IMPORTANT: Read this before installing or using any copy of Lucid8® LLC GOexchange® software (the “SOFTWARE”), regardless of whether such SOFTWARE was distributed to you electronically and/or included on the CD or disk media provided to you with this License Agreement.
If you do not agree to the terms and conditions of the following License Agreement and you:
A. Purchased a license for the SOFTWARE in a package containing a CD-ROM or other disk media, return those items intact, together with the other components of the product, to the place of purchase for a refund of the purchase price.
B. Purchased a license for the SOFTWARE online, follow the directions posted online for obtaining a refund.
C. Obtained the SOFTWARE on a trial or other no-charge basis, terminate all use thereof.
REGARDLESS OF THE MEANS BY WHICH YOU ACQUIRED THE SOFTWARE, IF YOU DO NOT ACCEPT THE FOLLOWING TERMS AND CONDITIONS, YOU MUST DESTROY OR RETURN ALL COPIES OF THE SOFTWARE, AND NONE MAY BE RETAINED FOR USE, ARCHIVING OR ANY OTHER PURPOSE WHATSOEVER.
The following terms and conditions represent a binding legal License Agreement between you (the individual or business or other entity seeking rights to use the SOFTWARE) as licensee and Lucid8® LLC as licensor. INSTALLATION OR USE OF THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
1. “SOFTWARE” DEFINED. For purposes of this License Agreement, the term “SOFTWARE” includes all software furnished to you for use in connection with the GOexchange® application, including software owned by a party other than Lucid8® LLC or which is covered by a separate license offered or granted by a person other than Lucid8® LLC (“third party software”).
2. PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. The SOFTWARE and any accompanying documentation are the proprietary products of Lucid8® LLC or its licensors and are protected under state, federal and foreign laws and international treaty provisions pertaining to copyrights, trademarks, service marks patents and/or other proprietary rights. Ownership of the SOFTWARE and all copies, modifications, translations, and merged portions thereof shall at all times remain with Lucid8® LLC or its licensors, and no rights are granted to you as licensee except as expressly set forth in this License Agreement.
3. GRANT OF LICENSE. The SOFTWARE and accompanying documentation are being licensed to you, which means you have the right to use the SOFTWARE only in accordance with this License Agreement. The SOFTWARE is considered in use on a computer when it is loaded into temporary memory or installed into permanent memory. Lucid8® LLC is not obligated to provide and you acquire no rights of any kind with respect to source code for the SOFTWARE.
4. PERSONAL LICENSE - NONDISCLOSURE. This license is personal to you and may be used only by you, the licensee. Neither the SOFTWARE nor any accompanying documentation nor any rights granted by this License Agreement may be sublicensed, assigned, leased, loaned, sold, or otherwise transferred without the prior express written consent of Lucid8® LLC, which may be withheld in its discretion. Any purported transfer made without such consent shall be null and void. Notwithstanding the foregoing, however, in the event that the server computer on which the SOFTWARE has been installed is transferred to a business entity which owns or is owned by or under common control with you, or in the event of a sale to another business entity of all or substantially all of the business operations for which the SOFTWARE is used, your rights under this License Agreement may be assigned to such business entity with the server upon written notice to Lucid8® LLC. You shall observe complete confidentiality with respect to the SOFTWARE including all related documentation, and shall use your best efforts and take all reasonable steps to protect the SOFTWARE from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. You shall promptly notify Lucid8® LLC of any known unauthorized use or disclosure of the SOFTWARE and will cooperate with Lucid8® LLC in any litigation brought by Lucid8® LLC against third parties to protect its proprietary rights.
