSX operating system and Windows operating system, a Software License for the SOFTWARE will only work on either the Mac OSX operating system OR the Windows operating system.

Only a single unlicensed copy of the SOFTWARE operating in DEMO MODE can be made for archival purposes, provided that the backup copy contains all copyrights, license agreements and any other proprietary notices contained in the original. The terms of this LICENSE will govern any software upgrades provided by CALIBRATED SOFTWARE that replace and/or supplement the original SOFTWARE, unless such an upgrade is accompanied by a separate license agreement in which case the terms of that license agreement will govern. YOU agree to abide by the copyright law and all other applicable laws of the United States and other applicable jurisdictions. YOU may not, or permit any 3rd parties, modify, translate, reverse engineer, decompile, disassemble, or create any derivative works based on the SOFTWARE, copy the SOFTWARE(except as and only to the extent permitted in this LICENSE), rent, lease, lend, give away, redistribute or sublicense the SOFTWARE, or remove any proprietary notices, watermarks or labels on the SOFTWARE.

3. REFUND POLICY. Please note that all of our SOFTWARE is available for download in DEMO MODE and that we do encourage and require YOU to download and test the SOFTWARE in DEMO MODE prior to placing an ORDER to make sure that the SOFTWARE fits your particular needs. CALIBRATED SOFTWARE will NOT REFUND the purchase price of an ORDER once a Software License has been generated, either by email, website, or any other means, for an ORDER. A refund for the purchase price of an ORDER may ONLY be granted if a Software License has NOT been generated for an ORDER, either by email, website or any other means, AND the refund request is within 30 days of the ORDER purchase date.

4. DISCLAIMER OF WARRANTIES. CALIBRATED SOFTWARE makes no representations concerning the suitability for any purpose of the SOFTWARE or about the accuracy of data or information made accessible by it. 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 AND ANY ACCOMPANYING FILES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANY OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDINBUT NOT LIMITED TO WARRANTIES AS TO PERFORMANCE, MERCHANTABILITY, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL CALIBRATED SOFTWARE, INC. BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (BY YOU OR ANY THIRD PARTIES), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL 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 CALIBRATED SOFTWARE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. LIMITATION OF SUPPORT. CALIBRATED SOFTWARE is under no obligation to fix defects or issue any updates, revisions, corrections, new versions or manuals for the SOFTWARE or otherwise to support the SOFTWARE in any way.

6. TERMINATION. This LICENSE is effective until terminated. YOUR rights under this LICENSE will terminate without notice from CALIBRATED SOFTWARE if YOU fail to comply with any term(s) contained in this LICENSE. Upon termination of this LICENSE, YOU agree to cease ALL use of the SOFTWARE and destroy or erase any and all copies, full or partial, of the SOFTWARE. Upon termination of this LICENSE for any reason, Provisions 2, 3, 4, 5, 6 shall remain in effect.

7. GOVERNANCE. This LICENSE shall be governed by the laws of the United States and/or the applicable local law of such jurisdiction where CALIBRATED SOFTWARE intellectual property rights may be infringed. The venue of any dispute under this LICENSE shall be the applicable state and/or courts of Texas, USA; except that CALIBRATED SOFTWARE may enforce its intellectual property rights before the competent courts of any jurisdiction where an act of infringement has occurred. If any provision of this LICENSE is unenforceable, invalid, or violates applicable law, such provision shall be deemed stricken and shall not affect the enforceability of any other provision of this LICENSE.

8. COMPLETE AGREEMENT. This LICENSE sets forth the entire agreement between YOU and CALIBRATED SOFTWARE with respect to the downloading, installing, ordering or using of the SOFTWARE and supersedes all prior or contemporaneous understandings regarding such subject matter.

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