The
herein contained End User License Agreement (the "Agreement" or "License"
or "EULA") shall be considered a
legally binding agreement between you (an individual or an entity, hereinafter
"Licensee" or "You" or "Your") and TAG for the use of the specified software: TAG,
which may include related printed material, media and any other components
and/or software modules, including but not limited to required drivers (the "Product"). Other aspects of the Product
may also include, but are not limited to, software updates and any upgrades
necessary that TAG may supply to You or make
available to You, or that You obtain after the initial copy of the Product, and
as such that said items are not accompanied by a separate license agreement or
terms of use.
BY WAY OF THE
INSTALLATION, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USE OF THIS PRODUCT,
YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS
LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA,
YOU THEN HAVE NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY,
DOWNLOAD, ACCESS NOR USE THE PRODUCT.
THIS PRODUCT IS
PROTECTED BY COPYRIGHT LAWS, AS WELL AS ANY OTHER INTELLECTUAL PROPERTY LAWS.
THIS PRODUCT IS LICENSED AND NOT SOLD.
1. DEFINITIONS AND INTERPRETATIONS
1.01 "Agreement" or "License" or "EULA" shall
mean this End User License Agreement.
1.02 "Licensee" or "You" or "Your" shall mean You,
the individual or business entity licensing the Product under of the terms of
this Agreement.
1.03 "Intellectual Property" means current and
future worldwide rights under patent law, copyright law, trade secret law,
trademark law, moral rights law, and other similar rights.
1.04 "Update" means maintenance of, or a fix to,
a version of Product, including, but not limited to: a hot fix, patch, or
enhancement, none of which function as a standalone service or other software
package and which do not have an additional cost for any existing Licensee.
1.05 "Upgrade" means a major, standalone version
of Product, which may include additional applications, features, or
functionality.
1.06 A person includes a natural person,
corporate or unincorporated body (whether or not having separate legal
personality) and that person's legal and personal representatives, successors
and permitted assigns.
1.07 Words in the singular shall include the
plural and vice versa.
1.08 A reference to one gender shall include a
reference to the other genders.
1.09 A reference to a statute, statutory
provision or subordinate legislation is a reference to it as it is in force
from time to time, taking account of any amendment or reenactment and includes
any statute, statutory provision or subordinate legislation which it amends or
re-enacts; provided that, as between the Parties, no such amendment or
re-enactment shall apply for the purposes of this Agreement to the extent that
it would impose any new or extended obligation, liability or restriction on, or
otherwise adversely affect the rights of, any Party.
1.10 A reference to writing or written includes
e-mail.
1.11 Any obligation in this Agreement on a
person not to do something includes an obligation not to agree or allow that
thing to be done.
1.12 Any phrase introduced by the terms
"including", "include", "in particular" or any similar expression shall be
construed as illustrative and shall not limit the sense of the words preceding
those terms.
1.13 References to articles, sections, or
clauses are to the articles, sections, and clauses of this Agreement.
1.14 "We", "us", and "our", means
TAG.
2. LICENSE GRANT. TAG shall grant to You a non-exclusive
license for the use and installation of the Product subject to all the terms
and conditions set forth herein. Furthermore, this EULA shall also govern any
and all software Updates and Upgrades provided by TAG that would replace, overwrite and/or
supplement the original installed version of the Product, unless those other Updates
and Upgrades are covered under a separate license, in which case the terms of
that license will govern.
3. TERMINATION. Should You breach
this EULA, Your right to the use of the Product will immediately terminate and
shall terminate without any notice being given. However, all provisions of this
EULA, with the exception of the License grant, shall survive termination and will
remain in effect. Upon termination of the License grant, You MUST destroy any and all copies
of the Product.
4. INTELLECTUAL PROPERTY
4.01 PROTECTED PRODUCT. The Product is
protected by copyright and other Intellectual Property laws and treaties, and
as such all rights, title, and interest in and to the content offered,
including but not limited to, any photographs, images, video animation, text,
and music, that may be incorporated as part of the offered content. Such
offered content is protected by copyright laws and international treaty
provisions. Therefore, offered content must be treated as any other copyrighted
material, with the exception that it is allowable for You to make copies as
provided by the License. However, printed material, which may accompany any
offered content, may not be copied.
4.02 NO GRANT OF RIGHTS. Except as
expressly stated herein, this Agreement does not grant either Party any rights
to the other's content or any of the other's Intellectual Property.
Specifically, TAG owns all Intellectual Property
rights in Product.
4.03 RIGHT OF PUBLICITY. You agree, with
respect to publicity that: (a) TAG may include
Licensee or its brand in a list of Licensees, online, or in promotional
materials; and (b) TAG may verbally reference
Licensee as a licensee of Product.
5. RESTRICTIONS ON USE. As a Licensee,
You may not: (a) Make use of the offered content on more than one computer at a
time, without prior purchase of additional licenses; (b) You may not share,
distribute, lend, lease, sublicense or otherwise make available, in any manner
whatsoever, to any third party the offered content; (c) Modify, adapt, create
derivative works from or translate any part of the offered content other than
what may be used within Your work in accordance with this License; (d) Reverse
engineer, decompile or disassemble the offered content, nor attempt to locate
or obtain its source code; (e) Attempt to alter or remove any trademark,
copyright or other proprietary notice contained within the offered content; or
(f) Make use of any offered content in any manner not stipulated within this
EULA or the documentation accompanying the offered content.