5. COMPUTER-SPECIFIC LICENSE. This License Agreement permits the “Server Agent” components of the SOFTWARE to be installed and used on ONE server computer owned or leased by you. “Client Agent” and “Backup Integration Agent” components of the SOFTWARE may be installed on an unlimited number of computers within the same domain as the server computer on which the Server Agent components have been installed, but solely for the purpose of accessing the Server Agent components. Once the Server Agent components of the SOFTWARE have been installed on ONE specific server computer they may not be installed or used on any additional server computers without purchasing additional licenses. Notwithstanding the foregoing, if the server computer on which the Server Agent components have been installed is to be replaced, then upon payment of a license transfer fee (which shall not exceed 2% of the amount of the license fees paid for the SOFTWARE, if you are then under a SOFTWARE maintenance agreement with Lucid8® LLC and no maintenance fees are past due); submission of a written certification (a) that the Server Agent components of the SOFTWARE have been uninstalled and deleted from the server computer being replaced and (b) that the license for that server has been revoked; and upon satisfaction of any other conditions then published on Lucid8® LLC’s website, the Server Agent components of the SOFTWARE and supplied replacement license may be installed on the replacement server computer and may thereafter be used on such replacement server computer subject to the terms of this License Agreement.
6. MAINTENANCE AND SUPPORT. Lucid8® LLC may provide you with customer support and/or SOFTWARE upgrades, enhancements or modifications, for a separate charge and pursuant to the terms posted on the Lucid8® LLC website, as such terms may change from time to time. All upgrades, enhancements or modifications to the SOFTWARE, and all support information pertaining thereto, shall be deemed to be part of the SOFTWARE licensed by this agreement, and all rights of usage thereof shall terminate upon the termination of this license.
7. TERM. This license is effective from your date of purchase and shall remain in force until terminated. You may terminate the license and this License Agreement at any time by destroying the SOFTWARE and the accompanying documentation, together with all copies in any form. Lucid8® LLC may terminate your rights under this License Agreement for good cause, including the failure to make timely payment of any amounts due to Lucid8® LLC, and all such rights shall be deemed terminated in the event that you use or permit others to use the SOFTWARE in violation of the terms of this License Agreement.
8. CLIENT REFERENCE. Lucid8® LLC may include your entity’s name in listings of Lucid8 software licensees published on its website or in other promotional materials.
9. BACKUP COPY. Only ONE copy of the SOFTWARE may be created for archival or backup purposes.
10. NON-PERMITTED USES. Without the express prior written permission of Lucid8® LLC, you may not (a) use, copy, modify, alter or transfer, electronically or otherwise, the SOFTWARE or documentation except as expressly permitted in this License Agreement, (b) translate, reverse program, disassemble, decompile, or otherwise reverse engineer the SOFTWARE; or (c) create derivative works (as defined by U.S. copyright laws) incorporating or based upon the SOFTWARE or any portion thereof.
11. EXPORT CONTROLS. You acknowledge that this product is of U.S. origin. Certain uses of the SOFTWARE by you may be subject to restrictions under U.S. regulations relating to exports and ultimate end users of computer software. You agree to fully comply with all applicable U.S. laws and regulations, including but not limited to the regulations of the U.S. Bureau of Industry and Security as amended from time to time. For additional information, see http://www.bis.doc.gov. If you purchased a license for the SOFTWARE for installation on a computer located outside the U.S., you agree not to re-export the SOFTWARE to any other country.
12. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are acquiring the SOFTWARE on behalf of any unit or agency of the United States Government, the following provision applies: It is acknowledged that the SOFTWARE and the documentation were developed at private expense and that no part is in the public domain and that the SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the Software by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein.
13. DISCLAIMER OF WARRANTY AS TO TRIAL SOFTWARE. LUCID8® LLC DISCLAIMS ANY WARRANTY WITH RESPECT TO SOFTWARE OBTAINED BY YOU ON A TRIAL OR OTHER NO-COST BASIS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
14. LIMITED WARRANTY AS TO PURCHASED SOFTWARE. With respect to SOFTWARE licenses which you have purchased:
(a) Lucid8® LLC warrants to the original licensee end user (i) that the SOFTWARE, other than third-party software, will perform substantially in accordance with the accompanying documentation and (ii) that the SOFTWARE is properly recorded on the disk media. This Limited Warranty extends for ninety (90) days from the date of purchase. Lucid8® LLC does not warrant any third-party software that is provided with the SOFTWARE, but Lucid8® LLC agrees to pass on to you any warranties of the owner or licensor of such third party software to the extent permitted by the owner or licensor.
(b) This Limited Warranty does not apply to any SOFTWARE that has been altered, damaged, abused, misapplied, or used other than in accordance with this license and any instructions included on the SOFTWARE and the accompanying documentation.
