PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6 AND 7; AND LIABILITY IN SECTION 8. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
As long as you (hereinafter, "User") comply with the terms of this End User License Agreement (hereinafter, "Agreement"), netEOP, Inc. and their authorized agents (hereinafter, "netEOP") grants to User a non-exclusive license to use this Web Application and related Software (hereinafter, "Software") for the purposes described in the Documentation. Some third party materials included in the Software may be subject to other terms and conditions.
The Software and any copies that User is authorized by netEOP to make are the intellectual property of and are owned by netEOP. The structure, organization and code of the Software are valuable trade secrets and confidential information of netEOP. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. User may not copy the Software.
Any copies that User is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. User agrees not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent User may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and User has first requested netEOP to provide the information necessary to achieve such operability and netEOP has not made such information available.
netEOP has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by netEOP or obtained by User, as permitted hereunder, may only be used by User for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the netEOP End User Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give User any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant User any intellectual property rights in the Software.
End User acknowledges that the Software is proprietary to, and a valuable trade secret of, netEOP and is entrusted to the End User only for the purposes set forth in this Agreement.
In consideration of netEOP's disclosure of the Software to End User, End User shall treat the Software with the same degree of care and safeguards that it takes with End User's own trade secrets, but in no event less than a reasonable degree of care. End User agrees that it will not, without netEOP's prior written consent:
End User shall limit use of the Software to those employees, agents and consultants of End User who are performing the evaluation for End User.
The restrictions and obligations contained in this clause shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind End User, its successors, heirs and assigns.
User may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another users computer except as may be expressly permitted herein. User may, however, transfer all rights to Use the Software to another person or legal entity provided that: (a) User also transfer each this Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) User retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which User legally purchased a license to the Software. Notwithstanding the foregoing, User may not transfer education, pre-release, or not for resale copies of the Software or access to the Web application.
The Software is being delivered "AS IS" and netEOP makes no warranty as to its use or performance. netEOP DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS USER MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO USER IN USER'S JURISDICTION, netEOP MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
If the product received with this license is pre-commercial release or beta Software (hereinafter, "Pre-release Software"), then the following Section applies. To the extent that any provision in this Section is in conflict with any other term or condition in this Agreement, this Section shall supercede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. User acknowledges that the Software is a pre-release version, does not represent final product from netEOP, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Consequently, the Pre-release Software is provided "AS-IS", and netEOP disclaims any warranty or liability obligations to User of any kind. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, netEOP LIABILITY SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (US $50) IN TOTAL. User acknowledges that netEOP has not promised or guaranteed to User that Pre-release Software will be announced or made available to anyone in the future, that netEOP has no express or implied obligation to User to announce or introduce the Pre-release Software and that netEOP may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, User acknowledges that any research or development that User performs regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at User's own risk. During the term of this Agreement, if requested by netEOP, User will provide feedback to netEOP regarding testing and use of the Pre-release Software, including error or bug reports. If User has been provided the Pre-release Software pursuant to a separate written agreement, such as the netEOP Serial Agreement for Unreleased Products, User's use of the Software is also governed by such agreement. User agrees that User may not and certify that User will not sublicense, lease, loan, rent, or transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by netEOP of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, User agrees to return or destroy all earlier Pre-release Software received from netEOP and to abide by the terms of the End User License Agreement for any such later versions of the Pre-release Software. Notwithstanding anything in this Section to the contrary, if User is located outside the United States of America or Canada, User agrees that User will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of User's testing of the Software when such date is earlier than the date for netEOP's first commercial shipment of the publicly released (commercial) Software.
IN NO EVENT WILL netEOP BE LIABLE TO USER FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF netEOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN USER'S JURISDICTION. netEOP AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits netEOP's liability to User in the event of death or personal injury resulting from netEOP's negligence or for the tort of deceit (fraud). netEOP is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact netEOP's End User Support Department.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of netEOP. Updates may be licensed to User by netEOP with additional or different terms. This is the entire agreement between netEOP and User relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to US Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. For US Government End Users, netEOP agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
If User is a business or organization, User agrees that upon request from netEOP, User will within thirty (30) days fully document and certify that use of any and all netEOP Software at the time of the request is in conformity with User's valid licenses from netEOP.
If User has any questions regarding this Agreement or if User wishes to request any information from netEOP please use the address and contact information included with this product to contact the netEOP office.
netEOP and netPlanner are either registered trademarks or trademarks of netEOP in the United States and/or other countries.
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