THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or "Your") AND SLICKEDIT INC. ("SlickEdit"). SLICKEDIT IS WILLING TO LICENSE THE SLICKEDIT STANDARD OR PRO 2018 SOFTWARE ("Software") ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT ("Agreement"). PLEASE READ THE TERMS CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS, COPYING OR OTHERWISE USING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT USE AND/OR INSTALL THE SOFTWARE.
- Software License.
- License Grant.
- SlickEdit grants to You a nonexclusive, nontransferable license (except as expressly set forth in Section 10) to use the Software, and any accompanying documentation ("Documentation") solely for Your own internal business needs pursuant to the terms and conditions of this Agreement. This license to use the Software is conditioned upon Your compliance with the terms of this Agreement.
- One individual ("User") is authorized to use the Software according to the terms of this Agreement. Unless expressly stated otherwise, the Software may not be separated for use by more than the one individual authorized to use the Software. Your use of the Software is limited to the licensing option purchased by You and indicated by the part number on Your invoice. Each licensing option is defined as follows.
- Named User License. Software provided to You under this option may only be installed on any computer owned or controlled by You, but in no event shall the Software be (i) used by any person other than You and (ii) used on more than one computer at the same time.
- Concurrent User License. Software provided under this option may be installed on and processed by the server computer located at a site indicated on the invoice, and may be installed on and simultaneously processed by the number of workstation and/or personal computers ("Concurrent Users") indicated on the invoice, which have electronic access to the server computer located at any site indicated on the invoice and which are accessing the same data concurrently from more than one computer up to the predefined limit.
- Subscription. Software provided to You under this option may only be installed on any computer owned or controlled by You, but in no event shall the Software be (i) used by any person other than You and (ii) used on more than one computer at the same time.
- Slick-C® Code. You may modify, copy, and distribute the Slick-C Code (modified or unmodified) only if all of the following conditions are met: (1) You do not include the Slick-C Code in any product or application designed to run independently of SlickEdit software programs; (2) You do not use the SlickEdit name, logos or other SlickEdit trademarks to market Your application; (3) You provide a copy of this license with the Slick-C Code; and (4) You agree to indemnify, hold harmless and defend SlickEdit from and against any loss, damage, claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of Your application.
- Trial License. If You have acquired a trial version of the Software, the Software is for evaluation use only. Your trial version will cease operation after a period of 15 days from the date You submit a request for a trial license key using the online request form on the SlickEdit website. This Agreement will terminate after such period unless extended by SlickEdit upon Your acquisition of a full retail license. Trial versions may contain limited functionality and are to be used for evaluation purposes only. YOUR USE OF TRIAL SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 4(b) AND 5 for WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN TRIAL SOFTWARE.
- Not-For-Resale License. If You have acquired a Not-For-Resale version of the Software, the Software will time-out and cease to operate after a limited period of time (the "Time-Out") and Your right to use the Software and this License Agreement shall terminate upon the occurrence of the Time-Out. YOUR USE OF NOT-FOR-RESALE SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 4(b) AND 5 for WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN NOT-FOR-RESALE SOFTWARE.
- Subscription License. If you have acquired a subscription license version of the Software, the term of this Agreement shall commence on the date You purchase a one year subscription and shall continue for a period of one year thereafter. Unless You renew Your subscription prior to the expiration of the current subscription period, this Agreement shall expire. If You renew Your subscription, then the term of such renewal shall commence on the day after the expiration of the prior subscription period and continue for one year thereafter.
Except as expressly set forth in Section 10, you may not transfer the Software to another entity or person. Any such transfer terminates Your license under this Agreement. Except with respect to the Slick-C Code as expressly set forth in Section 1(a)(iii), You shall not (i) modify, translate, reverse engineer or reverse compile in whole or in part the Software, (ii) rent, sell, time-share, lease, sublicense, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others and (iii) copy the Software except as provided herein. You shall not tamper with, bypass or alter any security features of the Software or attempt to do so. You agree that SlickEdit may audit Your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by You other than in full compliance with the terms of this Agreement, You shall reimburse SlickEdit for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.
- Intellectual Property Ownership.
The license of the Software is not a sale. Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in SlickEdit. You agree to abide by the copyright laws and all other applicable laws of the United States. You acknowledge that the Software in source code remains a confidential trade secret of SlickEdit. Failure to comply with the above restrictions will result in automatic termination of this license and will make available to SlickEdit other legal remedies. You may not disclose any of SlickEdit's proprietary or trade secret information relating to the Software to any third party. You agree to secure and protect the Software, Documentation and copies thereof in a manner consistent with the maintenance of SlickEdit's rights therein and to take appropriate action by instruction or agreement with Your employees or consultants who are permitted access to the Software to satisfy Your obligations hereunder. You may make one copy of the Software for backup or archival purposes in support of Your permitted use of the Software.
- WARRANTY; DISCLAIMER.
- Performance Warranty. Company warrants that the Software will perform substantially in accordance with its Documentation for 30 days after the date of receipt. Your exclusive remedy under the preceding section is to return the Software to the place You acquired it, with a copy of Your receipt and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to SlickEdit no more than thirty (30) days following delivery to You, SlickEdit will use reasonable commercial efforts to supply You with a replacement copy of the Software that substantially conforms to the documentation, provide a replacement for defective media, or refund to You Your purchase price for the Software, at its option. SlickEdit shall have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE. THIS LIMITED WARRANTY DOES NOT APPLY TO UPDATES, EVALUATION, TRIAL, OR NOT FOR RESALE COPIES OF SOFTWARE.
- DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4(a) ABOVE, SLICKEDIT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SLICKEDIT DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. SLICKEDIT SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
- NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SLICKEDIT, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
- SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
- LIMITATION OF LIABILITY.
- NEITHER SLICKEDIT NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), SOFTWARE LIABILITY OR OTHERWISE, EVEN IF SLICKEDIT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- SLICKEDIT'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $299 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
- Notice to Government End Users.
The Software and its Documentation are "commercial computer software" and "commercial computer software documentation", respectively, and are provided with RESTRICTED RIGHTS under Federal Acquisition Regulations and agency supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 et seq. and DFARS 252.227-7015, and subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227- 19, as applicable, or similar clauses in the NASA FAR Supplement. Manufacturer is SlickEdit Inc. 3000 Aerial Center Pkwy, Suite 160, Morrisville, NC 27560.
- Term; Termination.
The term of this Agreement shall continue in perpetuity unless terminated earlier as provided herein. You may terminate this Agreement at any time by destroying or erasing Your copy of the Software. SlickEdit may terminate this Agreement immediately and without notice if You fail to comply with any term or condition of this Agreement. In the event of termination of this Agreement, all the sections of this Agreement will survive except for Sections 1 and 4(a).
- Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without reference to conflicts of laws provisions or the 1980 U.N. Convention on Contracts for the International Sale of Goods and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina. In such event, the parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
This Agreement sets forth the entire agreement between You and SlickEdit pertaining to the licensing of the Software, and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect. This Agreement may not be assigned without the written consent of SlickEdit.
Licenses that have a current Maintenance and Support Agreement and are not academic licenses, student licenses, or licenses acquired for under $50 dollars per user may be transferred to another entity upon notification to SlickEdit by You. Subscriptions licenses are non-transferable.