License Agreement

5Nova End User License Agreement for CMXtras

(Last Updated October 11, 2013)

IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (CMXtras.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the "Licensee" or "You"), AND 5NOVA CORPORATION ("5Nova" or "Licensor"). BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY 5NOVA THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.

THE SOFTWARE PRODUCT IS PROTECTED BY U.S. COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. 5NOVA IS AND SHALL REMAIN THE OWNER OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE SOFTWARE PRODUCT IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, PERSONAL BASIS, NOT SOLD.

1. DEFINITIONS.

1.1 "Software" means the binary object code versions of the product, together with the updates, upgrades, modifications or enhancements owned and provided by 5Nova to You pursuant to this EULA.

1.2 "Computer" means the hardware, if the hardware is a single computer system whether physical or virtual, or shall mean the computer system with which the hardware operates, if the hardware is a computer system component.

2. GENERAL USE.

2.1 Individual Components. This Software is an application made up of individual software components, each of which was individually written and copyrighted.

2.2 Third Party Software and/or Components. ANY THIRD PARTY SOFTWARE, INCLUDING ANY THIRD PARTY'S PLUG-IN, THAT MAY BE PROVIDED WITH THE SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT. 5NOVA IS NOT RESPONSIBLE FOR ANY THIRD PARTY'S SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE. YOU MAY ACCESS ANY THIRD PARTY LICENSE INCLUDED WITH THE SOFTWARE YOU HAVE PURCHASED AT http://www.cmxtras.com/3rdPartySoftware.

2.3 Collective Work. The Software is a collective work under U.S. Copyright Law. Upon installation of this Software, 5Nova hereby grants You the following license to use the Software in Your facility subject to the terms contained herein subject to the licenses referenced herein.

3. TRIAL LICENSE.

5Nova Corporation ("5Nova") grants to you a non-exclusive, non-transferable, Trial License for limited use of the Licensed software, in binary object code form. This License begins upon downloading or installing the Licensed Software.

The Trial License of the Licensed Software allows you to run the software on 1 computer with the restrictions of the specific software product. 5Nova grants you a non-exclusive, non-transferable, world-wide license to use the Licensed Software for no cost in perpetuity.

3.1 Support. You are entitled to use the designated CMXtras support forum for the Trial License you downloaded.

3.2 Updates. Updates are not provided for Trial License software.

4. COMMERCIAL LICENSE.

As part of your choosing a Commercial license, 5Nova grants you a fee-bearing, nonexclusive, non-transferable, perpetual, world-wide license to Use the Licensed Software including user documentation, updates and upgrades to which you are entitled as well as any plug-ins provided to you, subject to the following terms:

4.1 For each Software license key that you purchase, You may: (i) use the Software on any single Computer; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices within the United States and its territories or any other country to which this program can legally be exported.

4.2 The Software is "in use" on a Computer when it is loaded into temporary memory or installed in permanent memory (Hard Drive, CD-ROM or other storage device). You agree to use Your best efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure. You agree that You will only install a Software license key obtained directly from www.cmxtras.com.

4.3 Support. You are entitled to use the designated CMXtras support forum for the Commercial License you downloaded.

4.4 Updates. Minor version updates are provided at no charge. Major version updates are not included and require the purchase of a related Commercial License.

5. LICENSE RESTRICTIONS.

5.1 You may not: (i) permit other individuals to use the Software or Documentation except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except for back-up or archival purposes); (iv) rent, lease, transfer, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation. Any such forbidden use shall immediately terminate Your license to the Software.

5.2 CMXtras Product Name. You may not delete, remove, hide, move or alter any icon, image or text that represents the product name of CMXtras, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations to the product name "CMXtras" must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice requirement.

5.3 5Nova Name. You may not delete, remove, hide, move or alter any icon, image or text that represents the product name of CMXtras, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations to the name "5Nova" must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice requirement.

