MENUPLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“AGREEMENT”). IF YOU DO NOT AGREE WITH THEM, YOU SHOULD NOT DOWNLOAD THE SOFTWARE.
This Agreement is made as of the date of the acceptance of the terms of this Agreement (“Effective Date”) and is between Reprise Software, Inc. (“Reprise”, “we”) and the party which has accepted these terms, including by installing and/or using the Software or by “clicking to accept” the terms of this Agreement (“Licensee”, “you”). The individual agreeing to this Agreement represents and warrants that it is authorized to accept this Agreement on behalf of its entity as an authorized representative of such entity.
FOR THE AVOIDANCE OF DOUBT, LOADING OF THE SOFTWARE ONTO A COMPUTER INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT:
Any software program loaded onto your computer from this site (the “Software”) is temporarily licensed (not sold or given) to you only for evaluation use during the test period specified in the license keys (the “Term”); and Reprise Software, Inc. (“Reprise”), or its licensor, retains all right, title, and interest in and to the Software and related documentation (and any copy thereof).
CONFIDENTIAL INFORMATION. You agree not to disclose information regarding the testing of the Software to any third party without the prior written consent of Reprise.
LICENSE: You may use the Software internally (at the location to which the Software is downloaded) solely to test features and usefulness, in accordance with instructions from Reprise. It is expressly agreed that you will not use the Software (or any portion thereof) to develop, or to assist others to develop, software programs whose purpose is software license management. Any portion of the Software merged into other software will continue to be subject to the terms and conditions of this Agreement.
RESTRICTIONS: You may not use the Software for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, reproduction, disclosure, reverse engineering, disassembly, modification, use for any purpose other than evaluation, and/or distribution by any means of the Software are prohibited, except as provided for in this Agreement. Any attempt to transfer any of the rights or obligations hereunder is void. You may not rent, lease, loan or resell the Software. No product downloaded from this site may be used in any product which has as its primary purpose license management. You may not use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
TERM: This Agreement is effective until: (a) the Software license keys temporarily provided to you by Reprise expire, (b) you acquire a regular license from Reprise, or (c) the Agreement is terminated as further provided below. Reprise may terminate this Agreement at any time, without cause, upon 5-days’ days prior written notice. You may terminate it at any time by destroying and disposing of the Software together with all copies and merged portions in any form. This Agreement will immediately and automatically terminate without notice if you fail to comply with any term or condition of this Agreement. You agree upon termination to promptly destroy the Software together with all copies and merged portions in any form and provide Reprise with notice.
TESTING PROGRAM: You agree to answer questions from time to time regarding the Software evaluation, and to work with Reprise, as is reasonable, to identify and determine the source of any problems encountered with the Software.
WARRANTY DISCLAIMER: THE SOFTWARE IS PROVIDED ONLY FOR EVALUATION PURPOSES ON AN “AS IS” BASIS. REPRISE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. REPRISE MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. Features included in the Software may or may not be included in any subsequent general release product.
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REPRISE SOFTWARE, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, 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 REPRISE SOFTWARE, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SHALL BE TRUE EVEN IN THE EVENT OF THE FAILURE OF AN AGREED REMEDY. IN ANY CASE, REPRISE SOFTWARE, INC.’S ENTIRE LIABILITY FOR CLAIMS ARISING OUT OF USE OF THE SOFTWARE, SERVICE OR ARISING FROM ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (A) AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE OR SERVICE COMPLAINED OF AND (B) $500 U.S. DOLLARS. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EXPORT RESTRICTIONS: The Software is subject to United States export laws and regulations. Licensee must comply with all domestic and international export laws and regulations that apply to the Software. In particular, Licensee agrees that the Software shall not be exported, re-exported, transferred, used, sold, resold, delivered, diverted, or retransferred, directly or indirectly, contrary to United States government export control laws, regulations, policies, and executive orders.
Without limiting the foregoing, the Software is prohibited for export, re-export, or transfer to embargoed countries of Cuba, Iran, North Korea, Syria, and Crimea (Ukraine/Russia), as well as, to any party on a U.S., EU, or other applicable restricted party list, including without limitation the U.S. Department of Treasury, Office of Foreign Assets Control’s Specially Designated Nationals (“SDN”) or other economic sanctions lists, the U.S. Department of Commerce’s Entity List or Denied Party List, or in violation of any applicable laws and regulations, including those relating to export controls, embargoes, and economic sanctions.
Additionally, absent an authorization from the U.S. government if required under the U.S. Export Administration Regulations, the Software is prohibited for export, re-export, or transfer to any person or entity which will use it for end-uses proscribed by U.S. export control regulations, including certain chemical and biological weapons, nuclear energy or explosive activities, missiles/rocket/unmanned air vehicle systems, military uses and terrorism related activities.
Licensee also agrees to indemnify Reprise for any costs, including but not limited to penalties, damages, claims, demands, losses, or attorney’s fees and costs, that Reprise may incur as a result of any potential or actual violation of this provision by Licensee.None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported in violation of any applicable laws or regulations.
FOR USERS IN A U.S. GOVERNMENT AGENCY: The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar or successor clauses in the DOD or NASA FAR Supplement. Contractor/manufacturer is Reprise, Inc., P.O. Box 52708, Bellevue, Washington 98015, U.S.A.
GENERAL: This Agreement will be governed by the laws in force in the State of Washington. Licensee and any unlicensed user agree that the Courts in King County, Washington shall have sole jurisdiction and venue over any dispute arising out of this Agreement and Use of the Software. The prevailing party shall be awarded reasonable costs and expenses for any legal proceedings relating to this Agreement, including reasonable attorneys’ fees and costs of Court. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. For International Users: This Agreement has been written in the English language. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. By loading the Software you waive any rights you may have under the law of your country to have this Agreement written in the language of that country.
Should you have any questions concerning this Agreement, you may contact Reprise at info@reprisesoftware.com.
Last update: August 2023