1. Software License Grant. Subject to all terms of this Agreement, TipTop grants You a limited, nonexclusive, nontransferable license to use the Software on a single computer, provided that access to the Software is limited to You (as a single user). The Software or any part thereof is NOT licensed under this Agreement to be used standalone or embedded in a Web server or in the WebObjects Framework. (Refer to the WOEverything license.)
2. License fee. The Software is provided for a license fee as follows:
You expressly agree to abide by this and to pay TipTop the applicable license fee, plus applicable taxes, duties or levies, within 30 days of the date of Your first access, download, installation or use of the Software or any part thereof.
3. Additional License Terms. You may not transfer any rights under this Agreement (including the license of the Software) to any other person. You may not disclose or transfer the Software or any part thereof (including any documentation or media provided by TipTop) to any other person. You may not copy the Software, except to make a single archival copy of the Software's machine-readable code for back-up purposes. You agree that the Software is an unpublished, licensed work protected by copyright and contains proprietary, confidential and/or trade secret information and materials of TipTop. You agree not to copy, disclose, translate, modify, disassemble, decompile, reverse engineer, make any attempt to discover the source code of the Software, create any derivative work of, publicly display or transmit the Software or any part thereof. You agree not to remove or destroy any copyright or other proprietary rights notices contained on or in the Software or any part thereof. You agree that You will not, directly or indirectly, use or disclose the Software or any part thereof in or with any product or service which may economically harm TipTop or compete with any product or service of TipTop.
4. Proprietary Rights. You acknowledge that the confidential, proprietary or trade secret information, including the structure and organization of the Software, are valuable trade secrets of TipTop licensed to You on a nonexclusive basis. You agree to hold such information in confidence and not use such information other than with the Software.
5. Term and Survival. This Agreement is effective from the date of Your acceptance by downloading, installing, accessing, or using the Software, until terminated. TipTop may terminate Your license of the Software at any time for any or no reason. You may terminate Your license of the Software at any time. The license fee shall not be pro-rated in the event of termination by TipTop or You. Upon any termination You agree to immediately: (a) return to TipTop all copies of the Software (including any media provided by TipTop) and all documentation or other materials provided to You by TipTop; (b) erase or otherwise destroy any part of the Software which is resident on any of Your computer equipment or media and any documents, notes or memoranda concerning the Software or containing any confidential information of TipTop, whether or not created by You; and (c) certify such return and destruction in writing to TipTop. The provisions of Sections 2 through 9 shall survive any termination or expiration of this Agreement.
6. No Warranty and No Support. THE SOFTWARE IS DELIVERED "AS IS". TIPTOP DOES NOT WARRANT THAT: (A) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) ANY SOFTWARE ERRORS WILL BE CORRECTED; (C) THE SOFTWARE WILL SATISFY YOUR NEEDS OR REQUIREMENTS; OR (D) THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH YOU MAY SELECT FOR USE. TIPTOP DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability. IN NO EVENT SHALL TIPTOP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL (INCLUDING ANY LOST PROFITS OR LOSS OF DATA), SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE OR YOUR USE OR INABILITY TO USE THE SOFTWARE, EVEN IF TIPTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ESSENTIAL PURPOSE OF THIS SECTION IS TO LIMIT THE POTENTIAL LIABILITY OF TIPTOP. PLEASE RETURN THE SOFTWARE TO TIPTOP IMMEDIATELY AND TERMINATE THIS AGREEMENT IF YOU ARE OR BECOME AWARE OF ANY POTENTIAL FOR LOSS, DAMAGE OR LIABILITY.
8. U.S. Government Licensees. U.S. Government agencies are notified that the Software: (a) is existing computer software and was developed at private expense; (b) is a trade secret of TipTop for all purposes of the Freedom of Information Act; (c) is "commercial computer software" subject to limited utilization as expressly stated in this Agreement; (d) in all respects is proprietary data belonging solely to TipTop; and (e) is unpublished and all rights are reserved under the copyright laws of the United States. The Software is licensed to agencies of the Department of Defense ("DoD") of the U.S. Government under the commercial license terms of this Agreement pursuant to 48 C.F.R. 227.7202-3 and 227.7202-4. The Software is licensed to non-DoD agencies of the U.S. Government under the commercial license terms of this Agreement pursuant to 48 C.F.R. 27.405(b)(2)(i) and (ii) (Acquisition of Existing Computer Software). Contractor/manufacturer is TipTop Software, Inc., P.O. Box 30681, Bethesda, Maryland 20824 USA.
9. Governing Law and Entire Agreement. This Agreement shall be governed by and construed under the laws of the State of Maryland and the United States. Any claims or disputes arising out of or relating to this Agreement may be asserted in a state or federal court located in the State of Maryland and You irrevocably agree to the exercise of personal jurisdiction over You by any state or federal court located in the State of Maryland. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the Software. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes any prior or contemporaneous statements or understandings, whether oral or written.