PLEASE CAREFULLY READ THE TERMS AND CONDITIONS (REFERRED TO COLLECTIVELY AS "TERMS") OF THIS END USER LICENSE AGREEMENT (EULA) BEFORE DOWNLOADING, COPYING, OR INSTALLING THE EXECUTABLE CODE VERSION OF THE VH DISSECTOR™ ("SOFTWARE"). THIS EULA IS A LEGAL AGREEMENT BETWEEN THE COMPANY YOU REPRESENT AND TOUCH OF LIFE TECHNOLOGIES, INC. ("TOLTECH"), OR IF YOU ARE AN INDIVIDUAL END USER, THIS IS AN AGREEMENT BETWEEN YOU AND TOLTECH, FOR THE SOFTWARE, WHICH PRODUCT MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION. BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS, WHERE THIS OPTION IS MADE AVAILABLE TO YOU IN THE USER INTERFACE FOR DOWNLOADING OR INSTALLING THE SOFTWARE, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS, AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS, YOU MAY, WITHIN 30 DAYS, CONTACT THE DISTRIBUTOR FROM WHOM YOU OBTAINED THE SOFTWARE FOR A REFUND OR CREDIT.
1.1 The Software is licensed, not sold to you by ToLTech for use under the Terms of this EULA, and ToLTech reserves all rights not expressly granted to you. This EULA is between you and ToLTech, a Delaware corporation having its principal place of business at 12635 E. Montview Boulevard, Suite 123, Aurora, Colorado 80045, USA.
1.2 This license allows you to install one or more copies of the Software on computers that are owned or controlled by you as specified below in section 2.3. Use of the Software beyond the product installation phase is subject to additional terms, as provided in the following section, titled "Product Activation and Permitted Uses and Restrictions." No other use and no external redistribution of the Software are permitted.
2.1 The use of the full functionality of the Software requires "activation" which is a process in which a "product key" from ToLTech (or its authorized reseller) is entered and a corresponding "license key" is provided by ToLTech subject to the terms of purchase for the product key entered. ToLTech shall provide you with a license key subject to your agreement to terms and conditions of a software license ("Software License") electronically or otherwise presented to you by ToLTech during the Software activation process -- the Software License is not this EULA. Only after you have agreed to the terms and conditions in the Software License shall ToLTech grant you a limited, personal and non-exclusive license to use the full functionality (or agreed upon scope of functionality) of the Software. The license key may be a printable digital key, a nonprintable file, or any other mechanism used by ToLTech for license activation purposes. You agree that you will not attempt to override this license key.
2.2 Upon entering the product key as prompted by the Software activation process, you will be allowed to use the full functionality (or some scope of functionality agreed upon between you and ToLTech) of the Software on the machine on which the activation process was performed.
2.3 You may activate the Software on one (1) computer for your exclusive personal use for each product key provided by ToLTech unless otherwise explicitly granted by ToLTech. Such extension of your use of the Software on multiple computers owned by you or otherwise under your control, may be provided in conjunction with the product key, upon activation of the Software or upon registration of your contact information with ToLTech, or upon other consideration.
2.4 ToLTech reserves the right in its sole discretion to refuse requests for more than one license key per End User.
2.5 You may make copies of the Software for backup purposes only, provided that all copyright, trademark or other proprietary notices in the original Software remain intact in each backup copy.
2.6 You may not: (a) distribute images created or distributed with the Software in any manner not explicitly allowed by this EULA without express written consent of ToLTech; (b) alter, modify or remove any copyright, trademark or other proprietary notices included in the Software; (c) subvert the activation process for obtaining a license key from ToLTech; (d) rent, lease, sublicense or otherwise transfer, distribute or disseminate the Software without the express written consent of ToLTech; or (e) reverse engineer, decompile, modify, translate, create derivative works, merge or embed the Software into any other computer program, disassemble or reduce the Software to human readable form.
3.1 The Software is protected by United States copyright laws and international treaties, and other proprietary, statutory or otherwise, interests. All rights not expressly granted herein are reserved by ToLTech. ToLTech shall be entitled to pursue any legal and/or equitable action against you with regard to infringement of its copyright on the Software or any other proprietary interests therein. Furthermore, ToLTech shall be entitled to pursue all appropriate legal and/or equitable actions for any breach by you of the Terms recited herein.
3.2 You acknowledge that ToLTech owns all legal right, title and interest in and to the Software, including any intellectual property ("IP") rights in the Software, whether those rights happen to be registered or not, and wherever in the world those rights may exist.
3.3 Title and IP rights in and to any content displayed by or accessed through the Software belongs to the respective owner. Such content may be protected by copyright or other IP laws and treaties and may be subject to terms of use of the third party providing such content. Additional information on third party components can be found on an acknowledgements page contained within the electronic documentation included with the Software. You are required to obtain any necessary licenses prior to using features or data protected by third party licenses.
