BEFORE PROCEEDING WITH THE INSTALLATION, YOU MUST FIRST READ THIS ENTIRE AGREEMENT. BY PROCEEDING WITH THE INSTALLATION, YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT PROCEED WITH THE INSTALLATION.
Cadence Research Systems (hereinafter, Cadence) grants to Licensee a perpetual, personal, nonexclusive, nontransferable license to use Chez Scheme and associated documentation (hereinafter, the Licensed Product) at the site and on the computer systems listed in the Purchase Acknowledgement shipped to Licensee.
Title, copyright, and all other intellectual property rights for the Licensed Product remain at all times with Cadence. The Licensee agrees not to alter, change, or remove from the Licensed Product any identifications, including copyright notices, which indicate ownership thereof by Cadence.
Licensee agrees to pay to Cadence a nonrefundable, one-time license fee as determined by reference to Cadence's currently effective Licensed Product License Fee Schedule or letter of quotation and set forth in the Purchase Acknowledgement. Payment shall be made in United States Currency. License fees are due within thirty (30) days of receipt of the Licensed Product by Licensee.
All payments required under this Agreement are exclusive of taxes, and Licensee agrees to bear and be responsible for the payment of all such taxes (except for taxes based upon Cadence's income) including, but not limited to, all sales, use, rental receipt, personal property, or other taxes that may be levied or assessed in connection with this Agreement.
Licensee acknowledges that the Licensed Product is being supplied as is, without any accompanying support services or future updates, except as otherwise specified in the Purchase Acknowledgement.
Licensee may make copies of the Licensed Product for system maintenance purposes only. Licensee agrees that each such necessary copy shall contain the same proprietary or copyright notices which appear on the Licensed Product furnished to Licensee by Cadence.
Licensee recognizes and acknowledges the confidential and valuable proprietary nature of the Licensed Product and agrees to maintain its confidentiality, and Licensee will not redistribute or otherwise transfer the Licensed Product or any part thereof, either within or out of the United States, nor will Licensee allow the Licensed Product or any part thereof to be so divulged or transferred. Licensee further agrees to effect normal security measures to safeguard the Licensed Product from theft or from access by persons other than those persons authorized by Licensee to have access to the Licensed Product, and to notify Cadence promptly and in writing of the circumstances surrounding any possession, knowledge or use of the Licensed Product, or any portion thereof, by anyone other than those authorized.
LICENSEE ACKNOWLEDGES THAT THE LICENSED PRODUCT IS BEING SUPPLIED AS-IS. WITHOUT ANY ACCOMPANYING SUPPORT SERVICES OR FUTURE UPDATES. Cadence represents that it is unaware of any claim or any basis for any claim that the Licensed Product infringes on any third party patents, copyrights, or trade secret rights. However, CADENCE DOES NOT REPRESENT OR WARRANT THAT THE LICENSED PRODUCT IS FREE OF INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, OR TRADE SECRET RIGHTS. Furthermore, CADENCE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER NOT EXPRESSLY SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Cadence does however warrant that for a period of ninety (90) days after shipment that the Licensed Product software shall perform in substantial conformity with Licensed Product documentation. Cadence's sole obligation under this warranty shall be limited to using its best efforts to bring the Licensed Product software and documentation into mutual conformity and supply Licensee with a corrected version of the Licensed Product as soon as practicable, after Licensee has notified Cadence of such nonconformity.
Licensee agrees that Cadence shall not be held to any liability with respect to any claim by Licensee or a third party arising from or on account of the use of the Licensed Product, regardless of the form of action, whether in contract or tort, including negligence. IN NO EVENT WILL CADENCE BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF CADENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
The Licensed Product is classified as "commercial computer software" developed at private expense. If delivered to the Department of Defense, the Licensed Product is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227-7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (Oct. 1988), as applicable. If delivered to any other Federal agency, the Licensed Product is restricted computer software delivered subject to the terms of this license agreement and (i) FAR 12.212(a), (ii) FAR 52.227-19, or (iii) FAR 52.227-14 (ALT III), as applicable.
Licensee may, for its own use, modify or augment the Licensed Product, merge the Licensed Product with other software, or incorporate the Licensed Product in other software to form an updated work; however, use of resulting software is constrained by all of the terms of this Agreement. In particular, the resulting software may not be redistributed or transfered but must be maintained confidential and secure as described in Paragraph 7.
The effective date of this Agreement shall be the date of the first installation of the Licensed Product by Licensee, and its term is perpetual, except that Cadence may terminate this Agreement if Licensee fails to comply with any of the terms and conditions of this Agreement. Upon termination, Licensee shall cease use of the Licensed Product and shall destroy or return to Cadence all copies of the Licensed Product. Licensee's obligations under Paragraphs 6 and 8 shall survive any termination of this Agreement.
This Agreement shall be governed by the laws of the United States of America and the State of Indiana, both as to interpretation and performance. It constitutes the complete and exclusive statement of the Agreement between the parties with respect to the Licensed Product and supersedes all previous understandings, commitments or agreements, oral or written. The provisions of this Agreement are severable, and in the event that any provisions of this Agreement are determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. This Agreement may be modified only by a written agreement executed by both Cadence and Licensee.
BY INSTALLING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
Copyright (c) 1998 Cadence Research Systems.
Chez Scheme is a trademark of Cadence Research Systems.