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PLEASE READ THIS AGREEMENT BEFORE DOWNLOADING THIS SOFTWARE PACKAGE. IF YOU DOWNLOAD THIS SOFTWARE AND KEEP IT FOR MORE
THAN THIRTY (30) DAYS, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS
AND CONDITIONS, DO NOT DOWNLOAD OR USE THESE SOFTWARE.
1. DEFINITION OF TERMS
(a) Freeware: As the name implies, freeware is free of any obligation to the end user. You can download the program and
use it indefinitely at no charge. You are also free to distribute it to anyone you want, provided the distribution is an
unmodified version of what you downloaded from our Web Site.
(b) Shareware: This is built on the concept of "try it before you buy it." A version of the software that is missing
features or cannot be used more than a certain number of times or days is distributed freely.
2. GENERAL
The Software downloaded from this site is owned by Synametrics Technologies (formerly known as IndusSoft Technologies)
and is protected by U.S. copyright laws and other laws and by international treaties.
3. LICENSE GRANTS
Upon your acceptance of this Software License Agreement Synametrics grants you a non-exclusive, non-transferable,
limited license to install and use a copy of the Software on your compatible computer, up to the Permitted Number of
computers. The Permitted Number of computers shall be delineated at such time as you elect to purchase the Software.
During the evaluation period, hereinafter defined, only a single user may install and use the software on one computer.
If you have licensed the Software as part of a suite of Synametrics software products (collectively, the "Suite") and
have not installed each product individually, then the Software License Agreement governs your use of all of the
software included in the Suite.
(a) Freeware version:
Synametrics Technologies grants you a license to use the FREEWARE version of their software for as long as you like.
You may freely distribute this software to anyone you may like.
(b) Shareware version:
Synametrics Technologies grants you a license to use the SHAREWARE version of their software for a period of THIRTY
DAYS. After which you must obtain a serial number or stop using the product and delete all the related material from
your machine.
(c) Single User license:
Each registered copy of a software may be used at a single workstation, subject to the following conditions:
* A separate registered copy of the software must be obtained for each workstation on which it will be used, even if
such use is only temporary. This is not a "concurrent use" license.
(d) Site License:
A site license allows any user within your company to use a software on any workstation that they prefer, subject to
the following conditions:
* The software can only be used on machines that are owned by the company purchasing the license.
* Each Site license allows up to 100 users. These users are allowed to install the software on their individual machines or on a shared server. Should the number of users exceed 100, another site license must be purchased.
* Site license does NOT include any subsidiary or parent companies. A separate license must be purchased by each subsidiary or parent.
* You may use the software on machines, for example, laptops, that are not physically located within the company but are owned by the company.
Other Restrictions:
You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or any portion of the Software to third
parties. You may not copy the Software except as expressly set forth above, and any copies that you are permitted to
make pursuant to this Software License Agreement must contain the same copyright, patent, and other intellectual property
markings that appear on or in the Software. You may not modify, adapt or translate the Software. You may not, directly
or indirectly, encumber or suffer to exist any lien or security interest on the Software; knowingly take any action that
would cause the Software to be placed in the public domain; or use the Software in any computer environment not
specified in this Software License Agreement. You will comply with applicable law and Synametrics's instructions
regarding the use of the Software. You agree to notify your employees and agents who may have access to the Software of
the restrictions contained in this Software License Agreement and to ensure their compliance with these restrictions.
You agree that you are solely responsible for the accuracy and adequacy of the software for your intended use and you
will indemnify and HOLD harmless Synametrics from any 3rd party suit to the extent based upon the accuracy and adequacy
of the software in your use. Without limitation, The Software is not intended for use in the operation of nuclear
facilities, aircraft navigation, communication systems, or air traffic control equipment, where the failure of the
Software could lead to death, personal injury, or severe physical or environmental damage.
