Tornado (ASPdb.Net) SOFTWARE USER AGREEMENT
ASP-db is willing to license the ASP-db Software and the
TORNADO Software and their associated online documentation ("Software") to you
only upon the condition that you agree to and accept all of the terms and
conditions contained in this Software User Agreement ("Agreement"). Please read
the terms carefully before clicking on the "I Agree" button to download the
Software. BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING THE SOFTWARE, YOU
CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE
TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE BUTTON THAT
INDICATES YOU DO NOT ACCEPT THE TERMS AND CONDITIONS AND DO NOT INSTALL THE
ASP-db hereby grants you a limited, non-exclusive, non-transferable license to use
the ASP-db or TORNADO Software downloaded from ASP-db World Wide Web site located
at www.aspdb.com (the "Site") or from other authorized locations on the
World Wide Web in the manner described in this Agreement. The license permits
Use the software on a single workstation or a single server of a computer (or
Load the software into your computer's temporary memory (RAM);
Install the software onto a permanent storage device (a hard drive) as detailed
in the documentation;
Make a single copy the Software for back-up purposes, provided the copy contains
all of the original Software's proprietary notices and that it is only used for
back-up purposes; and
Create printouts of output from the Software for your personal use only.
The license granted hereunder does not permit you to:
Permit other individuals to use the Software except pursuant to the terms and
conditions of this Agreement;
Modify, translate, reverse engineer, de-compile, disassemble, or create
derivative works based on the Software;
Copy the Software other than as specified above; rent, lease, grant a security
interest in, or otherwise attempt to transfer rights to the Software; or
Remove or alter any proprietary notices or labels on the Software when creating
permitted copies of the Software, or permitted printouts of the Software output.
3. NO UNAUTHORIZED
Software is licensed and not sold to you, the end user ("User"), pursuant to the
terms and conditions of this Agreement. You agree and acknowledge that ASP-db and
its licensors transfer no ownership interest in the Software, in the
intellectual property in the Software or in the Site, to you or anyone else
under this Agreement or otherwise, and that ASP-db and its licensors reserve all
rights not expressly granted to you hereunder. Any reproduction or
redistribution of the Software in violation of this Agreement is expressly
prohibited by law, and may result in severe civil and criminal penalties. ASP-db
actively and aggressively enforces its intellectual property rights to the
fullest extent of the law. WITHOUT LIMITING THE FOREGOING, COPYING OR
REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER
REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
4. DISCLAIMER OF WARRANTY AND
EXPRESSLY AGREES THAT USE OF THE SOFTWARE AND THE SITE IS AT THE USER'S SOLE
RISK. THE SOFTWARE AND THE SITE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, RESULTS, OR OTHERWISE. NEITHER ASP-db NOR ANY OTHER PARTY INVOLVED IN
CREATING, PRODUCING, OR DELIVERING THE SOFTWARE OR THE SITE SHALL BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF USE OF THE SOFTWARE OR THE SITE OR INABILITY TO USE THE SOFTWARE OR THE SITE
OR OUT OF ANY BREACH OF ANY WARRANTY OR ANY DAMAGES WHATSOEVER RESULTING FROM
LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION BASED UPON CONTRACT,
NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ARISING OUT OF OR IN CONNECTION WITH THE
USE OR PERFORMANCE OF THE SOFTWARE OR THE SITE. NOTWITHSTANDING THE FOREGOING,
THE TOTAL AMOUNT OF ASP-db'S LIABILITY TO USER SHALL BE LIMITED TO THE AMOUNT USER
PAID FOR THE USE OF THE SOFTWARE AND THE SITE, IF ANY.
You agree to defend, indemnify, and hold harmless ASP-db and
affiliates and all of their employees, agents, directors, officers, proprietors,
partners, representatives, shareholders, servants, attorneys, predecessors,
successors, and assigns, from and against any and all claims, proceedings,
damages, injuries, liabilities, losses, costs, and expenses (including
reasonable attorneys' fees and litigation expenses), relating to or arising from
your use of the Software, the Site, any site of yours that you may link to our
Site as set forth in section 12 or any breach by you of this Agreement.
6. PROPRIETARY RIGHTS.
The Software and all material contained in the Site is protected by law,
including but not limited to United States copyright, trade secret, and
trademark law, as well as other state, national, and international laws and
regulations. The Software is © 1998-2002 USIntertech, Inc. and/or its licensors.
All rights reserved. USIntertech, Inc. also owns a copyright
in the Site as a collective work and/or compilation, and in the selection,
coordination, arrangement, and enhancement of such content. Unauthorized use of
the Software or any material contained on the Site may violate copyright laws,
trademark laws, trade secret laws, the laws of privacy and publicity, and
communications regulations and statutes.
