The ACH software resulted from work conducted under a U.S. Government contract, and the U.S. Government has "unlimited rights" in the ACH software. All other rights in the ACH software are reserved by PARC.

 

IF YOU USE THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, DO NOT USE THE SOFTWARE.

 

1.   LICENSE GRANT

Palo Alto Research Center Incorporated ("PARC") grants to you a non-exclusive license to install, copy, and use the machine readable software (the "Software") for non-commercial or educational purposes. The term "Software" shall include the software code, its documentation and other supporting materials packaged with the Software. PARC is providing the Software free of charge, and encourages your feedback on the Software. Any copy of the Software must include all confidential, proprietary, patent, copyright and/or trademark notices contained on the original Software. Title to the Software (including any copy you may make) will at all times reside exclusively with PARC and/or its licensors. You have no other rights to the Software. This means that you may not create derivative works of the Software, or attempt to de-compile or reverse engineer the Software, except to the extent required to obtain interoperability with other independently created software as explicitly permitted by law or by third party licenses to software incorporated in or used to operate the Software (“Third Party Software”). Such Third Party Software is identified in “About ACH” under the Help menu in the ACH user interface, and which licensor shall be considered a third party beneficiary of your obligations under this Agreement.

 

2.   TRANSFER

You may transfer and distribute the Software to any other person, provided the other person receives a copy of this Agreement and agrees to be bound by it, and provided you at all times comply with all applicable laws and other export control laws and regulations, as applicable.

 

3.   WARRANTY AND DISCLAIMER

(a)  Because the Software is in a developmental stage and is being distributed without charge, PARC makes no warranties whatsoever as to the operational performance of the Software.

(b)   THE SOFTWARE IS BEING PROVIDED “AS-IS”. PARC DISCLAIMS ALL WARRANTIES WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THIS SOFTWARE AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE, INCLUDING BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, INFRINGEMENT OF INTELLECTUAL PROPERTY OWNED BY A THIRD PARTY, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.

(c)   Because software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. If PARC creates future versions of this software, we will make a reasonable effort to make data from previous versions usable. However, PARC does not guarantee compatibility between the Software and any future versions of the Software.

 

4.   LIMITATION OF LIABILITY

IN NO EVENT WILL PARC OR ITS LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCUDING BUT NOT LIMITED TO DAMAGES RELATED TO DATA LOSS, LOST PROFITS OR BUSINESS INTERRUPTION) IN ANY WAY ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN MAY NOT APPLY IN CERTAIN JURISDICTIONS AND THUS MAY NOT APPLY TO YOU; IN SUCH CASES, PARC'S AND ITS LICENSORS' LIABILITY HEREUNDER SHALL BE THE MINIMUM REQUIRED BY LAW.

 

5.   OWNERSHIP AND COPYRIGHT

You agree that, except for Third Party Software, the Software and any related information is owned by PARC and that, unless otherwise specifically agreed to by PARC in writing, you:

(a)   grant to PARC an irrevocable license under all intellectual property rights (including copyright) to use, copy, distribute, sublicense, display, perform and prepare derivative works based upon any feedback that you provide to PARC, including fixes, error corrections, enhancements, applications and uses, suggestions and the like;

(b)   shall display, and shall not alter or remove copyright notices or other proprietary notices of PARC or others that are present in the Software; and

(c)    shall comply with the terms and conditions of all Third Party Software when using, transferring, or distributing the Software.

 

6.   INDEMNIFICATION

You shall, at your expense, indemnify, hold harmless and defend PARC from and against any and all damages, costs, and expenses including reasonable attorneys’ fees, incurred by PARC in connection with any claim based upon your distribution of the Software, or your use of the Software in combination with equipment, software, or supplies not provided by PARC or if the Software is used to implement processes not provided by PARC.

 

7.   GENERAL

(a)  Severability. If any provision of this Software License Agreement ("Agreement") is held invalid by any law, rule, order or regulation of any government, or by the final determination of any state or federal court, such invalid provision shall be reformed only to the extent necessary to make it enforceable and not affect the enforceability of any other provisions not held to be invalid.

(b)  Governing Law. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its choice of laws provisions, and disputes shall be adjudicated or otherwise decided in the forums therefor located in the State of California.

(c)  Export. You will not export or reexport the Software without appropriate United States or foreign government licenses or for any purpose prohibited by any applicable export control laws. You will not download, install or use the Software in any country for which the U.S. Government or any agency thereof requires an export license or other Government approval without first obtaining such license or approval.

(d)   Entire Agreement. This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties. No amendment to or modification of this Agreement will be binding unless it is in writing and signed by a duly authorized representative of each of the parties.

(e)   No Obligation. PARC is under no obligation to provide support for this Software or to develop or market the Software as a final product. Your use of the Software is at no charge, and your use shall not obligate you to purchase additional software from PARC. You are not obligated to provide feedback to PARC.

(f)     Termination. This Agreement shall continue indefinitely, unless earlier terminated upon mutual agreement of the parties. This Agreement may be terminated by PARC if you fail to comply with any provision of this Agreement. Upon termination of this Agreement for any reason, you shall cease use of the Software. You shall immediately return to PARC, or certify to their destruction and removal, all copies of the Software. If you are unable to remove the Software, PARC will remove it upon written request provided you compensate PARC for its time to provide the service including reasonable travel and lodging expense incurred in order to provide the service. In the event of termination of this Agreement, those provisions of this Agreement shall, to the extent necessarily implied, survive such termination.

 

Copyright ©2006 Palo Alto Research Center Incorporated. All Rights Reserved.