End-User License Agreement ("EULA")

"Licensee" shall mean a physical person or legal entity that has acquired a license to the Software.

This EULA is a legal agreement between you (Licensee) and SOFPRO (Licensor) for the Software accompanying this EULA.

"Software" shall mean any software whether provided as downloadable or as an online service, tool, utility, documentation or similar delivered by SOFPRO including the license file and any revision, update or upgrade hereto which are made available by SOFPRO to the End User under the terms and conditions set out in this EULA

By installing, copying, or otherwise using the Software, the Licensee agrees to be bound by the terms of this EULA.

If you do not agree to the terms of this EULA, you may not install or use the Software.

The Licensee acknowledges that use of Software and licensing may require connection to the Internet. Software may connect to SOFPRO activation center website in order to be able to assign, verify or otherwise manage issued Software license.

The Licensee alone is responsible for the backup of all data, configurations and settings stored in the Software.

Scope of the End User License

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.

SOFPRO hereby grants to the Licensee a non-assignable and non-exclusive right to use the Software in accordance with the terms and conditions set out in this EULA solely for the Licensee’s own internal business operations. The license is effective upon installation by the Licensee and remains in force until termination by either party.

The Licensee shall obtain no rights to the Software. SOFPRO retains all intellectual property rights to the Software, updates, documentation, and all data enclosed in it, including, but not limited to, copyright, trademarks and other rights, titles and interests in the Software.

Reservation of Rights: All rights not expressly granted are reserved by SOFPRO.

Licensee may use provided Software to protect and distribute an unlimited number of his applications.

Licensee may freely distribute provided redistributable modules with his protected applications.

Licensee may digitally sign provided redistributable modules if they are not already digitally signed by SOFPRO.

Restrictions

Licensee must maintain all copyright notices on all copies of the Software.

The Software is licensed as a Subscription license that needs to be renewed annually (every 12 months). Monthly Subscription payment option may be available for the Software.

Subscription license gives the Licensee a right to use the Software during the course of Subscription.

If the Subscription license is not renewed, the Licensee no longer has any right to use the Software and he will no longer be eligible for new updates and support.

Licensee has to pay the Subscription license for each computer on which Software is used.

Licensee may not install desktop version of Software on a network server and then access and use Software remotely by multiple users. Each remote user requires separate Subscription in this case. 

Limitations of Reverse Engineering, De-compilation and Disassembly. Licensee may not reverse engineer, decompile, or disassemble the Software.

Licensee may not rent, lease or lend the Software.

Software Transfer to another party.

You may permanently transfer all of your rights under this EULA one time, 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, if applicable, the Certificate of Authenticity) and the recipient agrees to the terms of this EULA. Please note that Software will still hold original license owner (your) information. New Software license will be required in case new license owner requires this information to be changed.

Support Services.

SOFPRO may provide you with support services related to the Software ("Support Services"), in its discretion.  Use of Support Services, if any, is governed by the SOFPRO policies and programs described in the user manual, in "online" documentation, and/or other SOFPRO-provided materials. Any supplemental software code provided to you as a part of Support Services shall be considered part of the Software and subject to the terms of this EULA. With respect to technical information you provide to SOFPRO as part of the Support Services, SOFPRO may use such information for its business purposes, including for product support and development. SOFPRO will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support.

Replacement, Modification and Upgrade of the Software.

SOFPRO reserves the right to replace, modify or upgrade the Software at any time by offering you a replacement or modified version of the Software or such upgrade and to charge for such replacement, modification or upgrade. Software replacements, modifications and upgrades are governed by the SOFPRO policies and programs described in the user manual, in "online" documentation, and/or other SOFPRO-provided materials. Any such replacement or modified software code or upgrade to the Software offered to you by SOFPRO shall be considered part of the Software and subject to the terms of this EULA (unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the Software. In the event that SOFPRO offers a replacement or modified version of or any upgrade to the Software, (a) your continued use of the Software is conditioned on your acceptance of such replacement or modified version of or upgrade to the Software and any accompanying superseding EULA and (b) in the case of the replacement or modified Software, your use of all prior versions of the Software is terminated.

Refunds.

All Notate sales are final.  Particular fitness of the software should be tested by the purchaser during the free trial phase prior to purchase. 

Trial (DEMO) version:

You may use DEMO version of Software for evaluation purposes for 30 days. No files protected with Software during this period may be distributed to other users, commercially or non-commercially. After this evaluation period you must either pay for a licensed copy of Software or stop using DEMO version.

Termination

Without prejudice to any other rights, SOFPRO may terminate this EULA if you fail to comply with the terms and conditions of this EULA.  SOFPRO may terminate this EULA by offering you a superseding EULA for the Software or any replacement or modified version of or upgrade to the Software and conditioning your continued use of the Software or such replacement, modified or upgraded version on your acceptance of such superseding EULA. In addition, SOFPRO may terminate this EULA by notifying you that your continued use of the Software is prohibited. In the event that SOFPRO terminates this EULA, you must immediately stop using the Software and destroy all copies of the Software and all of its component parts.

Copyright

All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by the respective content owner. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content.  If this Software contains documentation which is provided only in electronic form, you may print a copy of such electronic documentation for your personal use. You may not copy the printed materials accompanying the Software.

Intellectual Property

The Software is protected by copyright laws, international copyright, patents, trade secrets and other intellectual property rights. As between you and SOFPRO, SOFPRO shall retain all right, title, interest, ownership and intellectual property rights in and to the Software, all current and future enhancements, modifications, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto. The License confers no title or ownership in the Software and is not a sale of any rights in the Software. SOFPRO reserves any and all rights not expressly granted to you.

Disclaimer of warranties

SOFPRO AND ITS SUPPLIERS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU.

Exclusion of all damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOFPRO OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SOFPRO OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Consequential loss

Notwithstanding any clause in this EULA, neither party will be liable to the other for any consequential, incidental, indirect, or special damages arising out of or in connection with the purchase and use of the Software provided under this agreement.

Indemnification

Licensee agrees to indemnify and hold harmless SOFPRO from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Licensee's use of the Software, Licensee’s violation of the this EULA or Licensee’s violation of any rights of another.

Limitation and release of liability

To the full extent allowed by law, YOU HEREBY RELEASE SOFPRO AND ITS SUPPLIERS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE SOFTWARE OR ITS USE. If you do not wish to accept the Software under the terms of this EULA, do not install the Software.

Questions

Should you have any questions, or if you desire to contact SOFPRO for any reason, please contact us.