IMPORTANT — READ CAREFULLY:
When the end user is an instrumentality of the U.S., this agreement is a contract with the U.S. Government and becomes effective when signed by the contractor and the GSA Contracting Officer as an addendum to the Contract. If this is an ID/IQ contract or Schedule Contract, Ordering Activities placing orders against the ID/IQ or Schedule Contract are subject to this agreement as a term of the contract. This EULA shall bind the GSA Customer, subject to federal law. This agreement shall not operate to bind the GSA Customer’s employee or person acting on behalf of the GSA Customer in his or her personal capacity.
This End-User License Agreement ("Agreement") is a legal agreement between you a single entity and CS Odessa Corp. ("CS Odessa") for the ConceptDraw Software Product, which may include software components, media, printed materials, and "on-line" or electronic documentation ("Software"). If you do not agree to the terms of this Agreement, do not install or use the Software. The Software is protected by copyright laws and international copyright treaties, as well as by other intellectual property laws and treaties. The Software is licensed, not sold.
Grant of License
The Software is licensed as follows:
- Single User License.
A Single User License grants the right to a single user to use both Macintosh and Windows versions of the current major version of Software. You may install the Software on one Macintosh or one PC computer, or on one computer with a cross-platform environment. You may not have more than one person using one Single User License at any given time. If you acquire a Single User License of the Software for business purposes, and install it on a single stand-alone computer, you may, for your convenience, allow the primary user of the Software to also install it on their portable or home computer (with Macintosh or Windows platform, or with cross-platform environment), so long as the Software is not used on both computers concurrently.
- Backup Copies.
You may make copies of the Software for backup and archival purposes only. The backup copies must include all copyright information contained in the original.
- Multi-User License (if applicable).
If the Software is labeled to allow more than one license, then CS Odessa grants you the right to install the Software on a network server, and run it on an internal network, provided that the number of named users does not exceed the number of copies of the Software purchased.
- Trial and/or Demo Software (if applicable).
If this Software is marked “Trial”, then this license to use the Software under the conditions set herein is granted to you for 21 (twenty one) days from the first time you run the Software. After the period specified is over, this grant of license expires. If this Software is marked “Demo”, it can be used and distributed without limitations.
- Not for Resale Software.
If this Software is marked “Not for Resale” or “NFR”, your license only permits use for demonstration, testing, or evaluation purposes.
- Academic or Educational License (if applicable).
If this Software is marked “Academic” or “Educational”, your license only permits use in qualified educational institutions.
- Single User License.
Maintenance of Copyright Notices
All the native resources, restrictions and copyright notices shipped with the original product must be preserved and included with all copies of the Software.
You have a permanent right to transfer all your rights under this Agreement to another party by passing all the copies of the Software licensed, together with a copy of this Agreement and the accompanying written materials, provided that the other party accepts the terms of this Agreement.
Upgrades and Updates
The license is perpetual and includes Software updates free of charge but does not include Software upgrades. Upgrade shall be defined as the license of a) a more expensive kind of Software or b) Software of subsequent major versions, identified by the first digits in the software version number.
Notwithstanding any other terms in this Agreement, if the Software is licensed as an upgrade or update, then you may only use the Software to replace the previous validly licensed versions of the same Software. You agree that the upgrade or update does not constitute the granting of a second license to the Software (i.e., you may not use the upgrade or update in addition to the Software it is replacing, nor may you transfer the replaced software to a third party).
You may not distribute, rent, lease, loan or sub-license the Software in whole or in part, or transmit it over a network for use on more computers for which you have no valid License.
Prohibition on Reverse Engineering, Decompilation, and Disassembly
You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not create derivative works based upon the Software in whole or in part, unless otherwise expressly indicated by CS Odessa.
CS Odessa may provide support services related to the Software (“Support Services”). Any technical information you provide to CS Odessa may be used by CS Odessa for its business purposes, including product support and development, but not in a form that identifies you personally (unless otherwise agreed between you and CS Odessa).
Compliance with Applicable Laws
You must comply with all applicable Federal laws regulating the use of the Software. The terms of this Agreement remain in full force and effect unless found unenforceable.
Term and Termination of the Agreement
When the end user is an instrumentality of the U.S., recourse against the United States for any alleged breach of this Agreement must be made as a dispute under the contract Disputes Clause (Contract Disputes Act). During any dispute under the Disputes Clause, CD Odessa shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer This Agreement takes effect when the Software is installed or used for the first time, and remains valid until terminated. You are free to terminate at any time by destroying the original and any archival copies of the Software, and notifying CS Odessa in writing.
CS Odessa warrants the performance of the Software substantially in accordance with the Documentation for a period of 21 (twenty one) day from the date of original retail purchase (as evidenced by a copy of your receipt). If the Software fails to meet the specifications of the warranty set forth above, your exclusive remedy will be a reasonable effort on the part of CS Odessa to make the product meet the above warranty specification. This limited warranty applies only if you return all the copies of the Software along with a copy of your paid invoice to the location where you purchased it, within 21 (twenty one) day after the purchase. Any Software provided to you for replacement will be further guaranteed for 30 (thirty) days from the date of receipt.
EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, CS ODESSA GIVES YOU NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH YOU. CS ODESSA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR a PARTICULAR PURPOSE. CS Odessa does not warrant that the operation of the Software will be uninterrupted or error-free.
Limitation on Liability
NEITHER CS ODESSA NOR ITS AUTHORIZED REPRESENTATIVES INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS PRODUCT SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR INTENTIONAL DAMAGES, INCLUDING ANY LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS OR LOST SAVINGS, ARISING OUT OF USE OF OR RELATING TO THE SOFTWARE AND THIS LICENSE, EVEN IF A CS ODESSA REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
Export Law Assurances
You agree to comply with all trade United States regulations and laws You agree that the Software licensed under this agreement is subject to the export control laws and regulations of various countries. You will not, without prior government, authorization, download or otherwise.
The express terms of this Agreement constitute the entire Agreement between you and CS Odessa regarding the licensing of the software. If the license was purchased for your own use, its terms apply to you. If purchased for corporate use, this Agreement applies to you, your company and the employees of the company.
When the end user is an instrumentality of the US Government, this is a contract with the US Government and is subject to Federal law of the United States, including the Federal Acquisition Regulation. Venue and jurisdiction of any disputes are determined by the applicable federal statute (Federal Tort Claims Act, Contract Disputes Act, etc.).
Entire Agreement; Waiver. This AGREEMENT together with the underlying GSA Schedule Contract, the Schedule Price List and any applicable GSA Customer Purchase Orders constitutes the entire understanding and agreement of the parties. This Agreement, however shall not take precedence over the terms of the underlying GSA Schedule Contract or any specific, negotiated terms on the GSA Customer’s Purchase Order. No provision hereof shall be deemed waived or modified except in writing.
Assignment, Transfer. You also transfer
a) this Agreement,
b) the Software and all other software or hardware bundled or preinstalled with the Software on your computer, including all copies, updates, and prior versions to such person or entity; and
c) the transferee or receiving party accepts and agrees to comply with all of the terms and conditions contained in this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors and assigners.
Relationship of the Parties. You and CS Odessa agree that you are not agents, partners or joint ventures, and that this agreement does not create any fiduciary duty or similar relationship between the parties.
© The Software and its Documentation are copyrighted, with all rights reserved. Under the copyright laws, the Software or related materials may not be copied (including translating into another language or format), in whole or in part, without written consent of CS Odessa, except in the normal use or for backup purposes. Copies may not be made for third parties, whether sold or not.
All trademarks acknowledged. CS Odessa trademarks may be registered in some countries.