END-USER LICENSE AGREEMENT FOR WERF’S SOFTWARE
TOOLS
PLEASE READ THIS END-USER LICENSE AGREEMENT
(“EULA”) CAREFULLY. This EULA is a legal agreement between
you (either an individual or a single entity) and the Water Environment
Research Foundation (“WERF”) for WERF’s software tools
(“Software”), which include computer software and may
include associated media, printed materials, and "online" or electronic
documentation. An amendment or addendum to this EULA may accompany the
Software. BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE
WERF SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL,
COPY, OR OTHERWISE USE THE SOFTWARE.
SOFTWARE LICENSE
1. GRANTS
OF LICENSE. WERF grants you the rights described in this EULA provided
that you comply with all terms and conditions of this EULA. This grant
is expressly conditioned upon your agreement and performance of such
terms and conditions.
1.1 General
License Grant. WERF grants to you an individual, personal, nonexclusive
license to make and use copies of the Software for its ordinary purpose,
provided that you are the only individual using the Software.
If you are an entity, WERF grants to you a personal,
nonexclusive license to make and use copies of the Software, provided
that for each individual using the Software within your organization,
you have acquired a separate and valid license for each such
individual.
1.2 Documentation. You may make and use an unlimited number of
copies of any accompanying documentation, provided that such copies
shall be used only for personal purposes and are not to be republished
or distributed (either in hard copy or electronic form) beyond your
premises or secured intranet.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
2.1 Not For
Resale. You may not resell, or otherwise transfer for value, the
Software.
2.2 Limitations
on Reverse Engineering, Decompilation, and Disassembly. You may not
reverse engineer, decompile, or disassemble the Software.
2.3 Rental. You
may not rent, lease or lend the Software.
2.4 Trademarks.
This EULA does not grant you any rights in connection with any
trademarks, copyrights, trade secrets, or other intellectual property of
WERF.
2.5 Consent to
Use of Data. You agree that WERF may collect and use technical
information gathered as part of any support services provided to you.
WERF may use this information for any purpose, including but not limited
to improve our Software or to provide customized services or
technologies to you. WERF will not disclose this information in a form
that personally identifies you. For more information, please see the
WERF Privacy Notice available on the WERF Website at http://www.werf.org.
2.6 Software
Transfer. The Software and this EULA may not be transferred to any third
parties.
2.7 Separation
of Components. The Software is licensed as a single product. Its
component parts, if any, may not be separated for use by more than one
user.
3. NO
WARRANTY. THE SOFTWARE, AND ALL ACCOMPANYING FILES, DATA, AND MATERIALS
ARE DISTRIBUTED "AS IS" AND COME WITH NO WARRANTY. WERF HEREBY DISCLAIMS
ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND WHETHER RELATING
TO THE SOFTWARE OR THE DATA THEREIN. WERF EXPRESSLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY BASED ON SAMPLE, FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, RELIABILITY, AVAILABILITY, ACCURACY OR
COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF
NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OR OR
FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND
RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE
OF THE SOFTWARE. Some states/jurisdictions do not allow the disclaimer
of particular warranties, so the above disclaimer may not apply to you.
You may have others which vary from state/jurisdiction to
state/jurisdiction.
4. YOUR
EXCLUSIVE REMEDY. WERF's entire liability, if any, and your exclusive
remedy, if any, shall be, at WERF's option from time to time exercised
subject to applicable law, (a) return of the price paid (if any) for the
Software, or (b) at its sole option repair or replacement of the
Software that is returned to WERF with a copy of your receipt. You will
receive the remedy elected by WERF without charge, except that you are
responsible for any expenses you may incur (e.g. cost of shipping the
Software to WERF).
5. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER
DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL WERF BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER
INFORMATION OR DATA, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR
LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR
OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER
LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR
INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE
SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT
THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE
SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS
EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF WERF OR
ANY SUPPLIER, AND EVEN IF WERF OR ANY DEVELOPER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6. LINKS TO
THIRD PARTY SITES. The WERF Software may contain
links to third party sites. Such links to other websites do not imply
an endorsement of the materials disseminated at those websites, nor does
the existence of a link to another site imply that the organization or
person publishing at that site endorses any of the materials at this
site. Links to other websites are provided by WERF only as a convenience
to you. WERF is in no way responsible for examining or evaluating, and
does not warrant the offerings of any other websites linked to or from
the WERF Software, nor does WERF assume any responsibility or liability
for the actions, content, products, or services of such pages and
websites, including, without limitation, their privacy statements and
terms and conditions. You should carefully review the terms and
conditions and privacy policies of all other websites that you
visit.
7. ARBITRATION. Any dispute or claim arising or related to this EULA its
performance, breach, or interpretation (including issues about its
validity or enforceability), shall be resolved by final binding
arbitration before the American Arbitration Association (AAA), utilizing
its Commercial Arbitration Rules. One arbitrator shall be selected
using AAA procedures. The arbitrator shall be neutral and have a
substantial background in copyright and intellectual property law. The
arbitrator shall use all reasonable efforts to minimize discovery and to
complete the arbitration proceedings as expeditiously as possible.
Either party may seek judicial relief to compel the other party to
comply with the provisions of this Section, or injunctive or other
equitable relief to protect its intellectual property rights, provided
that the remainder of the dispute or claim is submitted to arbitration.
The arbitration shall be held in Alexandria, VA; Awards shall be final,
binding and non-appealable (except on the minimal grounds required the
Federal Arbitration Act or under other applicable law). All awards may
be filed with one or more courts, state, federal or foreign having
jurisdiction over the party against whom such award is rendered or its
property, as a basis of judgment and of the issuance of execution for
its collection.
8. CONTROLLING LAW AND SEVERABILITY.This EULA will be governed
by and construed in accordance with the laws of the State of Virginia, as applied to agreements entered into
and to be performed entirely within Virginia between Virginia residents and without regard
to its choice of law principles. You hereby consent to the
exclusive jurisdiction and venue of the judicial districts for
Alexandria,
Virginia to resolve any
disputes arising under this EULA. If any provision,
or portion thereof, of this Agreement to be unenforceable, the remainder
of the EULA shall continue in full force and effect. If any provision of
this EULA is held to be unenforceable for any reason, such provision
shall be reformed only to the extent necessary to make it enforceable,
and such decision shall not affect the enforceability of such provision
under other circumstances, or of the remaining provisions hereof under
all circumstances.
9. ENTIRE
AGREEMENT. This EULA (including any addendum or amendment to this EULA
which is included with the Software) are the entire agreement between
you and WERF relating to the Software and the support services (if any)
and they supersede all prior or contemporaneous oral or written
communications, proposals and representations with respect to the
Software or any other subject matter covered by this EULA. To the extent
the terms of any WERF policies or programs for support services conflict
with the terms of this EULA, the terms of this EULA shall
control.
10. COPYRIGHT
AND OTHER LAWS. The Software is protected by copyright and other
intellectual property laws and treaties. WERF or its developers own the
title, copyright, and other intellectual property rights in the
Software. The Software is licensed, not sold.
11. TERMINATION. This EULA is effective until terminated. Your
rights under this EULA will terminate automatically without notice from
WERF if you fail to comply with any term(s) of this EULA. Upon the
termination of this EULA, you shall cease all use of the WERF Software
and destroy all copies, full or partial, of the WERF Software.
______________________________________________________
WERF 635 Slaters Lane Suite G-110 Alexandria, VA 22314
Water Environment Research Foundation (“WERF”), END-USER LICENSE AGREEMENT FOR WERF’S SOFTWARE, Updated 01/25/10
