Site License Agreement

Site License Agreement

Tweaking Toolbox XP for Windows XP

NOTICE TO ALL USERS

The Site License Agreement software program Tweaking Toolbox XP ("Software") is licensed, not sold, to the Licensee by WinShareSoft for use only under the terms and conditions of this license ("License"). If Licensee does not agree to the terms of this License, Licensee must not install, copy, download, access or use the Software, and Licensee must promptly return the Software and this Proof of License to the place where Licensee obtained it for a full refund. Please keep this Proof of License in a safe place, as it is Licensee's proof of license to copy and use the Software, and it may be required for upgrade or support services.

1. License.

a. License Grant. Upon payment of all applicable fees and subject to the terms of this License, WinShareSoft grants to Licensee a non-exclusive, perpetual (unless terminated under Section 6), non-transferable license to use the Software on computers owned or leased by Licensee or located at Licensee's site address, as applicable.

b. Authorized Users. The Software may be used by all employees of Licensee at facilities governed by Licensee as identified by the Company Name or other identification set forth on the License Certificate. If Licensee is an educational institution, the Software may only be used by Licensee's enrolled students, faculty, teaching assistants and administrators on Licensee's computers. Licensee will use commercially reasonable efforts to restrict network or any other access to the Software by anyone outside of Licensee's facilities who is not authorized to use the Software. Temporary employees, contractors, and consultants of Licensee who work on-site at Licensee's facilities may also use the Software in connection with the operation of the business of Licensee.

c. Ownership. Licensee owns the media on which the Software is recorded or fixed, but Licensee acknowledges that WinShareSoft and its licensors retain ownership of the Software itself. WinShareSoft reserves any rights not expressly granted to Licensee. The rights granted are limited to WinShareSoft and its licensors' intellectual property rights in the Software and do not include any other patents or intellectual property rights.

2. Restrictions.

a. Limitations. LICENSEE MAY NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE SOFTWARE, EXCEPT AND ONLY TO THE EXTENT EXPRESSLY PERMITTED BY APPLICABLE LAW. LICENSEE MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

b. Restricted Uses. 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.

c. Transfer Restriction. LICENSEE MAY NOT TRANSFER OR ASSIGN ITS RIGHTS UNDER THIS LICENSE TO ANOTHER PARTY WITHOUT WINSHARESOFT'S PRIOR WRITTEN CONSENT.

3. Software Maintenance

a. Definitions.

i. "Software Maintenance” includes both Upgrades and Updates.

ii. "Upgrade" means an improvement to an existing product through added functionality and/or enhanced performance. Upgrades are identified by a change in the number to the left or right of the decimal point in the product version number (e.g., an upgrade from Tweaking Toolbox XP 1.0 to 2.0, or an upgrade from version 2.0 to 2.1).

iii. "Update" means bug fix updates containing fixes, compatibility updates to maintain compliance with specifications, and standards compatibility updates to interoperate with specific standards. Updates are identified by a change in the Build number (e.g., Tweaking Toolbox XP 2.1 Build 2.1).
Updates are generally made available only through electronic download.

b. License Maintenance. As part of this License, Licensee's rights to use the Software will extend to the Software Maintenance that is commercially released. WinShareSoft will provide the Licensee with free updates through electronic download. Upgrades will also be provided through electronic download. “Point” upgrade’s (e.g., an upgrade from Tweaking Toolbox XP from version 2.0 to 2.1 is a “point” upgrade) will be provided for free. Version upgrades (e.g., an upgrade from Tweaking Toolbox XP 1.0 to 2.0) will be provided at a discounted rate. Version upgrades that are released within a six month time window after licensee purchased a license will also be provided for free (through electronic download). Media & Shipping charges will apply if Licensee requests upgrades to be made available on physical media.

c. Restrictions and Disclaimers. Licensee's right to Software Maintenance does not grant Licensee the right to acquire products bearing different names or special versions of the Software created for certain customers or market segments, even though they may contain similar features or perform similar functions. From time to time products will be offered in the retail or other channels in different configurations as special promotions, which will not be made available as Software Maintenance, except in WinShareSoft’s sole discretion. SOFTWARE MAINTENANCE WILL BE DEVELOPED AND RELEASED BY WINSHARESOFT IN THEIR SOLE DISCRETION. WINSHARESOFT DOES NOT WARRANT OR REPRESENT THAT THEY WILL DEVELOP OR RELEASE ANY SOFTWARE MAINTENANCE DURING THE TERM OF THESE MAINTENANCE TERMS. WINSHARESOFT DOES NOT WARRANT THAT THE SOFTWARE MAINTENANCE WILL BE PROVIDED TO LICENSEE OR MADE AVAILABLE WITHIN ANY SPECIFIED TIME PERIOD FOLLOWING THE COMMERCIAL RELEASE OF SUCH SOFTWARE.

