PLEASE READ THIS DOCUMENT CAREFULLY BEFORE CLICKING YOUR ACCEPTANCE AND/OR COMPLETING INSTALLATION OF THE ATOMTIME PRO SOFTWARE (THE "SOFTWARE"). IF YOU ARE EXECUTING THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THE SOFTWARE. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR A LEGAL ENTITY, AS APPLICABLE, THAT REGISTERS FOR OR USES THE SOFTWARE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SOFTWARE.
This AtomTime Software License Agreement ("Agreement") is between you (either an individual or a legal entity) and Naissan Innovations, LLC ("AtomTime").
By installing and/or using the Software, you express your understanding and agreement that you are bound by this Agreement. If you are unwilling to be bound by this Agreement, do not use the Software. By using the Software, you also express your understanding and agreement that you are responsible for complying with all applicable laws and regulations, including without limitation, export and re-export control laws and any applicable local laws.
The Software is not freeware. The Software is sold through the shareware market. The Software you are installing is a full working unregistered version, which can be turned into a fully registered copy. As such, you may evaluate the Software for a maximum period of thirty (30) days after installation. If, after that time, you decide to continue using it, you must register it by paying a registration fee to AtomTime. The Software will no longer be fully functional after the above described thirty (30) day evaluation period. For more details concerning the Software and the license fees associated with registration of the Software please see the registration information included with this installation package or visit the AtomTime online web site at: www.atomtime.com
"Registration Details" are a registered name, date, and license number provided by AtomTime in return for your payment to AtomTime of the applicable Software license fees.
"Registered Software" is that Software for which AtomTime has supplied Registration Details to the user of the Unregistered Software.
"Registered Users" are users of the Software who have received Registration Details including a single user license from AtomTime.
"Site Licenses" are sites using the Software that have received Registration Details including a site license from AtomTime.
"Unregistered Software" is the evaluation-only copy of the Software that has no Registration Details.
Under the terms of this license you may:
2.1. Use the Unregistered Software on any number of computers at any one time;
2.2. Copy and distribute verbatim copies of the Unregistered Software, in any medium, provided that you do not modify it in any fashion, keep intact all the notices that refer to this License and to the absence of any warranty, and do not pass on any User Registration Details which you have received. If you distribute copies of the Software, you shall not charge anything except the cost of the media and a fair estimate of the costs of computer time or network time directly attributable to the copying;
2.3. Registered Users are granted a non-exclusive, nontransferable license to use one copy of the Registered Software on only a single computer at any one time. The Registered Software is "in use" when it is loaded into random access memory or installed on a hard disk or other storage device (other than a network server). Installing the Registered Software on a network server solely for the purpose of internally distributing the Registered Software shall not constitute "in use", provided that you have a license for each computer to which the Registered Software is distributed. If the number of users of the Registered Software is reasonably anticipated to exceed the number of corresponding licenses, you shall ensure that the number of concurrent users does not exceed the number of licenses; and
2.4. In the case of a Site License, all terms of the Agreement except Section 2.3 apply. The purchase of a Site License grants a non-exclusive, nontransferable license to use any number of copies of the Registered Software on any number of computers that are physically located at the licensed site. The Registered Software may not be redistributed or offered outside of the network that covers the physical location of the licensed site.
All other rights not expressly granted under this license are hereby reserved by AtomTime. You acknowledge and agree that you are prohibited from exercising any right not granted to you under this license, including without limitation the prohibition against:
2.5. Using, copying, modifying, translating or merging the Software except as provided in this Agreement;
2.6. Reverse-engineering, dissembling, or decompiling the Software;
2.7. Sublicensing, renting, leasing, selling or assigning any portion of the Software;
2.8. Transferring, providing or making available the Software to any other party except as provided for in Section 2.2; or
2.9. Transferring Registration Details to any other party without the express written permission of AtomTime.
You acknowledge and agree that the Software is owned by AtomTime and that AtomTime retains all right, title and interest in and to all patent rights, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the Software, and any component thereof. Your use of any of these property rights is authorized only for the purposes herein set forth and upon termination of this Agreement for any reason such authorization will cease. You shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices which AtomTime places on or embeds in the Software. You shall not delete, obscure, or otherwise interfere with AtomTime's trademarks as they appear on the Software. Except for the limited license granted in this Agreement, all right, title and interest in and to the Software shall remain with AtomTime.
You shall indemnify and hold AtomTime, its licensors, and each such party's parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Software or your breach of this Agreement.
ATOMTIME WARRANTS FOR A PERIOD OF THIRTY (30) DAYS AFTER PAYMENT OF THE APPLICABLE SOFTWARE LICENSE FEE THAT THE REGISTERED SOFTWARE WILL OPERATE SUBSTANTIALLY IN CONFORMANCE WITH ATOMTIME'S PUBLIC USER DOCUMENTATION IN EFFECT AT THE TIME YOU BECOME A REGISTERED USER.
EXCEPT AS EXPRESSLY STATED ABOVE, THE SOFTWARE IS PROVIDED TO YOU ON AN "AS IS" BASIS. ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY OR RELIABILITY, NONINFRINGEMENT, TITLE, UNINTERRUPTED USE, SYSTEM INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND WRITTEN MATERIALS ACCOMPANYING THE SOFTWARE, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED FROM THE LICENSE. WITHOUT IN ANY WAY LIMITING THE FOREGOING, ATOMTIME DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE MEETS THE GUIDELINES OR REQUIREMENTS OF ANY LAW, STATUTE, REQUIREMENT OR ORDINANCE GOVERNING TIME SYNCHRONIZATION. YOU ASSUME ALL RISKS AS TO THE QUALITY, ACCURACY, SUITABILITY, RELIABILITY AND PERFORMANCE OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. YOU SHALL BE ENTIRELY RESPONSIBLE FOR THE SELECTION OF THE SOFTWARE AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM, THE SOFTWARE.
ATOMTIME ASSUMES NO LIABILITY FOR LOSS OR DAMAGES WHATSOEVER AND HOWSOEVER RESULTING FROM ANY USE OF, INABILITY TO USE, OR RELIANCE UPON THE SOFTWARE. IN NO EVENT SHALL ATOMTIME BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ATOMTIME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF ANY WARRANTY, DISCLAIMER OR LIMITATION ON LIABILITY IN THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN ATOMTIME'S TOTAL LIABILITY TO YOU (WHETHER BASED IN CONTRACT OR TORT, OR OTHERWISE) WILL IN NO EVENT EXCEED THE SOFTWARE LICENSE FEES PAID BY YOU TO ATOMTIME.
7.1 You shall not export or re-export this Software, or any portion thereof.
7.2 You may not assign any of your rights or delegate any of your obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of AtomTime, which shall not be unreasonably withheld. Subject to the foregoing statement, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
7.3 This license and your right to use the Software shall terminate automatically if you violate any part of this Agreement. In the event of termination, you shall immediately cease all use of the Software and destroy or return to AtomTime at your expense all copies of the Software.
7.4 The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer, franchiser/franchisee or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
7.5 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
7.6 This Agreement is the sole and entire agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. Modifications and amendments to this Agreement shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
7.7 If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses, in addition to any other relief to which it may be entitled. This Agreement will be governed by the laws of the State of Minnesota, except for that State's conflict of laws provisions. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed and excluded.
7.8 For future reference, this Agreement may be found in the file LICENSE.HTML in the downloaded and decompressed directory of the Software.