MAGY® SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A
LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE
ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND MAGY, INC. READ IT CAREFULLY BEFORE
COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE
TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.
BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF
THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF
YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT DOWNLOAD, INSTALL OR
USE THE SOFTWARE. THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY MAGY,
INC. HEREWITH REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED
(a) "Magy" means Magy, Inc. and its licensors, if any.
(b) "Software" means only Magy software program(s) and third party
software programs, in each case, supplied by Magy herewith, and corresponding
documentation, associated media, printed materials, and online or electronic
(c) "Not Registered Version" or "Trial Version" means a
version of the Software, so identified, to be used for any purposes, but only
after the registration of the product. The "Not Registered Version"
or "Trial Version" can be used only to review, demonstrate and evaluate
the Software and may have an evaluation period.
2. License Grants
The licenses granted in this Section 2 are subject to the terms and conditions
set forth in this EULA:
(a) Subject to Section 2(b), you may install and use the Software on a single
computer; OR install and store the Software on a storage device, such as a network
server, used only to install the Software on your other computers over an internal
network, provided you have a license for each separate computer on which the
Software is installed and run. Except as otherwise provided in Section 2(b),
a license for the Software may not be shared, installed or used concurrently
on different computers.
(b) Portable or Home Computer Use for Software Requiring Product Registration.
For Software requiring Production Registration, in addition to the single copy
of the Software permitted in Section 2(a), the primary user of the computer
on which the Software is installed may NOT make a second copy of the Software
and install it on either a portable computer or a computer located at his or
her home for his or her exclusive use without the permission of Magy. For the
users who have got the permission from Magy to make a second copy must provide
that: (A) the second copy of the Software on the portable or home computer (i)
is not used at the same time as the copy of the Software on the primary computer
and (ii) is used by the primary user solely as allowed for such version or edition
(such as for educational use only), (B) the second copy of the Software is not
installed or used after the time such user is no longer the primary user of
the primary computer on which the Software is installed, and (C)the Software
was not licensed under a volume discount.
(c) You agree that Magy may audit your use of the Software for compliance with
these terms at any time, upon reasonable notice. In the event that such audit
reveals any use of the Software by you other than in full compliance with the
terms of this Agreement, you shall reimburse Magy for all reasonable expenses
related to such audit in addition to any other liabilities you may incur as
a result of such non-compliance.
(d) Your license rights under this EULA are non-exclusive.
(e) Product Registration. You may need to register the Software through the
use of the Internet. There are technological measures in this Software that
are designed to prevent unlicensed or illegal use of the Software. You agree
that Magy may use those measures and you agree to follow any requirements regarding
such technological measures. You may also need to reregister the Software if
you modify your computer hardware or alter the Software. Product registration
is based on the exchange of information between your computer and Magy. None
of this information will be used to identify any personal information about
you or any characteristics of your computer configuration.
3. License Restrictions
(a) Other than as set forth in Section 2, you may not make or distribute copies
of the Software, or electronically transfer the Software from one computer to
another or over a network.
(b) You may not alter, merge, modify, adapt or translate the Software, or decompile,
reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable
(c) Unless otherwise provided herein, you may not rent, lease, or sublicense
(d) Other than with respect to a Trial Version or a Not For Resale Version
of the Software, you may permanently transfer all of your rights under this
EULA only as part of a sale or transfer, provided you retain no copies, you
transfer all of the Software (including all component parts, the media and printed
materials, any upgrades, this EULA, and the serial numbers), and the recipient
agrees to the terms of this EULA. If the Software is an upgrade, any transfer
must include all prior versions of the Software from which you are upgrading.
You may retain no copies of the Software. You may not sell or transfer any Software
purchased under a volume discount. You may not sell or transfer any Trial Version
or Not For Resale Version of the Software. If the copy of the Software is licensed
as part of the Studio (as defined above), the Software shall be transferred
only with and as part of the sale or transfer of the whole Studio and not separately.
(e) Unless otherwise provided herein, you may not modify the Software or create
derivative works based upon the Software.
(f) Unless otherwise provided herein, you shall not (A) in the aggregate, install
or use more than one copy of the Software without the permission of Magy, (B)
download the updates of the Software under more than one username (if asked),
and (C) alter the contents of a hard drive or computer system to enable the
use of the Trial Version of the Software for an aggregate period in excess of
the trial period for one license to such Trial Version.
(g) You may not export the Software into any country prohibited by the United
States Export Administration Act and the regulations.
(h) You shall not use the Software to develop any application having the same
primary function as the Software.
