Software License Agreement

IMPORTANT: YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE YOU INSTALL THE PROGRAM. BY INSTALLING THE PROGRAM, YOU INDICATE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND ACCEPT THE TERMS AND CONDITIONS HEREIN. USING THIS SOFTWARE ALSO CONSTUTITUTES YOUR CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION DURING SOFTWARE ACTIVATION. YOU FURTHER ACKNOWLEDGE THAT THIS LICENSE CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND REALDATA, INC. AND SUPERCEDES ANY PRIOR AGREEMENT OR PROPOSAL, ORAL OR WRITTEN. THIS SOFTWARE IS NOT RETURNABLE AND IS NONREFUNDABLE.

The software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software is licensed, not sold.

Grant of License
RealData hereby grants you, the Registered User, the original user, a nonexclusive, nontransferable right to use this software and any accompanying documentation subject to the terms, conditions, and restrictions contained in this Agreement.

Restrictions
This software and its documentation may be used by one person (the Registered User) only. You, your agents, employees and contractors may not directly or indirectly sublicense, lend, rent, or lease this software, any copies or any portion thereof, nor distribute it, any copies, or any portion thereof to any person or other legal entity for any purpose. You may redistribute printed output generated by the software. You may not remove any product identification, copyright notices, or other notices or proprietary restrictions from this software.

You may install the Software on a maximum of two personal computers (laptops/desktops) for your personal use only. A hardware partition is considered to be a separate computer. “Install” means to place in temporary memory or permanent storage on the computer. “Personal use” means use exclusively by the Registered User and does not include use by your business associates, partners, employees or co-workers. Each user of the Software must purchase his or her own individual License.

Activation of the software is required. Activation associates the software with a particular computer. During activation, the software will send information about the software version, serial number and the computer’s IP address to the RealData server. Changes to your hardware configuration may necessitate re-activation. You may activate the software over the Internet or by telephone. You do not have the right use the software without activating it, and you may not attempt to circumvent activation.

You are not allowed to modify, translate, reverse engineer, decompile or disassemble the Software or any part thereof or otherwise attempt to derive source code (including macro code and cell formulas), create derivative works therefrom or to circumvent the software activation technology.

You acknowledge that if you breach the terms and your obligations under this License, your actions will result in immediate and irreparable injury, loss or damage to RealData, and RealData will therefore be entitled to obtain injunctive relief against such breach from a court of competent jurisdiction. You also agree that such relief will not limit RealData’s right to seek further remedies for that breach. You acknowledge that you understand that the Software requires the use of third party software product(s) such as Microsoft Excel in order to function. You agree to obtain such third party software or the necessary license to use such software lawfully and from vendors lawfully entitled to supply or distribute that software. RealData is not responsible for supplying, maintaining, supporting or configuring such third party software and it is your sole responsibility to ensure that all such software is properly installed, configured and maintained. Microsoft and Excel are trademarks of Microsoft Corp. RealData is a registered trademark of RealData, Inc. You may use the RealData trademark and any other trademarks only to identify printed output produced by the software. Such use of any trademark does not give you any rights of ownership in that trademark. You may not remove, alter or destroy any proprietary, trademark or copyright markings or notices placed upon or contained with the Software.

Term
You may terminate this agreement by destroying the software and documentation and all copies thereof. Without prejudice to any other rights, RealData may terminate this License Agreement if you fail to comply with the terms and conditions of this License Agreement. Upon termination of this Agreement, you must cease use of the software and destroy all copies of the software and its documentation in your possession or control.

This License Agreement shall govern all updates, copies, and merged or modified versions of this software.

Disclaimer of Warranties
THIS SOFTWARE AND ITS DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND WITHOUT WARRANTIES OF FREEDOM FROM ERROR, UNINTERRUPTED SERVICE, ACCURACY, AND THE SUITABILITY OF RESULTS OBTAINED. YOU ASSUME THE ENTIRE RISK OF USING THIS SOFTWARE, AND REALDATA ASSUMES NO LIABILITY FOR DAMAGES, DIRECT OR CONSEQUENTIAL, WHICH MAY RESULT FROM THE USE OF THE SOFTWARE, EVEN IF REALDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF REALDATA, INC. KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, DOWN TIME AND USER’S TIME.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY. REALDATA, INC. MAY, AT ITS SOLE DISCRETION, REPLACE THE SOFTWARE OR REFUND THE AMOUNT YOU PAID FOR THE SOFTWARE. REALDATA, INC. SHALL NOT BE RESPONSIBLE FOR PROBLEMS CAUSED BY YOUR ACTIONS, YOUR FAILURE TO ACT, THE ACTS OF OTHERS, OR EVENTS BYOND REALDATA’S CONTROL.

THIS SOFTWARE IS LICENSED WITH THE UNDERSTANDING THAT REALDATA, INC. IS NOT ENGAGED IN RENDERING PROFESSIONAL, LEGAL, OR TAX ADVICE AND THAT ITS SOFTWARE IS NOT INTENDED FOR SUCH USES.

Governing Law and Enforceability
The validity, interpretation and legal effect of this License Agreement shall be governed by, and construed in accordance with, the laws of the state of Connecticut applicable to contracts entered into and performed entirely within the state of Connecticut (without giving effect to any conflict of law principles under Connecticut law). The Connecticut courts (state and federal), shall have sole jurisdiction of any controversies regarding this agreement; any action or other proceeding which involves such a controversy shall be brought in those courts in Fairfield County, Connecticut and not elsewhere. The parties waive any and all objections to venue in those courts and hereby submit to the jurisdiction of those courts.

If any provision of this License Agreement is held to be invalid or unenforceable by any court or other authority, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other provision of this License Agreement.