BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT. If you do not understand or do not accept these terms, or your local regulations prohibit "after sale" license agreements or limited disclaimers, you must stop using this product immediately. If you are the original purchaser of the Software and you do not agree with the terms and conditions of the License Agreement, promptly return the unused Software to the place from which you obtained it.
BY CLICKING ON THE "Yes" BUTTON DURING INSTALLATION WHEN PROMPTED TO ACCEPT THE LICENSE AGREEMENT, YOU AGREE TO BEING BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "No" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE.
The License Agreement has 3 parts. Part I applies if you have not paid a license fee for the Software. Part II applies if you have paid a license fee for the Software. Part III applies universally to all licensees (both those that have paid a license fee, and those that have not).
If you initially acquired a copy of the Software for evaluation without paying a license fee and you wish to pay the license fee, contact ExceleTel, Inc. or one of its distributors. Following payment, you will be issued a valid serial number as confirmation that you have paid the license fee.
PART I -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID
GRANT. ExceleTel Inc. (ExceleTel) grants to you (either as an individual or a single entity), a non-exclusive license to use its accompanying software product (Software) free of charge for 30 days from the date of your initial installation (the "Evaluation Period") only for the purpose of evaluating whether to pay the license fee for the Software. If you are an entity, ExceleTel grants you the right to designate one individual within your organization to have the right to use the Software in the manner provided herein. In group projects, where multiple persons will use the product, you must register an individual license for each member of the group. After the Evaluation Period, continued use of the Software or any program created using the Software requires payment of the license fee.
During the Evaluation Period, you MAY:
a) install the Software in evaluation mode on as many computers as you like, provided that no one else uses the Software and that you use the Software on only one computer at a time. b) make as many copies as you like for backup purposes, provided all copies contain all of the original Software's proprietary notices. c) write and compile your own application programs using the Software.
During the Evaluation Period, you MAY NOT:
a) reproduce or distribute any program you write using the Software. b) reproduce or distribute executable files created using the Software. c) reproduce or distribute any Redistributables (if any are included with the Software).
PART II -- TERMS APPLICABLE WHEN LICENSE FEES PAID
GRANT. Subject to payment of applicable license fees and registration of Software with ExceleTel, ExceleTel grants to you (either as an individual or a single entity), a non-exclusive license to use the Software for the sole purposes of designing, developing, testing, and deploying application programs which you create using the Software. If you are an entity, ExceleTel grants you the right to designate one individual within your organization to have the right to use the Software in the manner provided herein. In group projects, where multiple persons will use the product, you must pay a license fee and register for each member of the group.
For Software available in multiple product editions (such as Express, Standard, Professional, and Enterprise), you are granted a license to use only those features available in the Software edition for which license fees have been paid. The features available in each Software edition, including the maximum number of telephone line devices supported, are listed in the Software descriptive information and documentation. The number of telephone line devices supported is defined as the total number of telephone line devices which are Active (etLine.DeviceActive=True) at any given time, in one or more programs using the Software.
After paying license fees, you MAY:
a) install the Software on as many computers as you like, provided that you are the only individual that uses the software and that you use the Software on only one computer at a time. b) make as many copies as you like for backup purposes, provided all copies contain all of the original Software's proprietary notices. c) write and compile your own application programs using the Software. d) reproduce and distribute any application program you write using the Software without additional license or fees, subject to all the conditions in this agreement. (Please see restrictions below). All copies of the programs you create must bear a valid copyright notice, either your own or ExceleTel's. e) reproduce and distribute exact copies of any Redistributables included with the software as described below.
REDISTRIBUTABLE COMPONENTS. This Software may include certain files intended for distribution by you to the users of programs you create ("Redistributables"). The only allowable Redistributables included in this Software are listed at the top of this agreement near the product name. Under ExceleTel's copyright and subject to all the conditions in this agreement, ExceleTel authorizes only the paid and registered licensee of this product to reproduce and distribute exact copies of the files designated as Redistributables. Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this agreement that you have written using this Software. Under no circumstances may any copies of the Redistributables be distributed separately.
Regardless of any modification that you make, you may not distribute any files included in the Software except those that ExceleTel has expressly designated as Redistributables. The product or technology referred to as ExceleTel TeleScope IS NOT a royalty-free redistributable. Please contact ExceleTel for redistribution information.
If you wish to distribute copies of your compiled programs, Redistributables, or other portions of the Software on terms different than those of this agreement, please contact ExceleTel.
PART III - - UNIVERSALLY APPLICABLE TERMS (for both those that have paid a license fee, and those that have not)
TITLE AND COPYRIGHT. Title, ownership rights, and intellectual property rights in and to the Software shall remain with ExceleTel or its suppliers. The copyright laws of the United States and international copyright treaties protect the Software. Title, ownership rights, and intellectual property rights in and to any 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.
UPGRADES. If the Software is an upgrade, you may use or transfer the Software only in conjunction with the upgraded product. The upgrade version of the Software and the Software you upgraded constitute a single product. After the upgrade, you may use only the upgraded product in accordance with the License Agreement that came with the upgrade.