6. UPDATES/UPGRADES. TAG may find the need to make available Updates
or Upgrades for the Product, in accordance with the herein contained terms and
conditions of this EULA. It shall be at the sole discretion of TAGto make conditional releases of said Updates or Upgrades to You upon Your
acceptance of another EULA or execution of another separate agreement. Should You
elect to install and make use of these updates, You are therefore agreeing to
be subject to all applicable license, terms and conditions of this EULA and/or
any other agreement.
7. DISCLAIMER OF WARRANTY. TAG shall use reasonable efforts consistent
with prevailing industry standards to maintain Product in a manner which
minimizes errors and interruptions.
HOWEVER, TAG DOES NOT
WARRANT THAT PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF PRODUCT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN AND NOTWITHSTANDING ANYTHING TO THE
CONTRARY, NEITHER PARTY OR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR
EMPLOYEE OF EITHER PARTY, MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND
NONINFRINGEMENT. NEITHER TAG NOR ANY OFFICER, DIRECTOR, SUBSIDIARY,
AFFILIATE, OR EMPLOYEE OF TAG MAKES ANY REPRESENTATION OR WARRANTY ABOUT ANY
CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH PRODUCT.
8. LIMITATION
OF LIABILITY AND REMEDIES. In spite of any damages that You may or may not
incur for any reason, which may include, but are not limited to, any and all
direct or general damages, the entire liability of TAG and/or any of the aforementioned
suppliers covered under the herein contained provisions of this EULA, along
with Your exclusive remedy with regards to all of the foregoing, shall hereby
be limited to the amount
actually paid by You for this Product .
The aforementioned limitations, exclusions and any disclaimers shall apply to
the maximum extent allowable by law, even should any proposed remedy fail its
essential purpose.
9. EXPORT CONTROLS. By installing
the Product, You hereby agree that You will comply with any and all applicable
export laws, restrictions and all regulations of the U.S. Department of
Commerce, U.S. Department of Treasury, and any other U.S. or foreign agency or
authority with regards to this provision of the EULA. You expressly agree not
to export or re-export, nor allow the export or re-export of the offered
content in violation of any such law, restriction or regulation, including
without limitation, export or re-export to any country subject to any and all
applicable U.S. trade embargoes or to any prohibited destination, in any group
specified in the current "Supplement
No. 1 to Part 740 or the Commerce Control List specified in the then current
Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any
successor supplement or regulations)."
10. U.S. GOVERNMENT END USERS. The offered
content is licensed by the U.S. Government with RESTRICTED RIGHTS. The use,
duplication of, or the disclosure by the U.S. Government, shall be subject to
restrictions in accordance with DFARS 252.227-7013 of the Technical Data and
Computer Software clause, and 48 DCR 52.227-19 of the Commercial Computer
Software clause, as applicable.
11. MISCELLANEOUS
11.01 SUCCESSORS AND ASSIGNS. This EULA, in
its entirety, shall be legally binding upon and inure to the benefit of TAG and You, our respective successors and
permitted assigns.
11.02 SEVERABILITY. If any provision
of this Agreement is held to be illegal, invalid or unenforceable by a court of
competent jurisdiction, the remaining provisions shall not be affected.
11.03 WAIVER. If
there is any waiver of any breach or failure to enforce any of the provisions
contained herein, it shall not be deemed as a future waiver of said terms or a
waiver of any other provision of this EULA.
11.04 AMENDMENTS. Any waiver,
supplementation, modification or amendment to any provision of this EULA, shall
only be effective when done so in writing and signed off by TAG and You.
11.05 GOVERNING LAW. This EULA shall
be governed solely by the laws of the State of Texas and of the
United States. Should any action arise out of or in relation to this EULA, such
action may be brought exclusively in the appropriate federal or state court in Houston,
Texas, and as such, You and TAG irrevocably consent to the jurisdiction
of said court and venue for Houston, Texas.
11.06 ASSIGNMENTS. You may not assign or transfer
any part of this Licensee without the written consent of TAG,
except that, if a change of control occurs (including a sale or merger), the
Party experiencing the change of control may ensure this License remains in
full force and effect by providing written notice to the other Party within
thirty (30) days after the change of control.
11.07 VALID AND BINDING. This Agreement
constitutes a valid and legally binding obligation of the Parties, enforceable
against the Parties in accordance with its terms, subject in all respects to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws relating to or affecting creditors' rights generally
and general equitable principles.
11.08 EFFECT OF TITLE AND HEADINGS. The title of the
Agreement and the headings of Sections, and Clauses are included for
convenience and shall not affect the meaning of the Agreement or the Section.
11.09 FORCE MAJEURE. Except for
payment obligations, if either Party is prevented from performing or is unable
to perform any of its obligations under this License due to causes beyond the
reasonable control of the Party invoking this provision, including but not
limited to acts of God, acts of civil or military authorities, riots or civil
disobedience, wars, strikes or labor disputes (each, a "Force Majeure Event"), such
Party's performance shall be excused and the time for performance shall be
extended accordingly provided that the Party immediately takes all reasonably
necessary steps to resume full performance.