4.1 ToLTech may make changes to the Terms of this EULA (collectively referred to as "Updated Terms") from time to time. When these changes are made, ToLTech shall provide access to a new copy of Terms available at http://www.toltech.net/EULA.
4.2 You understand and agree that if you use the Software after the date on which the Terms have changed, ToLTech shall treat your use of the Software as acceptance of the Updated Terms.
4.3 Unless otherwise agreed in writing by ToLTech, your agreement with ToLTech regarding the Software will always include, at a minimum, the terms of this EULA or the Updated Terms, whichever is most recent.
5.1 You are not entitled to receive any new releases, versions, updates, modifications, bug fixes or enhancements ("UPDATES") of the Software hereunder, and ToLTech shall not be obligated to notify you of any such UPDATES. In the event you receive any UPDATES, the terms and conditions of this EULA governs the use thereof, unless Updated Terms are provided.
5.2 ToLTech shall not be obligated to provide you with any support, consulting, training or assistance of any kind with regard to the use, operation and performance of this Software.
6.1 ToLTech warrants only that the media, if any, upon which the Software is delivered, shall be free from defects in materials and workmanship under normal use and service for a period of thirty (30) days following the date that the Software is shipped to you ("Warranty Period"). To make a warranty claim, please return the Software to the distributor from whom you obtained the Software during the Warranty Period. This Limited Warranty is void if the failure of the media upon which the Software is recorded has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original Warranty Period or thirty (30) days following initial use of the replacement Software, whichever is longer.
6.2 Continued use or possession of the Software after the expiration of the Warranty Period shall be conclusive evidence that the warranty is fulfilled to the full satisfaction of the purchaser.
7.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS NOT TO BE USED FOR MEDICAL DIAGNOSIS, AND THAT THE USE AND PERFORMANCE OF THE SOFTWARE, AND ANY MATERIAL DOWNLOADED, INSTALLED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE, IS DONE AT YOUR OWN DISCRETION, AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SOFTWARE IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TOLTECH HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. TOLTECH DOES NOT WARRANT THAT FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
8.1 Your sole remedy under this EULA shall be replacement as provided in the Limited Warranty section.
8.2 TO THE EXTENT NOT PROHIBITED BY LAW, TOLTECH IS NOT LIABLE FOR ANY PERSONAL INJURY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES IN CONNECTION WITH OR ARISING FROM THE PROVISION OF, THE PERFORMANCE, USE, OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, AND IN NO EVENT SHALL TOLTECH BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA/INFORMATION, DAMAGES RELATED TO INACCURATE INFORMATION (ANATOMICAL, MEDICAL, OR OTHERWISE) IN OR PROVIDED BY THE SOFTWARE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE PERFORMANCE, USE OF, OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL TOLTECH’S TOTAL LIABILITY TO YOU FOR ANY REASON EXCEED THE ACTUAL PRICE PAID BY YOU TO PURCHASE THE SOFTWARE.
9.1 Export Regulations. You acknowledge that the Software may be subject to export laws, statutes, and regulations. You agree to not export or re-export the Software and shall not allow the Software to be exported or perform any act in violation of any applicable export laws, statutes, or regulations or any other applicable laws including (without limitation) any restrictions, laws, or regulations of the United States or foreign agency or authority. You agree to the foregoing and warrant that you are not located in, under the control of, or a national or resident of, any prohibited country or on any prohibited list of such regulations. The Software is restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.
9.2 Entire Agreement. This EULA embodies the entire understanding between you and ToLTech, and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements pertaining to such subject matter, whether written or oral.
9.3 Amendments or Modifications. No amendment to or modification of this EULA will be binding unless in writing and signed by ToLTech or the amendment or modification is part of the Updated Terms.
9.4 Controlling Language. If any translation of this EULA is undertaken for local requirements, in the event of a dispute between the English and any non-English versions of the EULA, the English version of this EULA shall govern.
9.5 Choice of Law. This EULA is governed by the laws of the State of Colorado and of the United States of America without regard to its conflicts of laws provisions. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. You agree to submit to the exclusive jurisdiction of the courts of Colorado to resolve any legal matter arising from the Terms.
9.6 Severability. If any court of law or of arbitral body, having competent jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, or otherwise unenforceable, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
9.7 Termination. This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice from ToLTech if you fail to comply with any Term(s) of this EULA. ToLTech may terminate this EULA if you violate any proprietary interest, statutory or otherwise, on the Software or any of the terms and conditions recited herein. You may, at any time, terminate this EULA by destroying the Software. Upon any termination, you shall destroy all installations and copies of the Software.