PROJECT UTILITY BELT
END USER LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: This End User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and Millennium Engineering and Integration Company (“MEI”) for the Project Utility Belt (“PUB”) software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (collectively, the "Software Product"). The Software Product also includes any software updates, add-on components, web services and/or supplements that MEI may provide to You or make available to You after the date You obtain your initial copy of the Software Product to the extent that such items are not accompanied by a separate license agreement or terms of use. By clicking the “I Accept” button below, installing, copying, downloading, accessing or otherwise using the Software Product, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install, access or use the Software Product.
SOFTWARE PRODUCT LICENSE
1. GRANT OF LICENSE. This Section of the EULA describes your general rights to install and use the Software Product. The license rights described in this Section are subject to all other terms and conditions of this EULA.
General License Grant to Install and Use Software Product. You may install and use one copy of the Software Product on a single computer, device, workstation, terminal, or other digital electronic or analog device ("Device"). You may make a second copy of the Software Product and install it on a portable Device for the exclusive use of the person who is the primary user of the first copy of the Software Product. A license for the Software Product may not be shared.
Alternative License Grant for Storage/Network Use. As an alternative to the rights granted in the previous section, You may install a copy of the Software Product on one storage Device, such as a network server, and allow individuals within your business or enterprise to access and use the Software Product from other Devices over a private network, provided that You acquire and dedicate a license for the storage Device upon which the Software Product is installed and each separate Device from which the Software Product is accessed and used. A license for the Software Product may not be used concurrently on different Devices.
Reservation of Rights. All rights not expressly granted are reserved by MEI.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
Copy Protection. The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product or may require original media for use of the Software Product on the Device. It is illegal to make unauthorized copies of the Software Product or to circumvent any copy protection technology included in the Software Product.
Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not (and shall not allow any third party to) (a) sub-license, in whole or in part, the Software Product; (b) decompile, disassemble, or otherwise reverse engineer any Software Product or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software Product by any means whatsoever; (c) remove any product identification, copyright, trademark or other notices; (d) provide, lease, lend, use for timesharing, service bureau, subscription service, rental use or hosting purposes or otherwise use or allow others to use the Software Product to or for the benefit of third parties; or (e) modify, incorporate into or create a derivative work of any part of the Software Product.
Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device unless expressly permitted by this EULA.
Trademarks. This EULA does not grant You any rights in connection with any trademarks or service marks of MEI.
Trouble Shooting Support Services. MEI may, at its own option and in its sole discretion, provide You with trouble shooting support services related to the Software Product ("Trouble Shooting Support Services"). Use of this Trouble Shooting Support Services is governed by the MEI policies and programs. Any supplemental software code provided to You as part of the Trouble Shooting Support Services are considered part of the Software Product and subject to the terms and conditions of this EULA. You acknowledge and agree that MEI may use technical information You provide to MEI as part of the Trouble Shooting Support Services for its business purposes, including for product support and development. MEI will not utilize such technical information in a form that personally identifies You.
Software Product Transfer. The initial licensee of the Software Product may not transfer this EULA and Software Product to any other end user if the license is for a single unit. Organizations with multi user licenses may transfer the product to other end users within their organizations to accommodate personnel changes provided the authorized number of copies in their license is not exceeded. This transfer must include all of the Software Product (including all component parts, the media and printed materials, any upgrades, and this EULA).
Termination. Without prejudice to any other rights, MEI may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must immediately destroy all copies of the Software Product and all of its component parts. Sections 4, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive termination of this EULA for any reason.
3. UPGRADES.
Standard Software Product. If the Software Product is labeled as an upgrade, You must be properly licensed to use a product identified by MEI as being eligible for such upgrade in order to use such Software Product. A Software Product labeled as an upgrade replaces or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that You licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device.
4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Software Product (including, but not limited to, any images and text incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by MEI. All title and intellectual property rights in and to the content that is not contained in the Software Product, but may be accessed through use of the Software Product, is the property of the respective content owners 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 Product contains documentation, such as the User Manual, that is provided only in electronic form, You may print one copy of such electronic documentation.
5. BACKUP COPY. Without limiting the provisions of Section 2, after installation of one copy of the Software Product pursuant to this EULA, You may keep the original Software Product solely for backup or archival purposes. Except as expressly provided in this EULA, You may not otherwise make copies of the Software Product or the printed materials accompanying the Software Product. You must reproduce and include the copyright notice, trademark notice and other internal or external proprietary notices or legends of MEI that appear on the original Software Product on any copies and any media thereof made in accordance with the terms of this EULA.
7. EXPORT RESTRICTIONS. You acknowledge that the Software Product is of United States origin. You agree to comply with all applicable international and national laws that apply to the Software Product, including the United States Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by the United States and other governments.