7. SUBMISSIONS TO SITE.
By transmitting any suggestions, information, material, code, databases, or
other content (collectively, "content") to ASP-db, you (a) represent and warrant
that such content does not infringe the intellectual property or proprietary
rights of any third parties (including but not limited to patents, copyrights,
trade secret, or trademark rights) and that you have all rights necessary to
convey such content to ASP-db, and (b) automatically grant to ASP-db the
royalty-free, perpetual, irrevocable, non-exclusive right and license to use,
reproduce, modify, adapt, publish, translate, create derivative works from,
distribute, redistribute, transmit, perform and display such content (in whole
or part) worldwide and/or to incorporate it in other works in any form, media,
or technology now known or later developed for the full term of any rights that
may exist in such content. Further, ASP-db is free to use any ideas, concepts,
know-how, techniques, and suggestions contained in any content or communications
you send to the Site for any purpose whatsoever, including but not limited to
creating, manufacturing, and marketing products and/or services using such
8. DATABASES, JAVA CODE AND
ASP (Active Server Pages) CODE.
The Software permits you to create, display, and post information using unique
"ASP code", "JAVA Code", "databases" and software to be used in connection with
the Software. You agree that you shall not create, display, or post any "ASP
code", "JAVA code", databases and/or software that contain or include (a) nudity
or pornographic material of any kind, including but not limited to material that
exploits children or minors; (b) material that is offensive to the online
community, including expressions of bigotry, prejudice, racism, hatred, or
profanity; (c) material or information about illegal activities or which
promotes harm, injury, or any act of cruelty to persons, property, or animals;
(d) defamatory or libelous statements about any person or group; or (e) material
which infringes the intellectual property or proprietary rights of any third
parties as referenced in Section 7.
9. THIRD PARTY MATERIALS,
SOFTWARE, OR SERVICES.
Third Party Materials on Site: You acknowledge and agree that the Site features
materials provided by users and other third parties, including but not limited
to user-submitted "ASP code", "JAVA Code" and "databases".
ASP-db makes no
representation with respect to, nor does it guarantee or endorse the quality,
non-infringement, accuracy, completeness, timeliness, reliability, or correct
sequencing of, such third party materials or any other materials, which such
third party materials may access. ASP-db expressly disclaims responsibility and
liability for all third-party provided materials contained on or accessed
through the Site.
Third Party Software or Services: You acknowledge that the Software may
incorporate software provided to ASP-db by third parties that was not written or
developed ASP-db or that the Software as provided by ASP-db or as configured by you
may access or be used to access services provided by third parties not
controlled by ASP-db ("Third Party Software or Services"). Without in any way
limiting the generality of the foregoing sections, and anything to the contrary
in this Agreement notwithstanding, ASP-db shall have no liability or
responsibility for the operation or performance of the Third Party Software or
Services and shall not be liable for any damages, costs, or expenses, direct or
indirect, arising out of the performance or failure to perform of the Third
Party Software or Services, or from any claims that the Third Party Software or
Services or the use thereof infringes the copyright or other proprietary rights
of any third party. ASP-DB MAKES NO WARRANTIES OF ANY KIND
WHATSOEVER, AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT IN CONNECTION WITH SUCH THIRD PARTY
SOFTWARE OR SERVICES. You acknowledge and agree that your rights in such Third
Party Software or Services may be subject to the terms (including the
termination provisions thereof) of any license or other agreement, if any,
pursuant to which ASP-db has acquired the right to distribute or provide access to
the Third Party Software or Services, and ASP-db specifically reserves the right
to modify or remove such Third Party Software or Services and to terminate all
of your rights to such Third Party Software or Services under this Agreement at
any time. You agree to cooperate with ASP-db and to take all necessary actions for
any such modification or removal of Third Party Software or Services by ASP-db
contemplated by the foregoing.
10. TERM AND TERMINATION.
This Agreement will take effect at the time you click "I Agree" and begin using
the Software. ASP-db reserves the right at any time to deny you access to the
Software or the Site or any portion thereof, and to terminate this Agreement.
This Agreement and the license granted hereunder will terminate automatically if
you fail to comply with the limitations described herein. Upon termination, you
must destroy all copies of the Software and any related documentation.
