LARU CORPORATION
END USER LICENSE AGREEEMENT
NOTICE TO END USER
Read this agreement carefully. By copying, installing or using all or any portion of the software you accept all of the Terms and Conditions of this agreement, including all of the sections herein. You agree that this agreement is like any written negotiated agreement signed by you. This agreement is enforceable against you and any legal entity that obtained the software and on whose behalf it is used (for example, your employer). If you do not agree to the Terms and Conditions of this agreement, do not install or use the software. Visit www.larucorp.com for terms of and limitations on returned the software for a refund.
You may have another written agreement directly with Laru Corporation (Laru), such as a volume license agreement, that supplements or supercedes all or portions of this agreement.
Laru owns all intellectual property in the software. The software is licensed, noT sold. Laru permits you to copy, download, install, use or otherwise benefit from the functionality or intellectual property of the software only in accordance with the terms of this agreement. Use of some third party materials and services included in or accessed through the software may be subject to other terms and conditions typically found in a separate license agreement, terms of use or ‘Read Me’ text located within or near such materials or services.
The software mAy include product activation and other technology designed to prevent unauthorized copying. The activation technology may prevent your use of the software if you do not follow the activation process described in the on screen instructions and printed documentation. Visit www.larucorp.com for information ABOUT, OR assistance WITH, product activation.
1. DEFINITIONS
“Laru” means Laru Corporation, with its principal place of business located at 5009 Windplay Drive, Suite 3, El Dorado Hills, California 95762. “Computer” means a computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instruction. “Internal Network” means a private, proprietary network resource accessible only by employees and individual contractors of a specific corporation or similar business entity. Internal Network does not include the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and other organized associations. “Permitted Number” means one (1) unless otherwise indicated under a valid license, such as a volume or site license, granted by Laru.
“Software” means (a) all of the information with which this agreement is provided, including but not limited to (i) Laru or third party software files and other computer information; (ii) content such as sample files; (iii) Documentation: related explanatory written materials and files; and (b) any modified versions and copies of, and upgrades, updates and additions to such information, provided to you by Laru at any time, to the extent not provided under a separate agreement (collectively, “Updates”).
2. SOFTWARE LICENSE
If you obtained the Software from Laru or one of its authorized licensees and as long as you comply with the terms of this agreement, Laru grants you a non-exclusive license to use the Software in the manner and for the purposes described in the Documentation, as further set forth below.
2.1General Use: You may install and use one copy of the Software on up to the Permitted Number of your compatible Computers; or
2.2Server Deployment: You may install the Permitted Number of copies of the Software on the Permitted Number of Computer file server(s) within your Internal Network for the purpose of downloading and installing the Software on up to the Permitted Number of Computers within the same Internal Network; or
2.3Server Use: You may install the Permitted Number of copies of the Software on the Permitted Number of Computer file server(s) within your Internal Network only for use of the Software initiated by an individual through commands, data or instructions from a Computer within the same Internal Network. The total number of users (not the concurrent number of users) permitted to use the Software on such Computer file server(s) my not exceed the Permitted Number. No other network use is permitted, including, but not limited to use of the Software, either directly or through commands, data or instructions, (i) from or to a Computer not part of your Internal Network, (ii) for enabling Internet or web hosted services, (iii) by any user not licensed to use the Software under a valid license from Laru, (iv) as a component of a system, workflow or service accessible by more than the Permitted Number of users, or (v) for operations not initiated by an individual user (i.e. high-volume automated server processing of payment information); and
2.4Portable or Home Computer Use: The primary user of the Computer on which the Software is installed may install a second copy of the Software for his or her exclusive use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary Computer.
2.5Backup Copy: You may make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.
2.6Content Files: Unless stated otherwise in the ‘Read Me’ text associated with the Content Files, which may include specific rights and restrictions with respect to such materials, you may display, modify, reproduce and distribute any of the Content Files. However, you may not distribute the Content Files on a stand-alone basis (i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed). Content Files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon any third party intellectual property rights or in any otherwise unlawful manner. You may not claim any trademark rights in the Content Files or derivative works.
