END USER SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF ANY SOFTWARE SOLD BY DIGITAL DESIGN SOLUTIONS LLC 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; LIABILITY IN SECTION 8; AND THE SUB-LICENSE AGREEMENT IN SECTION 14. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE PURCHASED. IF YOU DID NOT HAVE AN OPPORTUNITY TO REVIEW THIS AGREEMENT AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID IF YOU: (A) REQUEST A REFUND BY CONTACTING US AND (B) MEET THE STIPULATIONS OF OUR RETURNS AND REFUND POLICY FOUND ON THE WEBSITE OF OUR STORE WHERE YOU PURCHASED THE SOFTWARE.
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
"Licensor" means Digital Design Solutions LLC, with its main address located at 3452, 28th Avenue South, Fargo, North Dakota 58103-7845, U.S.A.
"Sub-Licensor" means Cincom, Inc., with its main address located at 55 Merchant Street, Cincinnati, Ohio 45246-3732, U.S.A.
"Sub-Licensed Products" means software components that are an integral part of the Software, such as an object engine, object code, virtual machine executable or binary image.
"Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media for which this Agreement is provided, including but not limited to (i) Digital Design Solutions LLC or third-party computer information or software; (ii) related explanatory written materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Digital Design Solutions LLC (collectively, "Updates").
"Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software.
“Licensee” means You or Your Company, unless otherwise indicated.
"Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Digital Design Solutions LLC.
"Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
2. Software License
As long as you comply with the terms of this End User License Agreement (the "Agreement"), Digital Design Solutions LLC grants to you a non-exclusive and non-transferable license to Use the Software for the purposes described in the Documentation. Sub-Licensed Products included in the Software may be subject to other terms and conditions, which are found in Section 14 of this Agreement.
2.1. General Use
You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers; or
2.2. Server Use
You may install one copy of the Software on your computer file server for the purpose of downloading and installing the Software onto other computers within your internal network up to the Permitted Number. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a computer not part of your internal network, for internet or web hosting services or by any user not licensed to use this copy of the Software through a valid license from Digital Design Solutions LLC; and
2.3. Backup Copy
You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer. You may not transfer the rights to a backup copy.
3. Intellectual Property Rights
The Software and any copies that you are authorized by Digital Design Solutions LLC to make are the intellectual property of, and are owned by, Digital Design Solutions LLC and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Digital Design Solutions LLC and its suppliers. The Software is protected by copyright, including without limitation by U.S. Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software License").
Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law.
Any information supplied by Digital Design Solutions LLC or obtained by you, as permitted hereunder, may only be used by you 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 Digital Design Solutions LLC Customer Support Department at the following e-Mail address: firstname.lastname@example.org. 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 you any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Software.
You may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another user’s computer except as may be expressly permitted herein. You may not transfer education, pre-release, or not for resale copies of the Software.
5. Multiple Environment Software / Multiple Language Software / Dual Media Software / Multiple Copies/ Bundles / Updates
If the Software supports multiple platforms or languages, if you receive the Software on multiple media, if you otherwise receive multiple copies of the Software, or if you received the Software bundled with other software, the total number of your computers on which all versions of the Software are installed may not exceed the Permitted Number. You may not, rent, lease, sublicense, lend or transfer any versions or copies of such Software you do not Use. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use the Update. You may continue to Use the previous version of the Software on your computer after you receive the Update to assist you in the transition to the Update, provided that: the Update and the previous version are installed on the same computer; the previous version or copies thereof are not transferred to another party or computer; and you acknowledge that any obligation Digital Design Solutions LLC may have to support the previous version of the Software may be ended upon availability of the Update.
6. NO WARRANTY
Digital Design Solutions LLC makes no warranty as to the Software's use or performance. Digital Design Solutions LLC AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU 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 YOU IN YOUR JURISDICTION, Digital Design Solutions LLC AND ITS SUPPLIERS MAKE 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.
