End-user Software License Agreement

The End-User License Agreement is entered between You (the End-User) and Raisonance when you buy a Raisonance Product.

1.1 GRANT OF LICENSE: RAISONANCE grants you the right to use one copy of the SOFTWARE PRODUCT that you have bought, on a single computer. The SOFTWARE PRODUCT is in use on a computer when it is loaded into temporary memory (i.e., RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer. However, installation on a network server for the sole purpose of distribution to one or more other computers shall not constitute "use" for which a separate license is required.

1.1a SOFTWARE PROTECTION: This SOFTWARE PRODUCT comes with some form of protection (Hardware Platform, Software Key, Dongle). The protection is part of the SOFTWARE PRODUCT and you agree to be bound to the limitations or restriction imposed by the software protection employed.

1.2 COPYRIGHT: The SOFTWARE PRODUCT is owned by RAISONANCE or its suppliers and is protected by international copyright laws and treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material (e.g., a book or musical recording) except that you may make one backup copy of the SOFTWARE PRODUCT solely for backup or archival purposes and you may transfer the SOFTWARE PRODUCT to a single hard disk. You may not copy the written materials that accompany the SOFTWARE PRODUCT.

1.3 OTHER RESTRICTIONS: You may not rent or lease the SOFTWARE PRODUCT, but you may transfer the SOFTWARE PRODUCT and all accompanying written materials on a permanent basis provided you retain no copies and the recipient agrees to the terms of this Agreement. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT. If the SOFTWARE PRODUCT is an update or has been updated, any transfer must include the most recent update and all prior versions.

1.4 RIGHT TO CREATED FILES: RAISONANCE extends you a royalty-free right to reproduce and distribute executable files (e.g., HEX files) created using the SOFTWARE PRODUCT provided that you do not use the RAISONANCE name, logo, or trademarks to market your software product and that you agree to indemnify, hold harmless, and defend RAISONANCE and its suppliers from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use or distribution of your software product.

1.5 LIMITED WARRANTY: RAISONANCE warrants that the SOFTWARE PRODUCT will perform substantially with the accompanying written materials for a period of one year from the date of receipt and that any hardware accompanying the SOFTWARE PRODUCT will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from the date of receipt. Any implied warranties on the SOFTWARE PRODUCT are limited to one year. Any implied warranties on hardware are limited to one (1) year.

1.6 CUSTOMER REMEDIES: The entire liability of RAISONANCE and its suppliers and your exclusive remedy shall be, at the option of RAISONANCE either return of the price paid or repair or replacement of the SOFTWARE PRODUCT or hardware that does not meet the Limited Warranty and which is returned to RAISONANCE with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT or hardware has resulted from accident, abuse, or misapplication. Any replacement of the SOFTWARE PRODUCT or hardware will be warranted for the remainder of the original warranty period or thirty (30) days whichever is longer.

1.7 NO OTHER WARRANTIES: RAISONANCE and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the SOFTWARE PRODUCT, the accompanying written materials, and any accompanying hardware.

1.8 NO LIABILITY FOR CONSEQUENTIAL DAMAGES: In no event shall RAISONANCE or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use this product, even if RAISONANCE has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

1.9 INDEMNIFICATION:  Raisonance will, at its sole expense, indemnify, defend and hold Customer harmless from and against all claims, suits, actions, damages, settlements, losses, liabilities, costs and expenses, including without limitation reasonable attorneys’ fees, arising out of or in connection with any claim that the Software or any licensed use thereof infringes or misappropriates a third party intellectual property right, including but not limited to any copyright, trade secret or paten right.  These obligations will not apply to claims or damage: (i) arising from a modification to Software made other than by Raisonance or made by Customer without Raisonance’s consent; or (iv) arising from Software or a modification created by Raisonance at Customer’s request, if the requested change or functionality could not reasonably have been implemented without infringing.  Raisonance’s obligations are conditioned upon Customer: (i) notifying Raisonance of any actual or threatened suit, claim or proceeding on which indemnity is or may be sought; (ii); and (iii) reasonably cooperating with Raisonance, at Raisonance’s expense, in the defense and settlement of the claim.  Raisonance will not settle a claim without Customer’s prior written consent.

If any Software becomes, or in Raisonance’s opinion is likely to become, the subject of an infringement or misappropriation claim, Raisonance may, at its option and expense: (i) obtain for Customer the right to continue using the Software as licensed; (ii) modify the Software to avoid the claim of infringement; or (iii) if in Raisonance’s good faith opinion neither (i) nor (ii) is commercially reasonable, terminate the license to that Software and refund a pro-rata portion of the license fee paid for that Software, amortized on a straight line basis over a five (5) year period and pay all fees and expenses incurred by Customer to procure and install a substitute software.