New Atlanta JTurbo(tm) Software License Agreement
This Software License Agreement ("SLA") is a legal contract between you and New Atlanta Communications, LLC ("NAC") that specifies your rights and obligations regarding the JTurbo software products, and other related materials (the "Software"). As part of the software download and installation process, you will be asked to accept and be bound by the terms and conditions of this SLA. Carefully read the following terms and conditions before installing or using the Software. If you have previously signed a separate SLA with NAC, or with an NAC authorized agent/distributor, the terms and conditions of that agreement shall govern. You expressly agree that any varying or additional terms contained in any purchase order or any other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. If you do not agree with the terms and conditions of this SLA, do not download, install, or use the Software; promptly delete and destroy all copies of the Software in your possession.
BY DOWNLOADING, INSTALLING OR USING ANY COPY OF THE SOFTWARE, YOU ACKNOWLEDGE AND CONFIRM THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SLA.
1. SOFTWARE PRODUCTS AND LICENSE GRANT VERSIONS.
The Software is available in four versions: a) limited use Trial version, b) full use thirty (30) day Evaluation version, c) full use Development version, and d) full use Commercial version. This SLA governs all four versions of the Software. The Development and Commercial versions require you to pay a license fee. The Trial and Evaluation versions are provided without charge (but do not constitute "free" software) and are subject to the terms and conditions of this SLA.
A. Trial Version Software. Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable license to download, install and use the Software on an unlimited number of computers. The Trial version contains built-in limitations that prevent it from being used effectively in production environments; you agree not to circumvent these limitations by any means, including modifying the Software or its configuration files. You may use this Software solely to evaluate its applicability to your internal processing or application development requirements. The Trial version may not be used for any commercial deployment or production purposes as these activities require a Commercial version license, which may be obtained via the web site or by contacting a NAC account representative.
B. Evaluation Version Software. Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable license to download, install and use one (1) copy of the Software for an evaluation period of thirty (30) days from the date you download the Evaluation version or the date you receive an Evaluation license key. You may use this Software solely to evaluate its applicability to your internal processing or application development requirements on a single computer. At the end of the evaluation period, this license shall terminate and you must discontinue use of the Software. The Evaluation version may not be used for any commercial deployment or production purposes, as these activities require a Commercial Version license, which may be obtained via the web site or by contacting a NAC account representative.
C. Development Version Software. Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable, fee-bearing license to download, install and use the Software for Development use on the number of machines for which you have properly licensed and paid. You may use this Software solely for development and testing purposes. The Development version may not be used for any commercial deployment or production purposes, as these activities require a Commercial version license, which may be obtained via the web site or by contacting a NAC account representative.
D. Commercial Version Software. Subject to this SLA, NAC grants you a limited, non-exclusive, non-transferable, non-assignable, non-sub-licensable, fee-bearing license to download, install and use the Software on a) the number of Client machines for which you have properly licensed and paid; or, b) a single Server machine for which you have properly licensed and paid.
2. USE OF SOFTWARE.
In addition to the license grant rights under Section 1, you may (i) transfer the Software from one Server machine to another provided you delete the Software from the first machine; however, you may not install the Software on more than one machine at any given time without prior written permission from NAC; (ii) make one (1) machine-readable copy of the Software including copyright notices for archival purposes; and (iii) make copies of the Software as part of normal backup procedures. Except as explicitly stated in this paragraph, NAC reserves all other rights not expressly granted to you. You agree not to (i) modify, port, translate, reverse engineer, disassemble, de-compile, derive source code, or create derivative works based on, nor permit any other party to derive or attempt to derive the source code of the Software by any means; (ii) copy the Software except as stated above; (iii) remove, or allow to be removed, any NAC or its Licensors copyright or other proprietary rights notice from any Software; (iv) take any action that causes the Software to be placed in the public domain; (v) use the Software to develop an application having the same primary function as the Software; (vi) sell, lease, rent, transfer or assign the Software to others or grant others the right to use it; (vii) market, distribute or sublicense copies of the Software to others (unless a separate VAR/OEM or Reseller Agreement is effective); or (viii) use the Software for third-party training, commercial time-sharing (hosting or ASP), rental or service bureau purposes (unless a separate VAR/OEM or Reseller Agreement is effective).