7. Pre-release Product Additional Terms
If the product you have received with this license is pre-commercial release or beta Software ("Pre-release Software"), then the following in this 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 supersede such other term(s) and condition(s) with respect to the Pre-release Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Software is a pre-release version, does not represent final product from Digital Design Solutions LLC, 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 to you "AS-IS", and Digital Design Solutions LLC disclaims any warranty or liability obligations to you of any kind. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE SOFTWARE, BUT IT MAY BE LIMITED, Digital Design Solutions LLC'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (U.S. $50) IN TOTAL. You acknowledge that Digital Design Solutions LLC has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that Digital Design Solutions LLC has no express or implied obligation to you to announce or introduce the Pre-release Software and that Digital Design Solutions LLC may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Agreement, if requested by Digital Design Solutions LLC, you will provide feedback to Digital Design Solutions LLC regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, such as the Digital Design Solutions LLC Serial Agreement for Unreleased Products, your use of the Software is also governed by such agreement. You agree that you may not and certify that you 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 Digital Design Solutions LLC of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from Digital Design Solutions LLC 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 you are located outside the United States of America or Canada, you agree that you will return or destroy all unreleased versions of the Pre-release Software within thirty (30) days of the completion of your testing of the Software when such date is earlier than the date for Digital Design Solutions LLC's first commercial shipment of the publicly released (commercial) Software.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL Digital Design Solutions LLC OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A Digital Design Solutions LLC REPRESENTATIVE 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 YOUR JURISDICTION. Digital Design Solutions LLC'S 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 Digital Design Solutions LLC's liability to you in the event of death or personal injury resulting from Digital Design Solutions LLC's negligence or for the tort of deceit (fraud). Digital Design Solutions LLC 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 Digital Design Solutions LLC's Customer Support Department at: email@example.com.
9. Export Rules
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
10. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Dakota.
11. General Provisions
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 Digital Design Solutions LLC. Updates may be licensed to you by Digital Design Solutions LLC with additional or different terms. This is the entire agreement between Digital Design Solutions LLC and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
12. Notice to U.S. Government End Users
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 U.S. 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 U.S. Government End Users, Digital Design Solutions LLC 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.
13. Compliance with Licenses
If you are a business or organization, you agree that upon request from Digital Design Solutions LLC or Digital Design Solutions LLC's authorized representative, you will within thirty (30) days fully document and certify that use of any and all Digital Design Solutions LLC Software at the time of the request is in conformity with your valid licenses from Digital Design Solutions LLC.
14. Sub-License Agreement
Some of the Software products sold by the Digital Design Solutions LLC contain products that are sub-licensed from a Sub-Licensor. This section applies to all products sold by the Digital Design Solutions LLC that include Sub-Licensed Products from a Sub-Licensor.
These Sub-Licensed Products from the Sub-Licensor are licensed, not sold. Title does not pass to the End User. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right. The End User will not make any copies of the Sub-Licensed Products except as required for archival or backup purposes.
The End User only obtains a nonexclusive license to use the object code version of the Sub-Licensed Products in the United States of America. The End User will not decompile, disassemble or otherwise reverse engineer the Sub-Licensed Products.
The End User may appoint the number of users or machines up to the Permitted Number within its organization to use the Sub-Licensed Products for each license the End User acquires. The total number of users or machines may not exceed the Permitted Number of users or machines, according to the licenses acquired. Only users or machines for whom the licenses have been acquired may use the Sub-Licensed Products.
The Sub-Licensed Products are not specifically developed for use in any nuclear, aviation, mass transit, medical, or other inherently dangerous applications. Digital Design Solutions LLC and its Sub-Licensors will not be liable for any claims or damages to the extent the claims or damages arise from such use.
THE SUB LICENSOR WARRANTS THAT THE SUB-LICENSED PRODUCTS WILL SUBSTANTIALLY CONFORM WITH THE FUNCTIONALITY DESCRIBED IN THE SUB-LICENSED PRODUCTS’ TECHNICAL DOCUMENTATION. THIS WARRANTY DOES NOT APPLY IF THE SUB-LICENSED PRODUCTS’ ERROR OR MALFUNCTION IS CAUSED BY MACHINE MALFUNCTION, BY NON-DISTRIBUTOR SOFTWARE MALFUNCTION, BY MODIFICATION NOT MADE OR AUTHORIZED BY DIGITAL DESIGN SOLUTIONS LLC, OR BY INCORRECT PROCEDURES USED BY END USER. DIGITAL DESIGN SOLUTIONS LLC AND ITS SUB-LICENSORS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SUB-LICENSED PRODUCTS.
Digital Design Solutions LLC or the Sub-Licensor(s) will not be liable, whether in contract, tort, or otherwise, for any loss of profit or goodwill, or other indirect, special, or consequential damages suffered by End User. Digital Design Solutions LLC and Sub-Licensors’ cumulative liability for any claim, whether in contract, tort or otherwise, shall be limited to direct damages and shall not exceed the license fees which have been paid by End User for the Sub-Licensed Products giving rise to the claim.
The End User will not transfer or license, including outsourcing, the use of all or any portion of the Sub-Licensed Products to any third party or entity.
If you have any questions regarding this Agreement or if you wish to request any information from Digital Design Solutions LLC, please use the following e-Mail address to contact the Digital Design Solutions LLC office serving your jurisdiction: firstname.lastname@example.org
Agreement Version Date: June 21, 2017
Agreement Modification Date: This Agreement has not been modified.
Link to archived versions of prior Agreements that have been modified