4. Limited Warranty. WinShareSoft warrants for a period of ninety (90) days from the date of purchase of this License that the Software as provided by WinShareSoft will perform substantially in accordance with the accompanying documentation. WinShareSoft's entire liability and Licensee's sole and exclusive remedy for any breach of the foregoing limited warranty will be, at WinShareSoft's option, replacement of the Software, refund of the purchase price or repair or replacement of the Software which is returned to WinShareSoft with a copy of the receipt.

THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY WINSHARESOFT AND WINSHARESOFT EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED (WHETHER COLLATERALLY, BY STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH LICENSEE'S ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. WINSHARESOFT DOES NOT WARRANT 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 WINSHARESOFT OR A WINSHARESOFT AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THE TERMS OF THIS DISCLAIMER AND THE LIMITED WARRANTY UNDER THIS SECTION 4 DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY WINSHARESOFT'S NEGLIGENCE.

5. Exclusion and Limitation of Remedies and Damages.

a. Exclusion. IN NO EVENT WILL WINSHARESOFT, ITS PARENT, SUBSIDIARIES, OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) OR DIRECT LOSS OF BUSINESS, BUSINESS PROFITS OR REVENUE, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER UNDER CONTRACT, NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) AND EVEN IF WINSHARESOFT OR A WINSHARESOFT REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

b. Limitation. WINSHARESOFT'S TOTAL LIABILITY TO LICENSEE FOR DAMAGES FOR ANY CAUSE WHATSOEVER NOT EXCLUDED BY SECTION 5(a) ABOVE HOWSOEVER CAUSED (WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORT, UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) WILL BE LIMITED TO THE MONEY PAID FOR THE SOFTWARE THAT CAUSED THE DAMAGES. THE PARTIES AGREE THAT THIS LIMITATION OF REMEDIES AND DAMAGES PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVE THE FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY. THIS LIMITATION WILL NOT APPLY IN CASE OF DEATH OR PERSONAL INJURY CAUSED BY WINSHARESOFT'S NEGLIGENCE ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATION OF LIABILITY IN THIS SECTION 5 MAY NOT APPLY TO LICENSEE. NOTHING IN THIS LICENSE AFFECTS OR PREJUDICES THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS.

6. Termination. If any breach of this License by Licensee continues for more than thirty (30) days after receipt of written notice of such breach by WinShareSoft, WinShareSoft may terminate this License by written notice to Licensee, whereupon this License and all rights granted to Licensee herein shall immediately cease. Licensee may terminate this License at any time by providing written notice to WinShareSoft. In the event of any termination of this License, Licensee shall promptly return to WinShareSoft all copies of the Software or verify in writing that all copies of the Software have been destroyed. Sections 2 through 8 shall survive termination or cancellation of this License.

7. Support. WinShareSoft will provide Licensee technical support services for Licensee's use of the Software under this License through electronic mail (e-mail) only.

8. Export Law Assurances. Licensee may not use or otherwise export or reexport 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 reexported (a) into (or to a national or resident of) any U.S. embargoed countries (as of September 2006: Cuba, Iran, Iraq, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Software Licensee represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list.

9. General Terms. If there is a local subsidiary of WinShareSoft in the country in which this License was purchased, then the local law in which the subsidiary sits shall govern this License. Otherwise, this License shall be governed by the laws of the United States and the State of Oregon. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980), as amended, is specifically excluded from application to this License. This License constitutes the entire agreement between the parties with respect to the Software licensed under these terms, and it supersedes all prior or contemporaneous agreement, arrangement and understanding regarding such subject matter. Licensee acknowledges and agrees that it has not relied on any representations made by WinShareSoft, however, nothing in this License shall limit or exclude liability for any representation made fraudulently. No amendment to or modification of this License will be binding unless in writing and signed by WinShareSoft. If any provision of this License shall be held by a court of competent jurisdiction to be contrary to law; that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect. No failure or delay by WinShareSoft in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of WinShareSoft shall operate as a waiver or preclude any other or further exercise of that or any other right or remedy. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described in this License. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252-227-7013 (OCT 1988), as applicable.

********* October 2006