ZIPList5 Max End-User Enterprise License Agreement
Please read this License Agreement before using ZIPList5 Max. This is a contract with important legal consequences. You and your organization, as the Licensee, indicate your acceptance of the Terms and Conditions of this Agreement by using or copying ZIPList5 Max. If you do not agree to the terms of this License Agreement, you are not permitted to use ZIPList5 Max, and you must immediately delete all downloaded files of ZIPList5 Max from your computer(s) and/or promptly return the ZIPList5 Max media to Melissa Data Corp for a refund of the purchase price.
GRANT OF LICENSE
Melissa Data Corp grants Licensee the following non-exclusive, world-wide rights with respect to ZIPList5 Max. Licensee may: (a) use ZIPList5 Max in accordance with the terms of this Agreement; (b) make multiple copies of ZIPList5 Max for backup or archival purposes; (c) install ZIPList5 Max at multiple locations and/or on multiple computers or workstations. ZIPList5 Max may be installed on multiple network servers, in whole or in part, or as part of a derivative work, and may be used simultaneously by an unlimited number of users within Licensee's organization.
Licensee may NOT: (a) use or copy ZIPList5 Max except as provided in this Agreement; (b) transfer, rent, lease, lend, copy, modify, translate, sublicense, timeshare, or electronically transmit ZIPList5 Max or any derivatives thereof to any third party; (c) modify, adapt, or translate ZIPList5 Max in whole or in part, except as provided in this Agreement; or (d) incorporate ZIPList5 Max into another product for commercial or non-profit distribution.
Permission to distribute ZIPList5 Max, in whole or in part, or as part of a derivative work, outside of Licensee's organization, is not granted by this Agreement, and is specifically prohibited.
Permission to prepare derivative works, incorporating ZIPList5 Max in whole or in part, for use only within Licensee's organization, is granted to Licensee. Such derivative works may be distributed within Licensee's organization and/or used simultaneously used by an unlimited number of users within Licensee's organization.
Such derivative works may not be used or distributed, commercially or privately, outside of the Licensee's organization. The Licensee may obtain the additional right to distribute derivative works incorporating ZIPList5 Max in whole or in part, outside of Licensee's organization, but only by acquiring an additional ZIPList5 Max Duplication License Addendum and paying the appropriate royalty fee to Melissa Data Corp.
The term of this Agreement shall be perpetual from the date of the invoice for ZIPList5 Max issued to Licensee by Melissa Data Corp.
This Agreement entitles Licensee to use the one version ("Current Version") of ZIPList5 Max which is available from Melissa Data Corp on the date of the invoice issued to Licensee by Melissa Data Corp. However, if Licensee has paid for a quarterly subscription for ZIPList5 Max, Licensee is entitled to receive the Current Version, plus the next three (3) quarterly version updates of ZIPList5 Max. If Licensee has paid for a monthly subscription for ZIPList5 Max, Licensee is entitled to receive the Current Version, plus the next eleven (11) monthly version updates of ZIPList5 Max. All provisions of this Agreement apply to all versions of ZIPList5 Max delivered to Licensee by Melissa Data Corp, and remain in effect after all version updates have been delivered to Licensee by Melissa Data Corp.
OWNERSHIP & COPYRIGHT
Title, ownership rights and intellectual property rights in and to ZIPList5 Max and all copies thereof shall remain in Melissa Data Corp and/or its licensors. ZIPList5 Max is copyrighted and protected by United States copyright laws and international treaty provisions. Licensee agrees: (a) not to remove any copyright notice from ZIPList5 Max; (b) to reproduce all such notices on any authorized copies Licensee makes; and (c) to use best efforts to prevent any unauthorized copying of ZIPList5 Max.
ZIPList5 Max, in its various forms, is a compilation of information gathered by Melissa Data Corp. ZIPList5 Max contains a large body of information that is public knowledge, but at the same time it represents a substantial creative compilation effort. Accordingly, it enjoys the same copyright protection as other reference works, such as dictionaries, that contain compilation effort.
For a period of thirty (30) days from the date of the ZIPList5 Max invoice issued to Licensee by Melissa Data Corp, Melissa Data Corp warrants that: (a) the media (if any) on which ZIPList5 Max is distributed will be free from defects in material and workmanship under normal use; and (b) the database conforms substantially to the accompanying Documentation. Specifically, Melissa Data Corp makes no representation or warranty that ZIPList5 Max data, or the accompanying Documentation are "error-free", or meet Licensee's particular standards, requirements, or needs. In all events, any implied warranty, representation, condition, or other term is limited to the physical media (if any) and documentation, and is limited to the 30-day duration of the limited warranty. If Melissa Data Corp receives notification within the warranty period of defects in materials or workmanship, and determines that such notification is correct, Melissa Data Corp will replace the defective media or documentation.
NO OTHER WARRANTIES
Melissa Data Corp SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL OTHER IMPLIED TERMS ARE EXCLUDED.
LIMITATION OF LIABILITY
The entire and exclusive liability and remedy for breach of the limited warranty shall be limited to replacement of defective media or documentation and shall not include or extend to any claim for or right to recover any other damages, including but not limited to, loss of profit, data, or use of the software or special, incidental or consequential damages, or other similar claims, even if Melissa Data Corp has been specifically advised of the possibility of such damages. In no event will Melissa Data Corp's liability for any damages to Licensee or any third party ever exceed the original purchase price paid for the package or the license to use the software, regardless of the form of the claim.
Licensee may terminate this Agreement at any time. Melissa Data Corp will immediately terminate this Agreement and Licensee's right to use ZIPList5 Max without written notice upon Licensee's failure to comply with any provision of this Agreement. If this Agreement is terminated for any reason, Licensee will: (a) cease all use of ZIPList5 Max; and (b) delete ZIPList5 Max and all copies from all computers on which it is resident.
This Agreement represents the complete agreement between the parties relating to this license for ZIPList5 Max and supersedes all prior agreements, communications, proposals, and representations between the parties and prevails over any conflicting or additional terms of any quote, order, acknowledgment or similar communication. This Agreement may only be modified by a license addendum which accompanies this license or by a written document signed by both parties.
GOVERNMENT RESTRICTED RIGHTS
ZIPList5 Max is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subpara-graph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable. Manufacturer is Melissa Data Corp, 22382 Avenida Empresa, Rancho Santa Margarita, CA 92688-2112.
This Agreement is governed and interpreted in accordance with the laws of the State of California, USA, except for that body of law dealing with conflicts of law. If any provision of this Agreement is 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 Agreement will remain in full force and effect.
If Licensee has any questions concerning this Agreement, please send email to firstname.lastname@example.org or write to Melissa Data Corp, 22382 Avenida Empresa, Rancho Santa Margarita, CA 92688-2112, USA.
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