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VERY IMPORTANT - READ CAREFULLY: This Software License Agreement (hereinafter, this "LICENSE") is a legal agreement between you (either an individual or a single entity) and SetPower Software LLC  ("SetPower"), for the software containing this LICENSE or products identified on the disk or CD-ROM enclosed with the package which contain computer software and associated media and printed materials, and may include "on-line" or electronic documentation (the "SOFTWARE").

This product may incorporate intellectual property owned by Microsoft Corporation. The terms and conditions upon which Microsoft is licensing such intellectual property can be found at http://www.microsoft.com/whdc/XPS/XpsLicense.mspx.

IT IS NECESSARY FOR YOU TO AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BEFORE YOU ARE PERMITTED TO CONTINUE TO INSTALL THE SOFTWARE. BY DOWNLOADING, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS ON LIABILITY AND TERMINATION PROVISIONS. 

I. OWNERSHIP; LICENSE GRANT.

This is a license agreement and NOT an agreement for sale. SetPower continues to own the copy of the SOFTWARE contained on the disk or CD-ROM and all copies thereof. Your rights to the SOFTWARE are specified in this LICENSE, and SetPower retains all rights not expressly granted to you in this LICENSE. SetPower hereby grants to you, and you accept, a non-exclusive, non-transferable license to use, copy and modify the SOFTWARE only as authorized below.

II. PERMITTED USES.

This LICENSE grants you the following rights:

A. The SOFTWARE is licensed per individual developer. You may make copies on more than one computer, as long as the use of the SOFTWARE is by the same developer.  The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (e.g., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, or other storage devise) of that computer. However, installation on a network server for the sole purpose of internal distribution to one or more other computer(s) shall not constitute "use" for which a separate license is required, provided you have a separate license for each computer to which the SOFTWARE is distributed.

B. Solely with respect to electronic documents included with the SOFTWARE, you may make a copy (either in hardcopy or electronic form) for each developer for which the Software has been licensed as described in Section II.A, above;provided, that such copies shall be used only by such developer for internal purposes and are not to be republished or distributed to any other third party or developer.

III. PROHIBITED USES.

You may not, without the prior written permission of SetPower:

A. Disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of SOFTWARE provided in object code form only.

B. Use, copy, modify, or merge copies of the SOFTWARE and any accompanying documents except as permitted in this LICENSE.

C. Transfer, rent, lease, or sublicense the SOFTWARE.

D. Separate the software programs comprising the SOFTWARE for use by more than one user at a time.

IV. SOURCE CODE.

A. Provided you have purchased a license to the source code, you may make modifications, enhancements, derivative works and/or extensions to that licensed source code provided to you under the terms set forth in this section IV.

While SetPower does not claim any ownership rights in applications, frameworks or components developed using the SOFTWARE, in the event you develop any modifications, enhancements, derivative works and/or extensions to the licensed source code, either independently or jointly with SetPower, such modifications, enhancements, derivative works and/or extensions and all rights associated therewith will be the exclusive property of SetPower. You will not grant, either expressly or impliedly, any rights, title, interest, or licenses to any such modifications, enhancements, derivative works and/or extensions to any third party. You will, however, be entitled to use such modifications, enhancements, derivative works and/or extensions under the terms set forth in this agreement. You hereby assign all right, title and interest in and to such modifications, enhancements, derivative works and/or extensions to the licensed source code to SetPower. You also agree to execute, acknowledge and deliver to SetPower all documents and do all things SetPower deems necessary or desirable, at no cost to you but at SetPower expense, to enable SetPower to obtain and secure such modifications, enhancements, derivative works and/or extensions anywhere in the World. You agree to secure all necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations.

  • You may not distribute SetPower's source code, or any modification, enhancement, derivative work and/or extension thereto, in source code form.
  • The source code contained herein and in related files is provided to the registered developer for the sole purposes of education and troubleshooting. Under no circumstances may any portion of the source code be distributed, disclosed or otherwise made available to any third party without the express, prior written consent of SetPower.
  • Under no circumstances may the source code be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any SetPower product. You will not take any action, or assist or otherwise aid anyone else in taking any action, that would limit SetPower’ independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.
  • You will not modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereon or therein without the express, prior written consent of SetPower.
  • If you purchase any license that includes source code in your organization, all licenses for the same product in your organization must be purchased with source code.
  • YOU UNDERSTAND AND ACKNOWLEDGE THAT SOURCE CODE IS LICENSED AS IS, AND THAT SetPower DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.

V. REDISTRIBUTABLE COMPONENTS.

A. In addition to the license and rights granted in Sections I and II, SetPower grants you a nonexclusive, royalty-free right to reproduce and distribute the object code version of those portions of the SOFTWARE designated in the SOFTWARE as (i) those portions of the SOFTWARE which are identified in the documentation as the DLL Controls and/or class files (ii) those portions of the SOFTWARE which are identified in the documentation as REDISTRIBUTABLE DLLs ("DLLs") (collectively the "REDISTRIBUTABLES"); provided:
  • You distribute the REDISTRIBUTABLES in object code form only in conjunction with and as part of your software application product which adds significant and primary functionality; and
  • You do not use SetPower' name, logo or trademarks to market your software application product; and
  • You include a valid copyright notice on your SOFTWARE.

B. In addition to the other requirements set forth in this Section V, you hereby agree to indemnify, hold harmless, and defend SetPower from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising from or related to any claim, action, proceeding or allegation that arises or results, either directly or indirectly, from the use and distribution of any of your software application product(s) or components.

