EndNote Volume License Agreement
This is a legal agreement regarding the software specified on the enclosed license certificate (“License Certificate”) and any related documentation (“Software”) between the licensee specified on the License Certificate (“Licensee”) and Thomson ISI ResearchSoft (“Licensor”). By installing, copying or otherwise using the Software, you agree to be bound by the terms of this Volume License Agreement (“Agreement”). If you do not agree to the term of this Agreement, you may return the Software for a full refund of any amount you may have paid for it.
(a) Licensor grants Licensee and Licensee accepts from Licensor, a non-exclusive, fully-paid and non-transferable license to make exact object code copies of the Software and end user documentation in the quantity indicated on the License Certificate, and install and use the current version of the Software, subject to the other terms of this license.
(b) Licensee acknowledges that the Software contains copyrighted and proprietary material and Licensee may not decompile, reverse engineer or otherwise reduce the object code form of the Software. Licensee may not modify, sell, rent, lease, loan, distribute (except as expressly permitted by this License), or create derivative works based upon the Software in whole or in part.
(c) If the Software is installed only on the permanent memory of a single desktop computer which is not accessible by multiple computers, and that single desktop computer is used by the primary user no less than 80% of the time the computer is in use, that primary user may also make an additional copy of the Software, but only for use on a home or portable computer which is used by such user more than 80% of the time the home or portable computer is in use.
(d) Licensee shall: (i) not remove any copyright notices from the Software; (ii) reproduce and incorporate Licensor’s copyright notice on any copies, modifications, or partial copies; and (iii) take reasonable steps to ensure that each user of the Software is aware of, and complies with, the terms and conditions of this License.
(e) If the Software licensed under this Agreement is an upgrade, then Licensee warrants that Licensee is properly licensed to use the software identified by Licensor as being eligible for the upgrade in order to use the Software. Any Software licensed as an upgrade replaces the software that formed the basis for Licensee’s eligibility for the upgrade, and terminates Licensee’s license to use the software that the Software replaces.
The Software is owned by Licensor and is protected by copyright laws and international treaty provisions. Licensee only acquires the non-exclusive right to use the Software as permitted in this Agreement, and does not acquire any rights of ownership in the Software. Licensee agrees to secure and protect the media, the user’s manual, and copies thereof in a manner consistent with the maintenance of Licensor’s rights therein and to take appropriate action by instruction or agreement with its employees or consultants to satisfy its obligations hereunder.
3. LIMITED WARRANTY AND LIMITATION OF DAMAGES:
The only warranty Licensor makes is that the media on which the Software is distributed will be replaced without charge if Licensor, in good faith, determines that the medium was defective and not subject to misuse, and if Licensor is notified within ninety (90) days from the date of purchase.
THE ABOVE IS A LIMITED WARRANTY, AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES, AND LICENSEE RECEIVES, NO OTHER WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE.
The foregoing limited warranty gives Licensee specific legal rights. Licensee may have other rights which vary from state to state. Because some states do not allow the exclusion or limitation of liability, the limitation of liability provisions above may not apply to Licensee.
Licensor may at any time convenient to both parties (and within 30 days from the date of request), inspect Licensee’s Master Disks, Licensed Copies, Documentation, records, inventory, and equipment to determine compliance with the License Certificate. Upon Licensor’s request, Licensee agrees to provide from time to time a letter from an authorized representative certifying that Licensee is in compliance with the License Certificate.
If any breach of this Agreement by Licensee continues for more than thirty (30) days after receipt of written notice of such breach by Licensor, Licensor may terminate this Agreement by written notice to Licensee, whereupon this Agreement and all rights granted to Licensee herein shall immediately cease. In the event of any termination of this License, Licensee shall promptly return to Licensor all copies of the Software or verify in writing that all copies of the Software have been destroyed.
7. GOVERNMENT END USERS:
If the Software is acquired by or on behalf of any unit or agency of the United States Government (“Government”), the Government agrees that the disclosure of the Software is subject to restrictions as set forth in: (i) subparagraph (c)(1) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013; or (ii) subparagraphs (c)(1) and (2) or the Commercial Computer Software–Restricted Tights at 48 CFR 52.227-19 ; or (iii) Clause 18-52.227-86(d) of the NASA Supplement to the FAR; as applicable.
8. GENERAL TERMS:
(a) Licensee may not sublicense, assign or transfer the License Certificate hereunder except to an entity that succeeds to all or substantially all of Licensee’s business or assets.
(b) Licensor reserves the right at any time without liability or prior notice to discontinue or change any or all of the Software products, Upgrades or Documentation, or the level or type of support or service that Licensor makes available.
(c) This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, as applied to agreements executed by California residents and performed solely within the State of California.