4. LIMITED TRANSFER RIGHTS
Notwithstanding the foregoing, you may transfer all your rights to use the Software to another person or legal entity
provided that: (a) you also transfer each of this Software License Agreement, the Software, and all other software or
hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, and all copies of
font software converted into other formats, to such person or entity; (b) you retain no copies, including backups and
copies stored on a computer; (c) the receiving party secures a personalized key code from Synametrics; and (d) the
receiving party accepts the terms and conditions of this Software License 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. LIMITED WARRANTY AND LIMITATION OF LIABILITY
(a) Limited Warranty and Customer Remedies. Synametrics warrants to the person or entity that first purchases a
license for use of the Software pursuant to the terms of this Software License Agreement that (i) the Software will
perform substantially in accordance with any accompanying Documentation for a period of ninety (90) days from the date
of receipt, and (ii) any support services provided by Synametrics shall be substantial as described in Section 6 of
this agreement. Some states and jurisdictions do not allow limitations on the duration of an implied warranty, so the above
limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any,
are limited to ninety (90) days. Synametrics's and its suppliers' entire liability and your exclusive remedy shall be,
at Synametrics's option, either (i) return of the price paid, if any, or (ii) repair or replacement of the Software that
does not meet Synametrics's Limited Warranty and which is returned to Synametrics with a copy of your receipt. This
Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use,
Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder
of the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply to
Evaluation and/or Pre-release Software.
(b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE
REMEDIES FOR SYNAMETRICS OR ITS SUPPLIER'S BREACH OF WARRANTY. SYNAMETRICS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT
THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY
WARRANTY, CONDITION, REPRESENTATION, OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW
APPLICABLE TO YOU IN YOUR JURISDICTION, SYNAMETRICS AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR
TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYNAMETRICS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS,
EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT,
WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES
YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
(c) Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS
ESSENTIAL PURPOSE, IN NO EVENT SHALL Synametrics OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT,
INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY
TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF Synametrics HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Synametrics'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE
AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT. Because some states and
jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such
states and jurisdictions, Synametrics's liability shall be limited to the greatest extent permitted by law and the
limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer
rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above
are fundamental to this Software License Agreement between Synametrics and you.
(d) Infringement Claims. Synametrics will indemnify and hold you harmless and will defend or settle any claim,
suit, or proceeding brought against you by a third party that is based upon a claim that the content contained in the
Software infringes a copyright or violates an intellectual or proprietary right protected by the United States or European
Union law ("Claim"), but only to the extent the Claim arises directly out of the use of the Software and subject to the
limitations set forth in Section 5 of this Agreement except as otherwise expressly provided. You must notify Synametrics
in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide
to Synametrics at no cost with such assistance and cooperation as Synametrics may reasonably request from time to time
in connection with the defense of the Claim. Synametrics shall have sole control over any Claim (including, without
limitation, the selection of counsel and the right to settle on your behalf on any terms Synametrics deems desirable in
the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense
or settlement negotiations. Synametrics shall pay actual damages, costs, and attorney fees awarded against you (or
payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such direct damages and
costs are not reimbursed to you by insurance or a third party, to an aggregate maximum equal to the purchase price of
the Software. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of
Synametrics's legal counsel the Software is likely to become the subject of a Claim, Synametrics shall attempt to
resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using
the Software. If in the opinion of Synametrics's legal counsel the Claim, the injunction, or potential Claim cannot be
resolved through reasonable modification or licensing, Synametrics, at its own election, may terminate this Software
License Agreement without penalty, and will refund to you on a pro-rata basis any fees paid in advance by you to
Synametrics. THE FOREGOING CONSTITUTES SYNAMETRICS' SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
This indemnity does not apply to infringements that would not be such, except for customer-supplied elements.
6. SUPPORT AND MAINTENANCE
Synametrics offers multiple optional "Support & Maintenance Package(s)" ("SMP") for the version of Software product
edition that you have licensed, which you may elect to purchase in addition to your Software license. The Support
Period, hereinafter defined, covered by such SMP shall be delineated at such time as you elect to purchase an SMP. Your
rights with respect to support and maintenance as well as your upgrade eligibility depend on your decision to purchase
SMP and the level of SMP that you have purchased:
(a) If you have not purchased SMP, you will receive the Software AS IS and will not receive any maintenance
releases or updates. However, Synametrics, at its option and in its sole discretion on a case by case basis, may decide
to offer maintenance releases to you as a courtesy, but these maintenance releases will not include any new features in
excess of the feature set at the time of your purchase of the Software. In addition, Synametrics will provide free
technical support to you for thirty (30) days after the date of your purchase (the "Support Period" for the purposes of
this paragraph a), and Synametrics, in its sole discretion on a case by case basis, may also provide free courtesy
technical support during your thirty (30)-day evaluation period. Technical support is provided via a Web-based support
form and via email. There is no guaranteed response time.
