Spector Corporate Network Edition (Spector CNE) Software License Agreement
This software agreement (the "Agreement") provides the terms and conditions under which SpectorSoft Corp. ("SpectorSoft") is willing to grant the person or entity (the "Licensee") installing and using Spector Corporate Network Edition, which includes the software components defined below as well as associated media, printed materials, and electronic documentation (collectively called the "Software"), a non-exclusive, limited right to use the Software. READ THIS AGREEMENT CAREFULLY. If Licensee agrees to only use the Software in accordance with the following terms and conditions and is willing to be bound by this Agreement in its entirety, acknowledge such acceptance as provided and continue with the installation of the Software. OTHERWISE, IF LICENSEE DOES NOT AGREE WITH ANY OF THE FOLLOWING TERMS AND CONDITIONS, DO NOT INSTALL THE SOFTWARE
Licensee Warranty
Licensee warrants and represents that the person accepting this Agreement on behalf of Licensee is its legally authorized representative and is duly authorized to accept agreements of this type on behalf of Licensee and obligate Licensee to the terms and conditions herein. Any breach of this warranty and representation is a material breach of this Agreement and, in such event, this Agreement and the rights granted to Licensee shall terminate automatically.
Software Definitions
This Software contains the following software components:
"Client Software" provides functionality to record events on a computer and provides an interface to communicate with Server Software.
"Server Software" includes the software components defined below as the Primary Server Software, Control Center Software, Data Vault Software, and Viewer Software.
"Primary Server Software" provides services to all computers running Client Software including services to update software and provide license compliance.
"Data Vault Software" provides services to receive and archive recorded events from all computers running Client Software.
"Control Center Software" provides functionality to install, uninstall, and configure all computers running Client Software.
"Viewer Software" provides functionality to review and report on events recorded by Client Software.
Ownership of Software
Licensee acknowledges that it obtains no ownership rights in the Software under the terms of this Agreement. All rights in the Software including but not limited to trade secrets, trademarks, service marks, patents, and copyrights are, shall be and will remain the property and ownership of SpectorSoft. All copies of the Software delivered to Licensee or made by Licensee remain the property of SpectorSoft. EXCEPT AS EXPRESSLY AUTHORIZED UNDER THIS AGREEMENT, LICENSEE SHALL NOT USE, COPY, DISTRIBUTE, DISPLAY OR TRANSFER THE SOFTWARE IN ANY FORM.
Installation of Server Software
You may install the Primary Server Software on any computer you desire, but there may only be one computer with the Primary Server Software installed for each Software license serial number you have purchased.
You may install the Data Vault Software, Control Center Software, and Viewer Software on as many computers as your needs require.
Installation of Client Software
You may install the Client Software on one computer for each license purchased, unless the computer is a server providing multi-user capabilities using the Citrix Metaframe or Windows Terminal Services products. If the Client Software is to be installed on a server using the Citrix Metaframe or Windows Terminal Services products, a license is required for each unique user connecting to the server.
Once Client Software has been installed on a computer, the license may not be transferred to another computer, unless the computer on which Client Software is installed, is taken out of service and replaced by another computer. The computer that is replacing the computer being taken out of service, will receive the Software license previously used by the computer being taken out of service.
You are explicitly forbidden from installing Client Software on one computer, uninstalling Client Software from that computer, and then installing the Client Software on a second computer, unless a license has been purchased for each computer.
Term
This Agreement is in effect until terminated. You may terminate the Agreement at any time by removing the Software from your computer and destroying the original Software and all copies. This Agreement will automatically terminate if you breach any of the terms or conditions set out in this Agreement. Upon termination of this Agreement, the license granted herein will terminate and you must immediately destroy the Software and all copies.
Transfer
You may not transfer your Software license to a third party. The Software must first be uninstalled from any computer on which the Software is installed before transferring ownership of the computer. Your software license is terminated upon sale or transfer of the computer on which the Software is installed.
You may not copy or make any changes or modifications to the Software, and you may not translate, decompile, disassemble, or otherwise reverse engineer the computer program(s). You may not lend, rent, lease or sublicense the Software or any copy to others for any purpose. You agree to use all reasonable efforts to protect the Software from unauthorized use, modification, reproduction, distribution or publication. You are not permitted to make any uses or copies of the Software that are not specifically authorized by the terms of this license Agreement, and SpectorSoft reserves all rights that are not expressly granted to you.
Limited Warranty
SpectorSoft warrants the physical program media to be free from, defects for a period of 90 days from the date of your purchase. If you notify SpectorSoft of defects during the warranty period, SpectorSoft will replace the defective program media or, at its option, refund the license fee. Your remedy for breach of this warranty shall be limited to replacement or refund and shall not encompass any other damages. No dealer, distributor, agent or employee of SpectorSoft is authorized to make any modification or addition to the warranty and remedies stated above.
Limitations of Liability and Remedies
LICENSEE, AND ANYONE TO WHOM LICENSEE PROVIDES THE LICENSED SOFTWARE PURSUANT TO THIS AGREEMENT, ASSUME TOTAL RESPONSIBILITY AND RISK FOR LICENSEE'S USE OF THE SOFTWARE. SPECTORSOFT DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE OR NON-INFRINGEMENT. IN NO EVENT SHALL SPECTORSOFT BE LIABLE FOR (a) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SPECTORSOFT OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SOFTWARE, OR (c) ANY CLAIM BY ANY THIRD PARTY. BY WAY OF EXAMPLE ONLY, SPECTORSOFT DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE. IN NO EVENT SHALL THE LIABILITY OF SPECTORSOFT EXCEED THE AMOUNT PAID FOR THE SOFTWARE. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK.
IF FOR ANY REASON THE SOFTWARE IS UNUSABLE OR DOES NOT PERFORM AS LICENSEE INTENDED OR EXPECTED, THEN LICENSEE'S SOLE REMEDY SHALL BE TO EITHER TERMINATE THIS AGREEMENT OR TO MODIFY THE SOFTWARE TO CREATE AN ADAPTATION WHICH IS USABLE OR PERFORMS AS INTENDED OR EXPECTED. THIS LIMITATION ON REMEDIES SHALL APPLY EVEN IF LICENSEE CANNOT MODIFY THE SOFTWARE TO MAKE THE SOFTWARE USABLE TO PERFORM AS INTENDED OR EXPECTED. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. IN THE EVENT APPLICABLE STATE OR FEDERAL LAW DOES NOT ALLOW THE COMPLETE EXCLUSION OF ANY WARRANTIES AS SET FORTH IN THIS AGREEMENT, SPECTORSOFT'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Other Terms and Conditions of Use
You agree the installation and use of Software will be in accordance with local, state, and federal laws governing the monitoring of computer activity and usage.
You agree to install this software ONLY on a computer that you own or on a computer which you have been given explicit installation permission by the computer owner.
You acknowledge that SpectorSoft recommends all users, of computers on which Software is installed, are to be informed that their computer usage is subject to monitoring and recording.