PLEASE READ THIS
END-USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY INSTALLING OR USING
THE SOFTWARE THAT ACCOMPANIES THIS EULA, YOU AGREE TO THE TERMS HEREIN.
IF YOU DO NOT AGREE, YOU SHOULD NOT INSTALL THIS SOFTWARE.
THIS SOFTWARE
DOES NOT TRANSMIT ANY PERSONALLY IDENTIFIABLE INFORMATION FROM YOUR SERVER
TO BoostSolutions COMPUTER SYSTEMS WITHOUT YOUR CONSENT.
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GENERAL. The BoostSolutions SOFTWARE,
documentation and any associated media and printed
materials accompanying this EULA is licensed, not sold, to you by Boost
Solutions Inc. (BOOSTSOLUTIONS) for use only under the terms of this EULA.
BOOSTSOLUTIONS retains ownership of the BOOSTSOLUTIONS SOFTWARE itself and
reserves all rights not expressly granted to you.
This EULA
is a legally binding agreement between you (either an individual
or a single entity) and Boost Solutions Inc. This EULA:
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Governs BOOSTSOLUTIONS SOFTWARE,
which denotes software (including online and electronic documentation) and any
associated media and printed materials.
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Governs any product support
services relating to the SOFTWARE except as may be included
in another agreement between you and BOOSTSOLUTIONS.
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Applies to updates,
supplements, add-on components, and Internet-based services components
of the BOOSTSOLUTIONS SOFTWARE that BOOSTSOLUTIONS may provide
or make available to you unless BOOSTSOLUTIONS provides other terms
with the update, supplement, add-on component, or Internet-based
services component.
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May be accompanied by an amendment
or addendum, depending on the nature of the BOOSTSOLUTIONS SOFTWARE
purchased.
BOOSTSOLUTIONS
SOFTWARE provides services or functionality in a SharePoint®
environment and allows single personal
computers, terminals, handheld computers, pagers, telephones, personal digital
assistants, and/or other electronic devices to access or use the
SOFTWARE.
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GRANT OF LICENSE. BOOSTSOLUTIONS grants to Licensee an
irrevocable, perpetual, fully paid-up, non-exclusive license to use the
SOFTWARE conditioned on compliance with all the terms and conditions
of this EULA:
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BOOSTSOLUTIONS
SOFTWARE License Issuance Policy.
BOOSTSOLUTIONS will issue a license code only after all
monies owed BOOSTSOLUTIONS have been paid in full and cleared by
BOOSTSOLUTIONS’s representative bank, and BOOSTSOLUTIONS has received your Site
Collection ID, Farm ID or Server Code (depending on the type of license purchased).
After confirmation that BOOSTSOLUTIONS has received payment in full and receipt
of your Site Collection/Farm ID or Server Code, BOOSTSOLUTIONS will issue you a
unique license code for use.
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BOOSTSOLUTIONS
SOFTWARE Refund Policy.
Refunds will only be granted if your refund request is received and
acknowledged by BOOSTSOLUTIONS BEFORE the license code has been generated and sent to you. Once the license
code has been issued by BOOSTSOLUTIONS, the sale is considered final and no
refunds will be granted with the exception of the terms and conditions stated
in section 16.1 of this EULA.
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BOOSTSOLUTIONS
SOFTWARE Transfer Restrictions.
If you transfer ownership of the SOFTWARE to any Affiliates or their
respective successors, you may transfer the SOFTWARE and all licenses and
rights in the SOFTWARE granted to you under this Agreement to the transferee
provided that: (i) such transferee agrees in writing to accept the terms and
conditions of this Agreement, and (ii) you also transfer all SOFTWARE,
including all copies thereof, to such transferee. Except as provided in
this Section, you may not sublicense, transfer or assign this Agreement or any
of your rights or obligations under this agreement, in whole or in part.
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DESCRIPTION OF
OTHER RIGHTS AND LIMITATIONS
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Reservation of
Rights.