(i) In the event that you fail to comply with this EULA, Magy may terminate
the license and you must destroy all copies of the Software (with all other
rights of both parties and all other provisions of this EULA surviving any such
If this copy of the Software is an upgrade from an earlier version of the Software,
it is provided to you on a license exchange basis. You agree by your installation
and use of such copy of the Software to voluntarily terminate your earlier EULA
and that you will not continue to use the earlier version of the Software or
transfer it to another person or entity unless such transfer is pursuant to
The foregoing license gives you limited license to use the Software. Magy and
its suppliers retain all right, title and interest, including all copyright
and intellectual property rights, in and to, the Software (as an independent
work and as an underlying work serving as a basis for any application you may
develop), and all copies thereof. All rights not specifically granted in this
EULA, including Federal and International Copyrights, are reserved by Magy and
6. LIMITED WARRANTY AND DISCLAIMER
(a) Magy warrants that, for a period of thirty (30) days from the date of delivery
(as evidenced by a copy of your receipt): (i) when used with a recommended hardware
configuration, the Software will perform in substantial conformance with the
documentation supplied with the Software; and (ii) the physical media on which
the Software is furnished will be free from defects in materials and workmanship
under normal use.
(b) MAGY PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR
ANY VERSION OF THE SOFTWARE. ANY VERSION OF THE SOFTWARE IS PROVIDED "AS
(c) EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY WITH RESPECT TO SOFTWARE,
MAGY AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT
AND TITLE OR QUIET ENJOYMENT. MAGY DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE
OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE
2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE
SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS
REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION.
(d) 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
(e) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MAGY, ITS DEALERS, DISTRIBUTORS,
AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE
OF ANY WARRANTY PROVIDED HEREIN.
7. Exclusive Remedy
Your exclusive remedy under the preceding is to return the Software to the
place you acquired it, with a copy of your receipt and a description of the
problem. Provided that any non-compliance with the above warranty is reported
in writing to Magy no more than thirty (30) days following delivery to you,
Magy will use reasonable commercial efforts to supply you with a replacement
copy of the Software that substantially conforms to the documentation, provide
a replacement for defective media. Magy shall have no responsibility if the
Software has been altered in any way, if the media has been damaged by misuse,
accident, abuse, modification or misapplication, or if the failure arises out
of use of the Software with other than a recommended hardware configuration.
Any such misuse, accident, abuse, modification or misapplication of the Software
will void the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE
TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE
AND RELATED DOCUMENTATION.
8. LIMITATION OF LIABILITY
(a) NEITHER MAGY NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR
ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE
LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED
ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MAGY OR
ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES
AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
9. Basis of Bargain
The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability
set forth above are fundamental elements of the basis of the agreement between
Magy and you. Magy would not be able to provide the Software on an economic
basis without such limitations. Such Limited Warranty and Disclaimer, Exclusive
Remedies and Limited Liability inure to the benefit of Magy's licensors.
10. Consumer End Users Only
The limitations or exclusions of warranties and liability contained in this
EULA do not affect or prejudice the statutory rights of a consumer, i.e., a
person acquiring goods otherwise than in the course of a business.
The limitations or exclusions of warranties, remedies or liability contained
in this EULA shall apply to you only to the extent such limitations or exclusions
are permitted under the laws of the jurisdiction where you are located.
This EULA contains the complete agreement between the parties with respect
to the subject matter hereof, and supersedes all prior or contemporaneous agreements
or understandings, whether oral or written. You agree that any varying or additional
terms contained in any purchase order or other written notification or document
issued by you in relation to the Software licensed hereunder shall be of no
effect. The failure or delay of Magy to exercise any of its rights under this
EULA or upon any breach of this EULA shall not be deemed a waiver of those rights
or of the breach.
No Magy dealer, agent or employee is authorized to make any amendment to this
If any provision of this EULA shall be held by a court of competent jurisdiction
to be contrary to law, that provision will be enforced to the maximum extent
permissible, and the remaining provisions of this EULA will remain in full force
All questions concerning this EULA shall be directed to: Magy, Inc.
Magy and other trademarks contained in the Software are trademarks or registered
trademarks of Magy, Inc. in the United States and/or other countries. Third
party trademarks, trade names, product names and logos may be the trademarks
or registered trademarks of their respective owners. You may not remove or alter
any trademark, trade names, product names, logo, copyright or other proprietary
notices, legends, symbols or labels in the Software. This EULA does not authorize
you to use Magy's or its licensors' names or any of their respective trademarks.
Magy® Software End User License Agreement (12/1/04)
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