(b) If you have purchased SMP, then solely for the duration of its delineated Support Period, you are eligible to
receive the version of the Software edition that you have licensed and all maintenance releases and updates for that
edition that are released during your Support Period. For the duration of your SMP's Support Period, you will also be
eligible to receive upgrades to the comparable edition of the next version of the Software that succeeds the Software
edition that you have licensed for applicable upgrades released during your Support Period. The specific upgrade edition
that you are eligible to receive based on your Support Period is further detailed in the SMP that you have purchased.
Software that is introduced as a separate product is not included in SMP. Maintenance releases, updates and upgrades may
or may not include additional features. In addition, Synametrics will provide Priority Technical Support to you for the
duration of the Support Period. Priority Technical Support is provided via a Web-based support form only, and
Synametrics will make commercially reasonable efforts to respond via e-mail to all requests within forty-eight (48)
hours during Synametrics's business hours (MO-FR, 9am EST \u2013 5pm EST, US holidays excluded) and to make reasonable
efforts to provide workarounds to errors reported in the Software.
During the Support Period, you may also report any Software problem or error to Synametrics. If Synametrics determines
that a reported reproducible material error in the Software exists and significantly impairs the usability and utility
of the Software, Synametrics agrees to use reasonable commercial efforts to correct or provide a usable workaround
solution in an upcoming maintenance release or update, which is made available at certain times at Synametrics's sole
discretion.
If Synametrics, in its discretion, requests written verification of an error or malfunction discovered by you or
requests supporting example files that exhibit the Software problem, you shall promptly provide such verification or
files, by email, telecopy, or overnight mail, setting forth in reasonable detail the respects in which the Software
fails to perform. You shall use reasonable efforts to cooperate in the diagnosis or study of errors. Synametrics may include
error corrections in maintenance releases, updates, or new major releases of the Software. Synametrics is not obligated
to fix errors that are immaterial. Immaterial errors are those that do not significantly impact the use of the Software.
Whether or not you have purchased the Support & Maintenance Package, technical support only covers issues or questions
resulting directly out of the operation of the Software and Synametrics will not provide you with generic consultation,
assistance, or advice under any circumstances.
Updating Software may require the updating of software not covered by this Software License Agreement before
installation. Updates of the operating system and application software not specifically covered by this Software License
Agreement are your responsibility and will not be provided by Synametrics under this Software License Agreement.
Synametrics's obligations under this Section 6 are contingent upon your proper use of the Software and your compliance
with the terms and conditions of this Software License Agreement at all times. Synametrics shall be under no obligation
to provide the above technical support if, in Synametrics's opinion, the Software has failed due to the following
conditions: (i) damage caused by the relocation of the software to another location or CPU; (ii) alterations,
modifications or attempts to change the Software without Synametrics's written approval; (iii) causes external to the
Software, such as natural disasters, the failure or fluctuation of electrical power, or computer equipment failure;
(iv) your failure to maintain the Software at Synametrics's specified release level; or (v) use of the Software with
other software without Synametrics's prior written approval. It will be your sole responsibility to: (i) comply with all
Synametrics-specified operating and troubleshooting procedures and then notify Synametrics immediately of Software
malfunction and provide Synametrics with complete information thereof; (ii) provide for the security of your confidential
information; (iii) establish and maintain backup systems and procedures necessary to reconstruct lost or altered
files, data, or programs.
7. EXPORT CONTROL
Customer shall comply with all applicable laws and regulations with regards to economic sanctions; export controls, import regulations
and trade embargoes (collectively "Export Control Laws"), including those of the European Union and United States (specifically, the Export Administration
Act of 1979 and the Export Administration Regulations ("EAR")). Customer acknowledges that it is not an entity targeted by Export Control Laws nor is it
otherwise owned or controlled by or acting on behalf of any person targeted by Export Control Laws. Further, Customer agrees to ensure that neither
Synametrics Products, nor any related technical information, are:
* Downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control Laws; or
* Used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or biological weapons proliferation; or
* exported to restricted and/or embargoed destinations (including, but are not limited to, Cuba, Iran, North Korea, Sudan, and Syria), prohibited end-user(s); and/or
* participate in prohibited end-use and/or proliferation activities.
Synametrics will not be liable to Customer for any failure to provide Product, as a result of any government action that Synametrics reasonably believes
may adversely impact its obligations under these Purchase Terms, its business, or its reputation.