VI. U.S. EXPORT REGULATIONS.

U.S. law prohibits SetPower, its Licensees and resellers from exporting its products to, or supporting customers or resellers in, certain countries. For specific questions regarding export regulations and a list of specific countries on the U.S. embargo list, please visit the Bureau of Industry and Security web site at http://www.bis.doc.gov

As a condition of the grant of this license or other right by SetPower in its products to Licensee or Reseller, Licensee and/ or reseller agrees that it will not to export or re-export any SetPower-origin software, instruction manuals, technical information, or data or any direct products of such software, instruction manuals, technical information, or data, either directly or indirectly, to any country or countries where such export or re-export would violate U.S. export control laws or regulations without first obtaining any required export license or other U.S. government approval.

IX. COPYRIGHT.

All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animation, video, audio, music, text and "applets" incorporated into the SOFTWARE) and the accompanying printed materials are owned by SetPower or its suppliers. The SOFTWARE is protected by United States copyright laws and international treaty provisions. All rights are reserved worldwide. You must treat the SOFTWARE like any other copyrighted material, except that you may, in addition to the copies permitted in this LICENSE, make one copy of the SOFTWARE solely for backup or archival purposes. No part of the accompanying printed materials may be reproduced, transmitted, transcribed, stored in any retrieval system, or translated into any language by any means without the express prior written permission of SetPower.

X. TERMINATION.

This LICENSE and your right to use the SOFTWARE will terminate immediately without notice from SetPower if you fail to comply with the terms and conditions of this LICENSE. Upon termination, you agree to destroy the SOFTWARE, including all accompanying documents and copies. This is in addition to and not in lieu of any criminal, civil or other remedies available to SetPower. SetPower credit policy will apply. SetPower credit policy is available upon request.

XI. CONFIDENTIALITY.

You acknowledge that the SOFTWARE and any source code provided to you pursuant to this LICENSE, as well as any modification, enhancement, derivative work and/or extension thereto includes valuable trade secrets of SetPower. You agree to maintain in confidence the SetPower Source Code (in source code form), and any modification, enhancement, derivative work and/or extension thereto, by using at least the same physical and other security measures as you use for your own confidential technical information and documentation, but in no event less that a commercially reasonable standard of care. You further agree not to disclose the SetPower Source Code (in source code form), or any aspect thereof, or any modification, enhancement, derivative work and/or extension thereto, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the SOFTWARE and who are bound to protect such information against any other use or disclosure. You agree to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on SetPower' information, or approved in writing for release by SetPower without restriction.

XII. U.S. GOVERNMENT RESTRICTED RIGHTS.

Any SOFTWARE and documentation which is provided to the United States of America, its agencies and/or the U.S. Government ("the Government") is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in 48 C.F.R. 2.101 (October 1995), consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 C.F.R. 12.212 (September 1995) and in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013 (C)(1)(ii), or their successors, as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7204-4 (June 1995), or any successor regulations, this Software is provided to Government users pursuant to the terms and conditions herein. Manufacturer is SetPower, Inc., 50 Millstone Road, Bldg 200, Suite 150, East Windsor, NJ 08520.

XIII. LIMITED WARRANTY.

A. Except with respect to REDISTRIBUTABLES and source code, which are provided "AS IS," without warranty of any kind, SetPower warrants that the SOFTWARE will perform substantially in accordance with the accompanying materials for a period of thirty (30) days from the date of receipt. SetPower does not warranty that the SOFTWARE will be error-free. SOURCE CODE IS LICENSED "AS IS". SetPower DOES NOT PROVIDE ANY TECHNICAL SUPPORT FOR SOURCE CODE.

B. SetPower' and its suppliers' entire liability, in contract, tort or otherwise, and your exclusive remedy under the performance warranty set forth in Section XI.A, shall be, at SetPower' option, either (a) return of the purchase price paid, or (b) repair or replacement of the defective SOFTWARE. SOFTWARE purchased other than directly from SetPower shall be returned to the place it was purchased. This limited warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original thirty (30) day period.

C. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION XI, SetPower AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE.

XIV. LIMITATION OF LIABILITIES.

SetPower' liability, whether in contract, tort, or otherwise, arising out of Licensee's use of, or in connection with, the SOFTWARE, or otherwise under this Agreement, shall not exceed the amount of the license fee paid by you to SetPower. IN NO EVENT SHALL SetPower OR ITS SUPPLIERS BE LIABLE FOR ANY 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, EVEN IF SetPower HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or the exclusion of implied warranties or limitations on how long a warranty may last, so the limitations in Sections XI and XII may not apply to you.

XV. THIRD PARTY COMPONENTS.

A. The SOFTWARE may include certain third party components (“MS-PL Components”) licensed under the Microsoft Permissive License (“MS-PL”). A list of included MS-PL Components and their respective licenses shall be provided upon request.

B. To the extent required by the MS-PL, the terms of such license will apply in lieu of the terms of this Agreement, and SetPower, Inc. hereby represents and warrants that the license granted to such MS-PL Components will be no less broad than the license granted in this Agreement. To the extent the terms of the license applicable to MS-PL Components prohibit any of the restrictions in this agreement with respect to such MS-PL Components, such restrictions will not apply to such MS-PL Components.

C. The MS-PL Components are provided “as is” by the third party licensors who disclaim all liabilities, damages, (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the MS-PL Components. The MS-PL Components are excluded from any indemnity provided by SetPower Inc. in this license. Nothing in the foregoing affects any performance warranty provided by SetPower Inc. with regard to the SOFTWARE as a whole.

XVI. MISCELLANEOUS.

In the event of invalidity of any provision of this LICENSE, the parties agree that such invalidity shall not affect the validity of the remaining portions. You agree that you will not export or re-export the Software without the appropriate United States or foreign government licenses. This LICENSE is governed by the laws of the State of Pennsylvania as applied to agreements entered into and to be performed entirely within New Jersey. This is the entire agreement between you and SetPower which supersedes any prior agreement, whether written or oral, relating to this subject matter.