5.4 Export Restrictions. The Software (including encryption software) and Documentation (including any technical data) delivered to You under this EULA are subject to U.S. export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was obtained, if outside the U.S. You shall abide by all applicable export control laws, rules and regulations applicable to the Software and Documentation. You agree that You will not export, re-export, or transfer the Software or Documentation, in whole or in part, to any country, person, or entity subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software or Documentation (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country; (ii) to any person or entity who You know or have reason to know will utilize the Software or portion thereof in the design, development, production or use of nuclear, chemical or biological materials, facilities, or weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.

5.5 Compliance with Applicable Laws. You agree that You shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which You use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

5.6 Use by Network Services Providers. 5Nova strictly prohibits the use of the Software to users who are not individually licensed by 5Nova. If You are an IT consultant, IT solution provider, or facilities management provider, who deploys or maintains networks, security solutions, communications solutions, hardware, software components, upgrades, etc., You are required to individually license each of Your customers.

6. RIGHTS, TITLE, AND INTEREST TO INTELLECTUAL PROPERTY.

Unless as conveyed herein, all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) shall remain in 5Nova or its suppliers or are publicly available. This EULA does not grant You any rights, title, or interest in or to any trademarks, service marks, or trade secrets of 5Nova or its suppliers. The Software and Documentation are protected by the copyright and intellectual property laws of the United States and international copyright and intellectual property laws and treaties. All title, rights, and interest in and to content, which may be accessed through the Software ("Content"), is the property of the respective Content owner, shall be retained by the applicable content owner, and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA gives You no rights to such Content, including use of the same. All rights not expressly granted under this EULA are reserved by 5Nova, its suppliers, or third parties.

7. DATA RIGHTS.

5Nova agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from Your proprietary data and information shall be and remain Your sole property. 5Nova may collect and track non-personally identifiable information about You, including but not limited to Your IP address, the type of hardware You use, and the type of browser You employ, to assist with the necessary operation and function of the Software. 5Nova reserves the right to compile, save, and use within the scope of 5Nova's activities and to analyze any and all of Your data (registration data and use history). 5Nova's use of any such data shall be for internal purposes only, including without limitation for the purposes of responding to Your requests for information, for contacting You, or providing You maintenance and support. Any such use of Your data will be treated as confidential information. 5Nova may provide aggregated statistics about Your use of the Software to third parties, but such information will be aggregated so that it does not identify a particular individual or company.

8. WARRANTY DISCLAIMER.

5Nova does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished "as is" without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

5NOVA WARRANTS THAT THE SOFTWARE AND RELATED DOCUMENTATION DO NOT INFRINGE ON ANY PATENTS, COPYRIGHTS OR TRADEMARKS OR CONSTITUTE MISAPPROPRIATION OF THIRD PARTY PROPRIETARY INFORMATION.

9. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 5NOVA BE LIABLE TO YOU FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO 5NOVA IN THE PRECEDING (12) TWELVE MONTHS OR BE LIABLE TO YOU FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR SOFTWARE PROGRAMS, EVEN IF 5NOVA OR A DEALER AUTHORIZED BY 5NOVA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MISCELLANEOUS.

If any provision of this EULA is held to be unenforceable, that shall not affect the enforceability of the remaining provisions. This EULA shall be governed by the laws of the State of California and of the United States, without regard to any conflict of laws provisions, except that the United Nations Convention on the International Sale of Goods shall not apply. You hereby consent to jurisdiction of the courts of both the state or federal courts of California.

11. COUNTERPARTS AND FACSIMILE SIGNATURE.

This EULA may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The Parties may exchange signature pages by facsimile and such signatures shall be effective to bind the Parties.

12. COMPLETE AGREEMENT.

This EULA constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof including without limitation the terms of any party EULA or any purchase order issued in connection with this EULA. This EULA shall not be amended or modified except in a writing signed by authorized representatives of each party.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN 5NOVA AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.

Copyright © 2013 5Nova Corporation. All Rights Reserved. 5Nova End User License Agreement for CMXtras.

Copyright © 2013 5Nova Corporation. All rights reserved. All trademarks remain the property of their respective owners. This site is not affiliated in any way with Kentico Software s.r.o.