End-User License Agreement
This End User License Agreement ("EULA") is a legal agreement between you and Maono Incorporated ("Maono") for the Maono software product identified above and related documentation (collectively, the "Software"). Your download, installation, and use of the Software is governed by this EULA. Please read this EULA carefully and make sure that you fully understand it. You are permitted to download, install and use the Software only if you agree to comply with this EULA. You will have the opportunity to choose to accept or reject this EULA. You may not download, install or use the Software, unless you accept this EULA. You may accept this EULA by clicking on the box on your screen that says "I accept the terms of the license agreement." You may reject this EULA by clicking on the box on your screen that says "I do not accept the terms of the license agreement." By clicking the acceptance box or by installing, copying, or otherwise using the Software, you agree to be legally bound by the terms of this EULA. If you do not agree to these terms, promptly discontinue further use of the Software.
Elements of the Software may contain, use, or be derived from materials of third party licensors (collectively, "Third Party Applications"), including, but not limited to, Third Party Applications of third party licensors licensed under GNU Lesser General Public License or other so-called "open source" software licenses, as set forth in the Third Party License Notice file that accompanies the Software. The Third Party Applications are owned or licensed by third parties (collectively, "Third Party Licensors") and your right to use such Third Party Applications will depend solely upon the applicable license agreements of the Third Party Licensors.
1. In consideration for your purchase of an accompanying Maono product with which the Software is designed to be used (the "Product") and/or download of the Software, and your acceptance of this EULA, Maono, as licensor, grants to you, as licensee, a limited, non-transferable and non-exclusive license to use the most recent version of the Software with the Product in accordance with the terms and conditions of this EULA. References in this EULA to the pronoun "you" or "your" anywhere in this EULA refer to you, the purchaser end user of the Product and/or Software. References in this EULA to "we" or "us" refer to Maono.
2. We may, but need not, issue Software updates, patches and fixes (collectively, "Updates") to the Software. If and when we issue Updates to the Software to the general public or otherwise, we may, but are not required to, make such Updates available to you. The updated Software shall be governed by the terms of this EULA. We may also determine from time to time, in our discretion, that in order to provide you with new Updates, you will need to review this EULA (as such may be amended by us in our discretion) again and accept it again, before you are permitted to download and/or install any such Updates. In some cases, if you decide not to click on the acceptance box, you may still be able to use the Software but you will not be able to use any of the features added to the Software by the Updates. In most cases, if you decide not to click on the acceptance box, we will ask you, and you agree to, uninstall the version of the Software that is installed on your computer at the time or we may disable the Software if you do not click on the acceptance box. If we have conditioned your continued use of the Software upon your acceptance of any Updates that we provide, your license to use the installed version (or any other version of) the Software terminates on the day you refuse to accept the Updates by refusing to click on the acceptance box.
3. Maono retains title to and ownership of the Software and reserves all rights not expressly granted to you hereunder. You agree that nothing contained herein entitles you to own the Software or any portion thereof and that the Software is only being licensed to you and not sold to you. You hereby agree and acknowledge that as between you and us, we (or the Third Party Software Licensors, as the case may be) own all right, title and interest in and to the Software, and in and to any intellectual property (including without limitation, copyrights, patents, trademarks, and any other proprietary rights) included in or applicable to the Software.
4. The Software and the accompanying instructional materials included with the Product are copyrighted. Unauthorized copying of the Software and/or the instructional material is prohibited, and you may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms and conditions of this EULA. You are permitted to make one (1) copy of the Software, solely for backup purposes, provided that the copyright notice is included on the backup copy.
5. Your use of the Software is subject to the following additional restrictions: You are prohibited from (i) modifying, adapting, translating, decompiling, reverse engineering, or disassembling the Software, or otherwise attempting to derive the source code of the Software; (ii) creating derivative works based upon the Software; (iii) tampering or interfering with the functionality, delivery or operation of the Software while using or installing it; (iv) selling, renting, transferring, reselling, or distributing the Software to any third party, except to the extent that original media upon which the Software is provided is transferred with the Product with which it was originally purchased; (v) duplicating, reproducing, copying (except for reasonable backup purposes), modifying, or otherwise creating derivative works of the Software; (vi) removing any proprietary notices, labels or marks that are on or in the Software; or (vii) exporting or re-exporting the Software, directly or indirectly, into any country prohibited by law.
6. This EULA shall be governed by, construed and interpreted under the laws of the State of Illinois, United States of America, without giving effect to any conflicts of laws principles. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, without implication that such Convention otherwise applies. The exclusive forum for any disputes arising out of or relating to this EULA shall be an appropriate federal or state court in Cook County, Illinois and you hereby expressly waive your right to a jury trial and all venue, jurisdiction and choice of law challenges or defenses.
7. DISCLAIMER OF WARRANTIES. MAONO DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR DOWNLOAD, INSTALLATION, USE, OR UNINSTALLATION OF THE SOFTWARE. NOTWITHSTANDING ANY REPRESENTATIONS OR WARRANTIES THAT MAY BE PROVIDED BY MAONO WITH RESPECT TO THE PRODUCT, THE SOFTWARE IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAONO FULLY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WHETHER ALLEGED TO ARISE BY LAW OR BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING OR OTHERWISE. MAONO DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL BE OPERABLE, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, SOFTWARE, OR HARDWARE, OR THAT IT WILL NOT DAMAGE ANY OTHER PRODUCT, SOFTWARE OR HARDWARE OR CAUSE ANY LOSS OR CORRUPTION OF DATA, OR THAT IT WILL HAVE A MINIMUM SERVICE LIFE. IN ADDITION, MAONO EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN THE LICENSEE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO THE PROVISIONS OF THIS SECTION 7 MAY NOT APPLY TO YOU.
8. IN NO EVENT WILL MAONO BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR DOWNLOAD, INSTALLATION, USE OR MISUSE, UNINSTALLATION, OR RELIANCE UPON THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PERSONAL INJURY, OR OTHERWISE, AND WHETHER OR NOT MAONO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION 8 MAY NOT APPLY TO YOU.
10. BY DOWNLOADING, INSTALLING, USING OR UNINSTALLING THE SOFTWARE YOU HEREBY AGREE TO, AT YOUR OWN EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS MAONO AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, INJURIES, CAUSES OF ACTION, CLAIMS, DEMANDS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, OF WHATEVER KIND OR NATURE ARISING OUT OF, RELATING TO OR RESULTING FROM ANY CLAIM AGAINST SUCH INDEMNIFIED PARTIES OR ANY ONE OF THEM, ARISING FROM OR RELATING TO (a) ANY BREACH BY YOU OF THIS EULA; OR (b) YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF PERSONAL INJURY (INCLUDING DEATH), INJURY TO REPUTATION, VIOLATION OF PRIVACY, OR DAMAGE TO TANGIBLE PROPERTY OR DATA (INCLUDING LOSS OF PROPERTY OR LOSS OF USE OF TANGIBLE PROPERTY OR DATA).
11. If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this EULA will continue in full force and effect.
12. This EULA constitutes the entire agreement between you and us with respect to your download, installation, use and uninstallation of the Software, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
13. The most recent version of this EULA, and any changes that we make to this EULA, will be posted on the maono.com web site. Your use of the Software will be governed by the EULA in effect at the time of use.