The BOOSTSOLUTIONS SOFTWARE is protected
by copyright and other intellectual property (hereafter referred to as “IP”) laws
and treaties. Any and all IP Rights in the BOOSTSOLUTIONS SOFTWARE, the
BoostSolutions Website, BoostSolutions online materials and BoostSolutions
promotional materials are and shall remain the exclusive property of
BOOSTSOLUTIONS. Nothing in this EULA intends to transfer any such IP Rights to, or
to vest any such IP Rights in you. You are only entitled to the limited use of
the IP rights granted to you in this EULA. You will not take any action to
jeopardize, limit or interfere with BOOSTSOLUTIONS’s IP Rights. Any unauthorized use
of BOOSTSOLUTIONS’s IP Rights is a violation of this EULA as well as a violation of
intellectual property laws and treaties, including but not limited to copyright
and trademark laws. All title and IP Rights in and to any third party content
that is not contained in the BOOSTSOLUTIONS SOFTWARE, but may be
accessed through use of the BOOSTSOLUTIONS SOFTWARE, is the property of
the respective content owners and may be protected by applicable copyright or
other intellectual property laws and treaties.
BOOSTSOLUTIONS SOFTWARE
is licensed, not sold.
BOOSTSOLUTIONS reserves all rights not expressly granted
to you in this EULA. Reverse engineering, decompiling, disassembling the
SOFTWARE is prohibited, except and only to the extent that such activity
is expressly permitted by applicable law notwithstanding this limitation.
Renting, leasing, or lending the SOFTWARE (including providing commercial
hosting services) is also prohibited.
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PRODUCT SUPPORT
SERVICES
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Rights and
Obligations.
BOOSTSOLUTIONS
may provide you with product support services related to the
BOOSTSOLUTIONS SOFTWARE. Use of any such support services is governed
by the BOOSTSOLUTIONS policies and programs described in the user
manual, in online documentation, on the BoostSolutions support webpage,
or in other BoostSolutions related
materials. Any SOFTWARE BOOSTSOLUTIONS may provide you as part
of support services is governed by this EULA, unless separate terms
are provided.
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Consent to Use
of Data.
You agree that
BOOSTSOLUTIONS and its affiliates may collect and use technical information
gathered as part of the support services provided to you,
if any, related to the BOOSTSOLUTIONS SOFTWARE. BOOSTSOLUTIONS may
use this information solely to improve BoostSolutions products
or to provide customized services or technologies to you
and will not disclose this information in a form that personally
identifies you.
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LINKS TO THIRD
PARTY INTERNET SITES.
You have
permission to link to third-party Internet sites through the use of the
BOOSTSOLUTIONS SOFTWARE. BOOSTSOLUTIONS is in no way responsible for providing
support for third-party software, nor for troubleshooting issues arising from
combining BOOSTSOLUTIONS SOFTWARE with third-party software.
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UPGRADES.
To use BOOSTSOLUTIONS SOFTWARE
identified as an upgrade by BOOSTSOLUTIONS, you are required to
be licensed for the BOOSTSOLUTIONS SOFTWARE identified
by BOOSTSOLUTIONS as eligible for the upgrade. After upgrading, the
SOFTWARE that formed the basis for your upgrade eligibility may no longer
be used. The resulting upgraded SOFTWARE may be used only in accordance
with the terms of this EULA.
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NOT FOR RESALE
SOFTWARE
SOFTWARE
identified as “Not for Resale” or “NFR,” may not be sold
or otherwise transferred for value or used for any purpose other than
demonstration, test or evaluation.
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EXPORT
RESTRICTIONS.
You acknowledge
that the SOFTWARE is subject to the jurisdiction of the United States
of America. You agree to comply with all applicable international and
national laws that apply to the SOFTWARE.
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TERMINATION.
Without
prejudice to any other rights, BOOSTSOLUTIONS may terminate this EULA
if you are not in compliance with all the terms and conditions
herein. In such event, you must destroy all copies of the SOFTWARE
and all of its component parts.
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LIMITED
WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA.
BOOSTSOLUTIONS warrants that the SOFTWARE will perform substantially in accordance with
the accompanying materials for a period of thirty (30) days from the date of receipt of
the Site Collection/Farm License or the Server License that you have purchased.
IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY YOUR
STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS
DISCLAIMER OF IT,
you also have an implied warranty or condition,
BUT ONLY
AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED
WARRANTY (THIRTY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE
THIRTY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.