(c) Lucid8® LLC’s entire liability and your exclusive remedy under this Limited Warranty shall be the repair or replacement of any SOFTWARE that fails to conform to this Limited Warranty or, at Lucid8® LLC option, a refund of the price paid for the SOFTWARE. Lucid8® LLC shall have no liability under this Limited Warranty unless the SOFTWARE is returned to Lucid8® LLC or its authorized representative, with a copy of your purchase receipt, within the warranty period. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or 30 days from the date it is delivered to you , whichever is longer.
(d) THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.
(e) THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.
(f) Your failure to return the enclosed registration card or complete the electronic registration included with the SOFTWARE may result in Lucid8® LLC’s inability to provide you with updates to the SOFTWARE. LUCID8® LLC accepts no responsibility and you assume the entire risk of any errors or non-performance which could have been avoided if LUCID8® LLC had been able to provide you with such updates.
15. LIMITATION OF LIABILITY. EXCEPT AS PROVIDED BELOW RELATING TO INFRINGEMENT, LUCID8® LLC’S LIABILITY ARISING FROM OR RELATED TO ANY OF THE SOFTWARE SHALL IN NO EVENT EXCEED THE LICENSE FEES ACTUALLY PAID BY YOU FOR SUCH SOFTWARE. EXCEPT FOR A RETURN OF THE PURCHASE PRICE UNDER THE CIRCUMSTANCES PROVIDED UNDER THE LIMITED WARRANTY OR ANY AWARDED DAMAGES UNDER THE INFRINGEMENT INDEMNITY SET FORTH BELOW, NEITHER LUCID8® LLC NOR ITS LICENSORS OR DISTRIBUTORS SHALL IN ANY EVENT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF LUCID8® LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. The foregoing provisions shall have the full effect permitted under applicable law. However, because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, some or all of the above limitation may not apply to you.
16. INFRINGEMENT. If a third party claims that the SOFTWARE infringes any U.S. or foreign patent, copyright, trademark, trade secret or other intellectual property right, you will promptly notify Lucid8® LLC in writing with respect to such claim. Lucid8® LLC shall defend, indemnify and hold you harmless from any such claim which interferes or threatens to materially interfere with your use of the SOFTWARE. Lucid8® LLC shall have the sole right to control the defense of any such claims and any settlement thereof, and you will provide reasonable cooperation and assistance in connection with such defense. If an injunction or other relief is granted with respect to an infringement claim, precluding your use of the SOFTWARE, Lucid8® LLC at its option and expense will either (a) procure for you the right to continue using the SOFTWARE; (b) replace or modify the affected SOFTWARE with functionally equivalent non-infringing software; or, if neither (a) nor (b) is commercially feasible, then (c) terminate this license and refund all license fees paid by you with respect to the SOFTWARE, conditioned upon your return of the SOFTWARE and/or your written certification that all copies of the SOFTWARE have been removed from your computer(s) and destroyed. Notwithstanding the foregoing, Lucid8® LLC shall have no liability for any third party claim of infringement based upon (i) SOFTWARE which has been altered by any person or entity other than Lucid8® LLC; (ii) SOFTWARE which has been used, operated or combined with non- Lucid8® LLC software, data or equipment and such infringement would have been avoided but for such use, operation or combination; or (iii) SOFTWARE which has been installed or used in a manner contrary to the instructions contained in documentation provided by Lucid8® LLC in connection with the SOFTWARE.
17. OTHER PROVISIONS. This License Agreement constitutes the entire agreement between you and Lucid8® LLC pertaining to its subject matter. This License Agreement is governed by the laws of the State of Washington. Any litigation arising from this license may be pursued only in the state or federal courts located in the State of Washington, and the prevailing party in such litigation shall be entitled to recover its reasonable attorney’s fees, expenses and costs from the non-prevailing party. Even if part of this agreement is held invalid, the rest of the agreement is still valid, binding and enforceable. The failure of either party to exercise a right does not waive future exercise of that right or other rights.
For further information: Should you have any questions concerning this Agreement, or if you desire to contact Lucid8® LLC for any reason, please write:
8452 North Mercer Way Mercer Island, WA 98040, U.S.A.
Copyright © 1998-2019, Lucid8® LLC. All rights reserved.