THE X LAB
End User License Agreement
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; DISCLAIMER IN SECTION 5; AND LIABILITY IN SECTION 6. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
Software means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) The X Lab or third party computer information or software; and (ii) related explanatory written materials or files (Documentation).
Use, Used or Using means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
Permitted Number means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by The X Lab.
Computer means one central processing unit (CPU) that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions
The X Lab means The X Lab, PO Box 93808, Southlake, TX 76092 USA
2. Software License. As long as you comply with the terms of this End User License Agreement (the Agreement), The X Lab grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation, as further set forth below. Some third party materials included in the Software may be subject to other terms and conditions, which are typically found in a Read Me file located near such materials.
2.1. General Use. You may install and Use a copy of the Software on your compatible Computer, up to the Permitted Number of Computers.; or
2.2. Server Use. You may install one copy of the Software on your Computer file server for the purpose of downloading and installing the Software onto other Computers within your internal network up to the Permitted Number or you may install one copy of the Software on a Computer file server within your internal network for the sole and exclusive purpose of using the Software through commands, data or instructions (e.g. scripts) from another Computer on your internal network, provided that the total number of users (not the concurrent number of users) that are permitted to access or Use the Software on such Computer file server, does not exceed the Permitted Number. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a Computer not part of your internal network, for internet or web hosting services or by any user not licensed to Use this copy of the Software through a valid license from The X Lab; and
2.3. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or Used on any computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided in the Transfer section in this Agreement.
2.4. Portable Computer Use. The primary user of the Computer on which the Software is installed may also make a second copy for his or her exclusive use on a portable Computer provided the Software on the portable Computer is not being used at the same time the Software on the primary computer is being used.
3. Intellectual Property Rights. The Software and any copies that you are authorized by The X Lab to make are the intellectual property of and are owned by The X Lab and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of The X Lab and its suppliers. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being Used. You may not copy the Software, except as set forth in Section 2 (Software License). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Any information supplied by The X Lab or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the The X Lab. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by The X Lab. The X Lab actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
4. Transfer. You may not, rent, lease, sell, sublicense, un-bundle and/or repackage for distribution or resale, or authorize all or any portion of the Software to be copied onto another users computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, (ii) the serial number(s), if any, Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, Updates and prior versions; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
5. DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE AND RELATED DOCUMENTS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE X LAB AND ITS SUPPLIERS DO NOT ASSUME ANY RESPONSIBILITY FOR ERRORS OR OMISSIONS, OR FOR DAMAGES RESULTING FROM THE USE OF THE SOFTWARE. THE X LAB AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND FITNESS FOR A PARTICULAR PURPOSE. THE X LAB AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, THE X LAB AND ITS SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE X LAB OR AN AUTHORIZED REPRESENTATIVE OF THE X LAB SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT THE X LAB OR ANY AUTHORIZED REPRESENTATIVE OF THE X LAB) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The provisions of section 5 and 6 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL THE X LAB OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE X LAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE X LABS AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. The X Lab is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose.
7. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
8. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the United States and the State of Texas. You agree to the personal jurisdiction by and venue in the state and federal courts in Tarrant County, Texas, and waive any objection to such jurisdiction or venue. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
9. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of The X Lab. Updates may be licensed to you by The X Lab with additional or different terms. This English version of this Agreement shall be the version used when interpreting or construing this Agreement. This is the entire agreement between The X Lab and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
10. Compliance with Licenses. If you are a business or organization, you agree that upon request from The X Lab or The X Labs authorized representative, you will within thirty (30) days fully document and certify that use of any and all The X Lab Software at the time of the request is in conformity with your valid licenses from The X Lab.
If you have any questions regarding this Agreement or if you wish to request any information from The X Lab, please use the address specified in Section 1 to contact the The X Lab.
"The X Lab" and The X Lab logo ("Atomic X") are trademarks of The X Lab and may be registered.