Some states/jurisdictions do not allow limitations on how long an implied warranty
or condition lasts, so the above limitation may not apply to you. Any supplements
or updates to the SOFTWARE, including without limitation, any (if any) service packs
or bug fixes provided to you after the expiration of the thirty-day Limited Warranty
period are not covered by any warranty or condition, express, implied or statutory. NO
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BOOSTSOLUTIONS OR ITS
DEALERS OR EMPLOYEES SHALL CREATE A WARRANTY.
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LIMITATION
ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES
Your exclusive remedy for any breach of this limited warranty is as set forth below.
EXCEPT FOR ANY REFUND ELECTED BY BOOSTSOLUTIONS, YOU ARE NOT ENTITLED
TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL
DAMAGES, IF THE SOFTWARE DOES NOT MEET BOOSTSOLUTIONS’S LIMITED
WARRANTY, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW,
EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
The terms of Section
15 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are
also incorporated into this limited warranty. Some legal boundaries do not allow the
exclusion or limitation of incidental or consequential damages, so the above limitation
or exclusion may not apply to you. This limited warranty gives you specific legal rights.
You may have other rights which vary from country to country under different
jurisdictions.
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YOUR EXCLUSIVE
REMEDY.
BOOSTSOLUTIONS's and its suppliers' entire liability and your exclusive remedy for any breach
of this limited warranty or for any other breach of this EULA or for any other liability
relating to the SOFTWARE shall be, at BOOSTSOLUTIONS's discretion and subject to applicable
law, (a) return of the amount paid (if any) for the Site Collection License/Farm License
or Server License, or (b) repair or replacement of the SOFTWARE that does not meet
the terms of this limited warranty, if and only if the SOFTWARE is returned
to BOOSTSOLUTIONS with a copy of your receipt. You will receive the remedy elected
by BOOSTSOLUTIONS without charge, except that you are responsible for any expenses you
may incur (e.g., cost of shipping the SOFTWARE to BOOSTSOLUTIONS). This limited warranty
is void if failure of the SOFTWARE has resulted from accident, abuse, misapplication,
abnormal use or a virus. Any replacement SOFTWARE will be subject to the warranty
for the remainder of the original warranty period or twenty (20) days, whichever
is longer, and BOOSTSOLUTIONS will use commercially reasonable efforts to provide your
remedy within a commercially reasonable time of your compliance with
BOOSTSOLUTIONS's warranty remedy procedures.
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DISCLAIMER OF WARRANTIES. The limited
warranty that appears above is the only express warranty made to you
and is provided in lieu of any other express warranties
or similar obligations (if any) created by any advertising,
documentation, packaging, or other communications.
EXCEPT FOR THE LIMITED WARRANTY AND
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOOSTSOLUTIONS AND
ITS SUPPLIERS PROVIDE THE 8SOFTWARE AND SUPPORT SERVICES (IF ANY)
AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES
OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR
A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY,
OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS,
OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK
OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION
OF 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 EXCEPT AS PROVIDED IN SECTION 17.1 OF THIS
AGREEMENT, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET
POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD
TO THE SOFTWARE.
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EXCLUSION OF INCIDENTAL,
CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, IN NO EVENT SHALL BOOSTSOLUTIONS OR ITS
SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT,
OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER
INFORMATION, FOR INTERRUPTION OF BUSINESS, FOR PERSONAL INJURY, FOR LOSS
OF PRIVACY, FOR FAILURE TO MEET ANY DUTY 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, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE,
OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION
OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (EXCLUDING
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), MISREPRESENTATION, STRICT LIABILITY,
BREACH OF CONTRACT OR BREACH OF WARRANTY OF BOOSTSOLUTIONS
OR ANY SUPPLIER, AND EVEN IF BOOSTSOLUTIONS
OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
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LIMITATION
OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT
INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES
REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT
OR ANYTHING ELSE), THE ENTIRE LIABILITY OF BOOSTSOLUTIONS AND ANY
OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE
REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT
ELECTED BY BOOSTSOLUTIONS WITH RESPECT TO ANY BREACH OF THE
LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE ACTUAL
DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE
UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS
ITS ESSENTIAL PURPOSE.
