IMPORTANT: PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THIS SOFTWARE.
By receiving, opening the file package, and/or using this product (hereafter referred to in this End User License Agreement as “the Software”) , you agree that this End User License Agreement(EULA) is a legally binding and valid contract and agree to be bound by it. You agree to abide by the intellectual property laws and all of the terms and conditions of this Agreement.
Unless you have a different license agreement signed by Paladin Logic, Limited, your use of ”the Software” indicates your acceptance of this license agreement and warranty.
Subject to the terms of this Agreement, Paladin Logic, Limited grants to you a limited, non-exclusive, non-transferable license, without right to sub-license, to use ”the Software” in accordance with this Agreement and any other written agreement with Paladin Logic, Limited. Paladin Logic, Limited does not transfer the title of ”the Software” to you; the license granted to you is not a sale. This agreement is a binding legal agreement between Paladin Logic, Limited and the purchasers or users of ”the Software”
If you do not agree to be bound by this agreement, remove ”the Software” from your computer now and, if applicable, promptly return to Paladin Logic, Limited any copies of ”the Software” and related documentation and packaging in your possession.
”The Software” and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred, or sub-licensed in whole or in part except that you may make one copy for archive purposes only. For information about redistribution of the software, contact Paladin Logic, Limited.
3. USER AGREEMENT
Your license to use ”the Software” is limited to internal business purposes only (you agree that your company is the end-user).
3.2 License and Maintenance Fees
This license is for unlimited concurrent users of “the Software”, and is licensed under a Perpetual License. In exchange for the license granted, you agree to pay to Paladin Logic, Limited a Perpetual License Fee, in the amount specified in your Paladin Logic, Limited invoice or the current price as specified online at the time of purchase. You also agree to pay to Paladin Logic, Limited, an annual maintenance fee.
Customers who are either current in the first year of their Perpetual License payment or who are current in their Perpetual License payment and annual maintenance fees as defined above shall be entitled to receive all updates and enhancements to “the Software” released by Paladin Logic, Limited.
Updates and enhancements will be provided electronically.
Software Maintenance payments are due and payable each year on the anniversary date of the Perpetual License Fee, at Paladin Logic, Limited’s then-current published rates.
If you do not wish to renew your Software Maintenance, you must notify Paladin Logic, Limited in writing at least thirty days prior to the anniversary date of this Agreement.
If more than twelve months have passed since a customer’s most recent Software Maintenance Fee payment, the customer will be deemed to be “Out of Maintenance,” and Paladin Logic, Limited reserves the right to treat any further updates to “the Software” as entirely new license sales.
Installation of updates and enhancements is not covered under this License Agreement.
3.3 Use Restrictions
You shall use ”the Software” in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, use, display or distribution of ”the Software” together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age, is strictly prohibited.
Each licensed copy of ”the Software” may be used concurrently by the number of users licensed to use the baseline xTuple or PostBooks system. Use of ”the Software” means that you have loaded, installed, or run ”the Software” on a computer or similar device.
You may make one copy of ”the Software” for backup purposes. The assignment, sublicense, networking, sale, or distribution of copies of ”the Software” are strictly forbidden without the prior written consent of Paladin Logic, Limited. It is a violation of this agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the use of ”the Software”. If any person other than those licensed users as described above use ”the Software” registered in your name, regardless of whether it is at the same time or different times, then this agreement is being violated and you are responsible for that violation.
3.4 No Additional Services
Under the terms of this license, Paladin Logic, Limited is responsible for providing periodical maintenance updates to “the Software”. The timing and frequency of these updates are as deemed necessary by Paladin Logic, Limited. Paladin Logic, Limited is not responsible for installing or supporting “the Software”. Paladin Logic, Limited is not responsible for user training or for converting, entering, or verifying any data. Paladin Logic, Limited can provide additional extended maintenance, support, training, and consulting services for a fee under a separate written agreement.
All license sales are final, and no refunds will be offered.
3.6 Copyright Restriction
“The Software” contains copyrighted material, trade secrets and other proprietary material. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile ”the Software”. Nor can you create any derivative works or other works that are based upon or derived from ”the Software” in whole or in part.
Paladin Logic, Limited's name, logo and graphics file that represents ”the Software” shall not be used in any way to promote products developed with ”the Software” . Paladin Logic, Limited retains sole and exclusive ownership of all right, title and interest in and to ”the Software” and all Intellectual Property rights relating thereto.
Copyright law and international copyright treaty provisions protect all parts of ”the Software”, products and services. No program, code, part, image, audio sample, or text may be copied or used in any way by the user except as intended within the bounds of the single user program. All rights not expressly granted hereunder are reserved for Paladin Logic, Limited.
3.7 Limitation of Responsibility
You will indemnify, hold harmless, and defend Paladin Logic, Limited, its employees, agents, and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of Paladin Logic, Limited's Software.
In no event (including, without limitation, in the event of negligence) will Paladin Logic, Limited, its employees, agents, or distributors be liable for any consequential, incidental, indirect, special, or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, ”the Software” or the use or inability to use ”the Software” or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort, or any other theory including negligence.
Except as expressly stated in writing, Paladin Logic, Limited makes no representation or warranties in respect of this Software and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose.
3.9 Governing Law
This Agreement shall be governed by the laws of Texas. Disputes must be settled in the state or federal courts located inTexas. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of United States therefrom. If any provision shall be considered unlawful, void, or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions.
Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this license. You may cure your breach or failure to Paladin Logic, Limited's satisfaction within 30 days after Paladin Logic, Limited has notified you of it. Upon termination of this license granted herein for any reason, you agree to immediately cease use of ”the Software” and uninstall and destroy all copies of ”the Software” and other related materials supplied under this Agreement. The financial obligations incurred by you shall survive the expiration or termination of this license. Paladin Logic, Limited may seek injunctive relief and money damages if you breach this license or fail to perform your obligations.
4. DISCLAIMER OF WARRANTY
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. THIS DISCLAIMER CONCERNS ALL FILES GENERATED AND EDITED BY “THE SOFTWARE” AS WELL.
5. CONSENT OF USE OF DATA
You agree that Paladin Logic, Limited may collect and use information gathered in any manner as part of the product support services provided to you, if any, related to ”the Software”. Paladin Logic, Limited may also use this information to provide notices to you which may be of use or interest to you.