8. APPLICABLE LAW. This EULA shall be deemed to have been made and executed in the State of Maryland, United States, and any dispute arising hereunder shall be (a) resolved in accordance with the laws of the State of Maryland, without regard to conflicts of laws principles; and (b) brought solely in a state or federal court located in the State of Maryland; provided, however, that either party may enforce any judgment rendered by such court in any court of competent jurisdiction. You hereby consent to (and waive any objection to) personal jurisdiction and venue in the State of Maryland. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any state’s adoption of the Uniform Computer Information Transactions Act shall apply to, or govern, this EULA.
If any provision of this EULA is held to be unenforceable, such decision shall not affect the validity or enforceability of any or all of the remaining provisions, and any provision deemed unenforceable shall automatically be revised with the least changes necessary to effect, to the fullest extent permitted by law, the intent of the parties as set forth in this EULA.
Should You have any questions concerning this EULA, or if You desire to contact MEI for any reason, please contact us at Millennium Engineering and Integration Company (Attn: PUB)/2231 Crystal Drive, Suite 711/Arlington, VA 22202.
9. LIMITED WARRANTY
LIMITED WARRANTY FOR THE SOFTWARE PRODUCT. MEI warrants that the Software Product will perform substantially in accordance with the accompanying materials for a Warranty Period of thirty (30) days from the date of your receipt of the Software Product (the “Limited Warranty”). The Software Product performance is only warranted when used on Microsoft Project ™ and within the Microsoft Windows ™ Operating System.
Any supplements or updates to the Software Product, including without limitation, any (if any) service packs or hot fixes provided to You after the expiration of the Warranty Period are not covered by any warranty or condition, express, implied or statutory.
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 MEI, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL DAMAGES, if the Software Product does not meet the Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 11 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty.
YOUR EXCLUSIVE REMEDY FOR BREACH OF THE LIMITED WARRANTY. Upon our receipt of the failed Software Product and applicable proof of purchase (to be provided to MEI at your sole expense), MEI’s and our suppliers’ entire liability to You and your exclusive remedy for breach of the Limited Warranty shall be, at our sole option, (a) return of the price paid (if any) for the Software Product; or (b) repair or replacement of the Software Product). This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the original Warranty Period. To exercise your remedy, contact Millennium Engineering and Integration Company (Attn: PUB)/2231 Crystal Drive, Suite 711/Arlington, VA 22202.
10. 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 (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEI AND OUR SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES (IF ANY) 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, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT.
11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEI OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING 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 PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MEI OR ANY SUPPLIER, AND EVEN IF MEI OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF MEI AND ANY OF OUR SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY MEI WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 9, 10 and 11 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
13. CONFIDENTIALITY. You agree that You shall (a) maintain as confidential the Software Product and any other information and documentation related thereto, including the pricing and other terms and conditions of this EULA (“Confidential Information”); (b) exercise at least the same degree of care to safeguard the Confidential Information that You use to safeguard your own confidential information (but not less than reasonable care); (c) not, directly or indirectly, disclose the Confidential Information to any third parties unless expressly authorized by MEI in a prior signed writing; and (d) not use the Confidential Information for your benefit or for the benefit of any third party. You shall only permit access to Confidential Information to those of your employees who have a need to know in order to fulfill your rights and obligations hereunder, and who are bound by confidentiality obligations at least as restrictive as those contained herein. All Confidential Information shall remain the property of MEI and, subject to Section 2 above (“Termination”), shall be returned upon written request or termination of this EULA. MEI shall have the right to identify You as a licensee of the Software Product. You shall not have any confidentiality obligation with respect to information that you can show by documented evidence: (aa) is or becomes generally known to the public other than as a result of your own acts; (bb) is independently developed by You; (cc) is known to You prior to your receipt from MEI, as demonstrated by written evidence; (dd) is disclosed to You by a third party who has no duty of confidentiality to MEI, on a non-confidential basis and not in violation of any confidentiality agreement; or (ee) is required to be disclosed by lawful process, provided that You shall provide MEI with timely notice to allow MEI to seek a protective order or otherwise object.
14. MISCELLANEOUS. Failure by either party to exercise any right or remedy under this EULA does not signify acceptance of the event giving rise to such right or remedy. To the extent permitted by applicable law, no action, regardless of form, arising out of this EULA may be brought by You more than one (1) year after the cause of action has accrued. The parties enter into this EULA as, and shall remain, independent contractors with respect to one another. Nothing in this EULA shall create a partnership, joint venture, agency, or employment relationship between the parties.
15. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between You and MEI relating to the Software Product 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 Product or any other subject matter covered by this EULA. To the extent the terms of any MEI policies or programs for Support Services conflict with the terms of this EULA, the terms of this EULA shall control.
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