11. EXPORT RESTRICTIONS.
This Site is controlled and operated by ASP-db from its offices within the United
States. ASP-db makes no representation that the Software or other materials
accessed through the Site are appropriate or available for use in other
locations, and access to them from territories where their contents are illegal
is prohibited. Those who choose to access the Software or the Site from other
locations do so on their own volition and are responsible for compliance with
applicable local laws. You may not export or re-export any Software received
under this Agreement except in full compliance with all United States laws and
regulations. In particular, none of such Software may be exported or re-exported
into (or to a national or resident of) any country to which the U.S. embargoes
goods, or to anyone on the U.S. Treasury Department's list of Specially
Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.
In addition, you are responsible for complying with any local laws in your
jurisdiction, which may impact your right to import, export or use the Software.
12. RESTRICTED RIGHTS.
If the End User is an agency, department, or other entity of the United States
Government ("Government"), End User's use, duplication, reproduction, release,
modification, disclosure or transfer of the Software is restricted in accordance
with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and
Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for
military agencies. The Software is commercial. Use of the Software by any
Government agency, department, or other entity of the Government, is further
restricted in accordance with the terms of this License, or any modification
hereto. Licensor is USIntertech, Inc., 3912 Wood Lake Drive, Plano, TX
The Software is a unique database tool, which provides linking to databases on
the World Wide Web for your convenience of viewing information and services.
Third parties over which ASP-db exercises no control maintain these sites, and
accordingly ASP-db expressly disclaims any responsibility for the content, the
accuracy of the information, and/or quality of products or services provided by
or advertised on these third-party Web sites. ASP-db has not reviewed all sites
linked to the Site and is not responsible for the contents of any off-site pages
or any other sites linked to the Site, or which may be accessed using the
Software. You are hereby granted a limited-purpose non-exclusive revocable
license to display the unaltered ASP-db and TORNADO logos on your Web site
exactly as they appear in the "Link To Us" section of the tool, in order to
establish a hypertext link from your Web site to the Site, but for no other
purpose. ASP-db reserves the right to revoke this license if you violate the terms
of this Agreement, if your Site is inappropriate or inconsistent with ASP-db's
image in the sole determination of ASP-db, or if you fail to comply with
appropriate quality control measures which ASP-db may promulgate and communicate
with you from time to time. ASP-db assumes no responsibility or liability arising
in any way from your establishment of such a link to the Site using ASP-dbís ASP-db's
or ASPdb.Netís logo.
14. PROHIBITED USES.
The Software is not fault-tolerant and is not designed, manufactured or intended
for use or resale as on-line control equipment in hazardous environments
requiring fail-safe performance, such as in the operation of nuclear facilities,
aircraft navigation or communication systems, air traffic control, direct life
support machines, or weapons systems, in which the failure of the Software could
lead directly to death, personal injury, or severe physical or environmental
damage. Accordingly, ASP-db and its licensors prohibit use of the Software in
connection with such activities, and specifically disclaim any express or
implied warranty of fitness for such activities.
The provisions of Sections 4 -15 and Section 17 of this Agreement will survive
the termination of this Agreement. Failure to insist on strict performance of
any term of this Agreement will not operate as a waiver of any subsequent
default or failure of performance. No waiver of any term of this Agreement will
be valid unless in writing and acknowledged in writing or electronically by both
parties. ASP-db reserves the right to and may update or change the Software, or
the markings, logos, information, or content relating thereto at any time. If a
court of competent jurisdiction adjudges any portion of this Agreement invalid
or unenforceable, the remaining portions will remain valid, enforceable, and
carried into effect.
16. COMPLETE AGREEMENT.
This Agreement represents the complete agreement between the parties concerning
its subject matter. ASP-db may modify this Agreement at any time by publication on
the Site. Your continued use of the Software following notice of any such
modification will be conclusively deemed acceptance of the revised terms of this
Agreement. If any such revision is unacceptable to you, you will terminate use
of the Software immediately.
17. GOVERNING LAW;
Agreement has been made in and will be construed and enforced in accordance with
the laws of the State of Texas excluding its conflict of law provisions, as
applied to agreements entered into and completely performed in Texas. Should a
dispute arise from this Agreement that cannot be resolved by the parties in good
faith negotiations, both parties agree to submit such dispute to arbitration in
Dallas, Texas, before a single arbitrator using the Commercial Rules of the
American Arbitration Association. The non-prevailing party shall bear all costs
associated with such arbitration. To the extent that it may otherwise be
applicable, the parties hereby expressly agree to exclude from the operation of
this Agreement the United Nations Convention on Contracts for the International
Sale of Goods, concluded at Vienna, on April 11th 1980, as amended and as may be
amended further from time to time.
I REPRESENT AND
ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT, UNDERSTAND ITS TERMS, AND AGREE AND
INTEND TO BE LEGALLY BOUND BY IT