3. INTELLECTUAL PROPERTY OWNERSHIP
The Software and any authorized copies that you make are the intellectual property of and are owned by Laru Corporation. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Laru Corporation. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Laru Corporation.
4. RESTRICTIONS
4.1NOTICES: You may not copy the Software except as set forth in this Agreement. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2NO MODIFICATIONS: Except as permitted in this Agreement, you may not modify, adapt or translate the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.
4.3NO UNBUNDLING: The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted in this Agreement. You are not required to use all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers. You may not unbundle or repackage the Software for distribution, transfer or resale.
4.4NO TRANSFER: You may not rent, lease, sell, sublicense, assign or transfer your rights in the software, or authorize any portion of the software to be copied onto another individual or legal entity’s computer except as may be permitted herein. You may, however, transfer all your rights to use the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, and (ii) the product code(s), the Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions; (b) you retain no upgrades, updates or copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. Notwithstanding the foregoing, you may not transfer educational, pre-release, or not for resale copies of the Software. Prior to a transfer Laru may require that you and the receiving party confirm in writing your compliance with this agreement, provide Laru with information about yourselves, and register end-users of the Software. Allow approximately six-weeks to transfer. Please visit Laru Corporation’s support pages for more information.
5. UPDATES
If the Software is an upgrade or update to a previous version of Laru software, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its EULA only if (a) the upgrade or update and all previous versions are installed on the same device, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device and (c) you acknowledge that any obligation Laru may have to support the previous version(s) may be ended upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by Laru with additional or different terms.
6. LIMITED WARRANTY
Except as may be otherwise provided in this Agreement, Laru warrants to the individual or entity that first purchases a license for the Software for use pursuant to the terms of this agreement that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following receipt of the Software when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. This limited warranty does not apply to patches, pre-release (Beta), tryout, starter, evaluation, product sampler or not for resale (NFR) copies of Software. All warranty claims must be made, along with proof of purchase, to the Laru Customer Support Department within such ninety (90) day period. Visit the Laru Customer Support pages at www.larucorp.com for more information about warranty claims. If the Software does not perform substantially in accordance with the Documentation, the entire liability of Laru and its affiliates and your exclusive remedy will be limited to either, at Laru’s option, replacement of the Software or refund of the license fee you paid for the Software. The limited warranty set forth in this section giveS you specific legal rights. You may have additional rights which vary from jurisdiction to jurisdiction. For further warranty information, please see the jurisdiction specific provisions at the end of this agreement, if any, or contact the Laru Customer Support Department.
7. DISCLAIMER
The foregoing limited warranty is the only warranty made by Laru and its affiliates and states the sole and exclusive remedies for Laru, its affiliates or suppliers’ breach of warranty. Except for the foregoing limited warranty and any warranty, condition, representation or term to the extent the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, Laru and its affiliates and suppliers provide the Software and access to any websites, online services and cd services as-is and with all faults and expressly disclaim all other warranties, conditions, representations or terms, express or implied, whether by statuTe, common law, custom, usage or otherwise as to any matter, including but not limited to performance, security, non-infringement of third party rights, integration, merchantability, quiet enjoyment, satisfactory quality or fitness for any particular purpose. The provisions of Section 7 and Section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement.
8. LIMITATION OF LIABILITY
Except for the exclusive remedy set forth above and as otherwise provided in this Agreement, in no event will Laru or its affiliates or suppliers be liable to your for any loss, damages, claims or cost whatsoever including any consequential, indirect or incidental damages, any lost profits or lost savings, anY damages resulting from business interruption, personal injury or failure to meet any duty of care, or claims by a third party, even if a Laru representative has been advised of the possibility of such loss, damages, claims or costs. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. Laru’s aggregate liability and that of its affiliates and suppliers under or in connection with this agreement will be limited to the amount paid for the software, if any. This limitation will apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this agreement.