Both before and after paying license fees, you MAY NOT:
a) permit other individuals or entities to use the Software. b) modify, translate, reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You acknowledge that the Software in source code form remains a confidential trade secret of ExceleTel and/or its suppliers. c) create derivative works based on the Software. d) use the Software or any derivative, in any form of developer tool, for redistribution either inside or outside your organization, except by written agreement with ExceleTel. e) use the Software or any derivative, in any form which provides end user access to the functions provided by the Software through software applications not developed by the licensee, for redistribution either inside or outside your organization, except by written agreement with ExceleTel. f) use the Software or any derivative in any form of program which would be generally competitive with or a substitute for ExceleTel's TeleTools product line, except by written agreement with ExceleTel. g) copy the Software (except as specified herein). h) rent, lease, lend, sublicense, time-share, electronically transmit or otherwise transfer the Software, media or documentation. i) modify or remove any proprietary notices or labels on the Software including any copyright notice, or any "about" dialog or the method by which it may be invoked. j) reproduce or distribute copies of the complete or partial package, any source, interface, or code units, or any of the documentation. k) supply any means by which your users could create, modify, or incorporate any part of this product in their own products. l) attempt to unlock or bypass any copy-protection or authentication algorithm utilized by this product. m) use ExceleTel's names, logos, or trademarks to market your programs, except to state that your program uses this Software, unless otherwise specifically agreed to in writing by ExceleTel.
Regardless of any modifications which you make and regardless of how you might compile, link, and/or package your programs, under no circumstances may the controls, libraries (including runtime libraries), code, Redistributables, and/or other files of the Software (including any portions thereof) be used for developing programs by anyone other than you. Only you as the licensed user (or designee for your entity) have the right to use the controls, libraries (including runtime libraries), code, Redistributables, or other files of the Software (or any portions thereof) for developing programs created with the Software. In particular, you may not share copies of any portions of the Software or the Redistributables with other co-developers.
Your programs must be written using a registered copy of the Software. Your programs must add primary and substantial functionality, and may not be merely a set or subset of any of the functionality of the Software. Regardless of any modifications which you make and regardless of how you might compile, link, or package your programs, the controls, libraries (including runtime libraries), code, Redistributables, and/or other files of the Software (including any portions thereof) may not be used in programs created by your end users (users of your programs) and may not be further redistributed by your end users.
You will indemnify and hold ExceleTel, its related companies, its suppliers, and resellers harmless from and against any claims or liabilities arising out of the use, reproductions, or distribution of your programs and any provided Redistributables.
You will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact ExceleTel for such assistance.
TERMINATION. The license will terminate automatically if you fail to comply with any of the terms of this Agreement. On termination, you must destroy all copies of the Software and Documentation. You must also remove Software from any of the programs (source, object, and executable forms) you or your designee wrote or compiled using Software.
LIMITED WARRANTY AND DISCLAIMER OF WARRANTY
ExceleTel warrants that the Software, as updated and when properly used, will perform substantially as described in the accompanying documentation for a period of ninety (90) days from the date of receipt. ExceleTel makes no representation or warranty that the software or documentation are "error-free", or meet any user's particular standards, requirements, or needs. The entire risk as to the quality and performance of the Software in your environment is borne by you. Should the Software prove defective, you and not ExceleTel assume the entire cost of any service and repair. Redistributables are provided "as is", without warranty of any kind.
ExceleTel warrants the physical media (if any) provided by ExceleTel to be free of defects in materials and workmanship for a period of thirty (30) days from the date of receipt. Upon notification within the warranty period of such defects, ExceleTel will replace the defective media.
ExceleTel provides no warranty at all to any person, other than the Limited Warranty provided to the original paid licensee of this Software.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY EXCELETEL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCELETEL AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE DURATION OF IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD.
This disclaimer of warranty constitutes an essential part of the agreement. SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
NO EXCELETEL DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If you make any modifications to the Software during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software is intended to operate.
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL EXCELETEL OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF PROFIT, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR PECUNIARY LOSSES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. IN NO EVENT WILL EXCELETEL's LIABILITY FOR ANY DAMAGES TO YOU OR ANY OTHER PARTY EXCEED THE LOWER OF THE LIST PRICE OR THE ACTUAL PRICE PAID FOR THE SOFTWARE OR THE LICENSE TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF THE CLAIM, EVEN IF EXCELETEL SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, direct life support machines, weapons systems, aircraft navigation or communication systems, or air traffic control, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). ExceleTel and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
EXPORT CONTROLS None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading, installing or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
In addition, if the licensed Software is identified as a not-for-export product (for example, on the box, media or in the installation process), then the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR FOREIGN PERSON AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A FOREIGN PERSON OR UNDER THE CONTROL OF A FOREIGN PERSON.
MISCELLANEOUS This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. Only a writing executed by both parties may amend it. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is found void or unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed to meet its intended purpose, all limitations of liability and exclusions of damages as described in the Limited Warranty shall remain in effect.
This Agreement shall be governed by, interpreted and construed under North Carolina law as such law applies to agreements between North Carolina residents entered into and to be performed within North Carolina, except as governed by United States Federal law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
U.S. Government Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer- Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Manufacturer is ExceleTel Inc., 4909 Waters Edge Drive, Suite 110, Raleigh, NC 27606 -- (sales (at) exceletel.com).
ExceleTel Inc reserves all other rights and restrictions not specifically granted in this license.