3. OWNERSHIP OF THE SOFTWARE.
Title, ownership and all intellectual property rights in and to the Software belong exclusively to NAC and its licensors (which licensors shall have third party beneficiary rights to the extent permitted by applicable law). You agree to look only to NAC for any damages or other remedy relating to the Software. The Software is protected by US copyright laws, other intellectual property laws and international treaties. Unauthorized copying of the Software is expressly prohibited.
4. LIMITED WARRANTIES
4.1 NAC Trial and Evaluation Version Software. NAC provides no warranties or remedies, whether express or implied, for the trial and evaluation version. The Software is provided "AS IS".
4.2 NAC Development and Commercial Version Software. NAC warrants that (i) it has full right to enter into and perform this SLA; (ii) to the best of NAC's knowledge, the Software does not violate any intellectual property rights of a third party under applicable patent or copyright laws; and (iii) during the first sixty (60) days of normal use from the date of purchase from NAC, the Software will perform substantially in accordance with the User Documentation.
4.3 EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, YOU ACCEPT THE SOFTWARE "AS IS", WITH NO OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, OR IMPLIED BY STATUTE, COMMON LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NAC makes no representations, warranties, conditions or guarantees that the Software, (i) will satisfy your requirements or function without interruption, errors or defects, (ii) the results that may be obtained from the use of the Software or materials will be effective, accurate or reliable, and (iii) the applications developed with the Software or regarding Software which has been modified or altered by any party other than NAC or to any problems caused by computer hardware or operating systems. Some states or jurisdictions or not allow the exclusion of implied warranties; therefore the warranty language above may not apply to you. In such case, NAC's liabilities shall be limited by the provision below.
5. LIMITATION OF LIABILITY
IN NO EVENT WILL NAC OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR LOST PROFITS) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NAC'S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR A CLAIM OF ANY KIND RELATED TO THIS SLA, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO NAC FOR THE SOFTWARE INVOLVED IN THIS CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS SLA MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE EVENTS WHICH GAVE RISE TO THE CAUSE OF ACTION OCCURRED.
6. TERM AND TERMINATION
This SLA shall be perpetual except that NAC may terminate your right to use the Software upon notice to you (which may be delivered electronically by the same means as the Software is distributed) and by refunding the entire amount paid by you for the Software, and you may terminate this SLA at any time by destroying or erasing your copies of the Software. Upon the termination of this SLA, you must discontinue all use of the Software and remove the Software from all computers owned or controlled by you.
7.1 NAC reserves the right at any time to cease the support of the Software, and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of the Software.
7.2 This SLA may not be assigned by you without written consent of NAC. Notwithstanding the above, this SLA shall be binding upon and inure to the benefit of the successors or assigns of the parties.
7.3 This SLA contains the entire agreement and understanding between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements, negotiations, proposals and communications between the parties on this subject matter. All modifications to this SLA must be in writing and signed by both parties. This SLA takes precedence over any purchase order issued by you, which is accepted by NAC for administrative convenience only. If any court of competent jurisdiction determines that any provision of this SLA is invalid, such portion shall be deemed eliminated and the remainder of this SLA shall remain in effect in accordance with its terms as modified by such deletion. Failure or delay of either party to exercise any right or remedy hereunder shall not constitute a waiver of rights or remedies under this SLA.
7.4 This SLA is governed by the laws of the State of Georgia.
7.5 This SLA is subject to all applicable laws and regulations of the US Government (and any other jurisdiction where the Software is lawfully used), and to all administrative acts of the US Government pursuant to such laws and regulations. You hereby certify that you will not directly or indirectly, export, re-export, or transship the Software or related information. Products intended for use within or for any US Federal Government agency are provided with "Restricted Rights" as defined in the FAR 52.227-19 or DFARS 252.227-7013.
New Atlanta Communications, LLC 08/04/2005