| See also: A word about Licensing
TC Tracker is Copyright © 1995-2010 MCN Software. All Rights Reserved.
GRANT. Subject to the provisions contained herein, MCN Software, (herein "MCN") hereby grants you a non-exclusive 45-day license to use its accompanying proprietary software ("Software"), described as TC Tracker, free of charge for the sole purpose of evaluating whether to purchase an ongoing license to the Software.
You may evaluate the software for not more than 45 days. At the end of 45 days you must purchase a license in order to continue using the Software. If you do not fit within the description above, a license fee is due to MCN and no license is granted herein. If you are using an evaluation version of the Software, you will not be entitled to technical support.
SOFTWARE AND DOCUMENTATION. MCN shall furnish the Software to you electronically or on media in machine-readable object code form. If you receive your first copy of the Software electronically, and a second copy on media, the second copy may be used for backup and archive purposes only. This license does not grant you any right to any enhancement or update to the Software and Documentation. Enhancements and updates, if available, may be obtained by you at MCN's then-current standard pricing, terms, and conditions.
RESTRICTED USE. You may not lend, rent, lease or otherwise transfer the Software. The Software is protected by the copyright laws of the United Kingdom and international copyright treaties. This license is valid for only one user on only one computer.
ACADEMIC LICENSE. If you purchased a license as part of the academic license scheme, use of the Software is restricted to academic projects and may not be used for any commercial purpose whatsoever.
TITLE. Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in MCN and/or its suppliers. This Agreement does not include the right to copy or sublicense the Software and is personal to you and therefore may not be assigned (by operation of law or otherwise) or transferred without the prior written consent of MCN. You acknowledge that the Software in source code form remains a confidential trade secret of MCN and/or its suppliers and therefore you agree not to attempt to decipher, decompile, disassemble or reverse engineer the Software or allow others to do so, except to the extent applicable laws specifically prohibit such restriction. You further agree not to modify or create derivative works of the Software.
CONTENT. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright or other law. This License gives you no rights to such content.
DISCLAIMER OF WARRANTY. The Software is provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you.
Should the Software prove defective, you and not MCN assume the entire cost of any service and repair.
This disclaimer of warranty constitutes an essential part of the agreement. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MCN OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL MCN BE LIABLE FOR ANY DAMAGES IN EXCESS OFMCN'S LIST PRICE FOR A LICENSE TO THE SOFTWARE, EVEN IF MCN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
TERMINATION. Either party may terminate this Agreement immediately in the event of default by the other party. Upon any termination of this Agreement, you shall immediately discontinue the use of the Software and shall within ten (10) days return to MCN all copies of the Software and Documentation. You may also terminate this Agreement at any time by destroying the Software and Documentation and all copies thereof. Your obligations to pay accrued charges and fees shall survive any termination of this Agreement.
MISCELLANEOUS. This Agreement represents the complete and exclusive statement of the agreements concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND MCN AGREES TO FURNISH THE SOFTWARE AND DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement 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 (i) of such provision under other circumstances or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting this Agreement. This Agreement shall be governed by and construed under United Kingdom law. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
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