9. EXPORT RULES
you agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
10. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California.
11. GENERAL PROVISIONS
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement will not prejudice the statutory rights of any party dealing as a consumer. For example, for consumers in New Zealand who obtain the Software for personal, domestic or household use (not business purposes), this agreement is subject to the Consumer Guarantees Act. This agreement may only be modified by a writing signed by an authorized officer of Laru. The English version of this agreement will be the version used when interpreting or construing this agreement. This is the entire agreement between Laru and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
12. NOTICE TO U.S. GOVERNMENT END USERS
12.1 Commercial Items. The Software and Documentation are “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Laru Corporation, 5009 Windplay Drive, Suite 3, El Dorado Hills, CA 95762, USA.
12.2 U.S. Government Licensing of Laru Technology. You agree that when licensing Laru Corporation’s Technology for acquisition by the U.S. Government, or any contractor therefore, you will license consistent with the polices set forth in 48 C.F.R. § 12.212 (for civilian agencies) and 48 C.F.R. § 227.7202-1 and 227.7202-4 (for the Department of Defense).
13. COMPLIANCE WITH LICENSES
If you are a business, company or organization, you agree that upon request from Laru or its authorized representative you will within thirty (30) days fully document and certify that use of any and all Laru software at the time of request is in conformity with your valid licenses from Laru.
14. SPECIFIC PROVISIONS AND EXCEPTIONS
This section sets forth specific provisions related to certain components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition.
14.1 Pre-release Software Additional Terms: If the Software is pre-commercial release or beta software (“Pre-release Software”), then this Section applies. The Pre-release Software is a pre-release version, does not represent final product from Laru, and may contain bugs, errors and other problems that could cause system or other failures and data loss. Laru may never commercially release the Pre-release Software. If you received the Pre-release Software pursuant to a separate written agreement, such as the Laru Corporation Beta Software Agreement, your use of the Software is also governed by such agreement. You will return or destroy all copies of Pre-release Software upon request by Laru or upon Laru’s commercial release of such Software. Your use or Pre-release Software is at your own risk. See Section 7 and Section 8 for warranty disclaimers and liability limitations which govern Pre-release software.
14.2 Tryout, Product Sampler, NFR, Additional Terms. If the Software is tryout, starter, product sampler, or NFR software (‘Not For Resale’), then the following Section applies. The Tryout Software may contain limited functionality and is to be used for demonstration and evaluation purposes only and not for your commercial purposes. Your use of Tryout Software is at your own risk, see Sections 7 and 8 for warranty disclaimers and liability limitations which govern tryout software.
14.3 Time Out Software. If the Software is a timeout version then it will cease operations after a designated period of time or number of launches following installation. The license hereunder will terminate after such period or number of launches unless extended by Laru upon your acquisition of a full retail license. Access to any files or output created with such software or any product associated with such software is entirely at your own risk.
14.4 Educational Software Product. If the Software accompanying this agreement is an Educational Software Product (Software manufactured and distributed for use by only Educational End Users), you are not entitled to use the Software unless you qualify in your jurisdiction as an Educational End User. Please visit www.larucorp.com to learn if you qualify.
14.5 Online Services. The Software may rely upon or facilitate your access to websites maintained by Laru or its affiliates or third parties offering goods, information, software and services (“Online Services”). Your access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such services. Laru may at any time, for any reason, modify or discontinue the availability of any website and Online Services. Laru does not control, endorse or accept responsibility for websites or Online services offered by third parties. Any dealings between you and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Except as expressly agreed by Laru or its affiliates or a third party in a separate agreement, your use of websites and online services is at your own risk under the warranty and liability limitations of sections 7 and 8.
If you have any questions regarding this agreement or if you wish to request any information from Laru please use the address and contact information included with this product to contact Laru.