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APPLICABLE
LAW.
The law of the
United States of America will be used to judge the applicable nature of any
contest and specific terms of this EULA. All legal cases will be brought before
a U.S. court and will abide by the U.S. laws.
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In the event
that any third party brings a suit against you that is based on a claim that
the, solely as furnished to you under
this Agreement, constitutes direct infringement of any patent issued by, or
trademark/copyright registered in, the United States, BOOSTSOLUTIONS shall
defend such suit or proceeding and shall pay any damages and costs finally
awarded therein against you with respect to such matter, provided that you
immediately notify BOOSTSOLUTIONS of any such claim in writing, furnish
BOOSTSOLUTIONS with a copy of each communication, notice or other action
relating to the alleged infringement and give BOOSTSOLUTIONS the authority,
information and assistance necessary to settle, compromise, or litigate such
suit or legal proceeding. Following notice of a claim or a threatened or actual
suit, BOOSTSOLUTIONS may, without obligation to do so, at BOOSTSOLUTIONS's sole
option: (a) procure for you the right to continue to use the BOOSTSOLUTIONS
SOFTWARE as furnished, (b) replace or modify the BOOSTSOLUTIONS SOFTWARE to
make it non-infringing, or (c) discontinue your license for the BOOSTSOLUTIONS
SOFTWARE and refund to you any license fee that you paid for it, less a
reasonable value for use, determined by prorating such license fee on the basis
of a thirty-six (36) month straight line depreciation method, applied to the
period of actual use. BOOSTSOLUTIONS shall not be obligated to defend or be
liable for costs or damages if the infringement or claim thereof arises out of:
(i) use or combination of SOFTWARE with products or data not provided by
BOOSTSOLUTIONS, (ii) use of other than the latest unmodified release of the
SOFTWARE made available to you by BOOSTSOLUTIONS, (iii) modification of the
SOFTWARE by anyone, (iv) use of the SOFTWARE after receiving notice, or having
reason to believe, that the SOFTWARE infringes a patent or copyright of a third
party, or (v) a claim based on any portion of the Windows® software that may be
included with the SOFTWARE. THE FOREGOING STATES YOUR EXCLUSIVE REMEDY AND
BOOSTSOLUTIONS’S ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OF ANY PATENT OR
COPYRIGHT BY SOFTWARE, AND BOOSTSOLUTIONS SHALL HAVE NO LIABILITY WITH RESPECT
TO ANY OTHER INTELLECTUAL PROPERTY RIGHT.
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ENTIRE
AGREEMENT; SEVERABILITY.
This EULA (including any addendum or amendment to this
EULA that is included with the SOFTWARE) represents the entirety of the
agreement between you and BOOSTSOLUTIONS relating to the SOFTWARE, the
License 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
BOOSTSOLUTIONS policies or programs for support services conflict with the
terms of this EULA, the terms of this EULA shall control unless both
parties otherwise agree in writing. If any provision of this
EULA is held to be void, invalid, unenforceable or illegal,
the other provisions shall continue in full force and effect.
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PARTIAL
INVALIDITY:
If any provision
of the terms, or any part of a provision, is found by any court or administrative
body of competent jurisdiction to be illegal, invalid or unenforceable, and the
provision (or part-provision) in question is not of a fundamental nature to the
terms as a whole, the legality, validity or enforceability of the remainder of
the terms (including the remainder of the term that contains the relevant
provision) shall not be affected.
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NO WAIVER: The failure to exercise, or delay in
exercising, a right, power or remedy provided by the terms or by law shall not
constitute a waiver of that right, power or remedy. If BOOSTSOLUTIONS waives a
breach of any provision of the terms, this shall not
operate as a waiver of a subsequent breach of that provision, or as a waiver of
a breach of any other provision.
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SURVIVAL: The terms of paragraphs
3.1,11,12,13,14,15 and 16 of this EULA, and any other provision of the
additional terms that are expressed to survive or operate in the event of
termination, shall survive termination of this EULA and the applicable
additional terms for whatever reason.