Outlook
Notes for Email (Notes4Email)
END USER
LICENSE AGREEMENT
Applies to Outlook Notes for Email
IMPORTANT:
THIS IS A
LEGAL AGREEMENT BETWEEN YOU AND
IF "I
ACCEPT THE LICENSE AGREEMENT" IS SELECTED DURING INSTALLATION AND YOU
CLICK THE NEXT BUTTON AS A SYMBOL OF YOUR SIGNATURE, YOU AGREE TO BE BOUND BY
THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS
AGREEMENT, CLICK "I DO NOT ACCEPT THE LICENSE AGREEMENT" AND CLICK
THE NEXT BUTTON TO TERMINATE THE INSTALLATION OF THE SOFTWARE.
THIS
AGREEMENT APPLIES TO ALL CAELO’S PRODUCTS AND ALL VARIANTS OF OUTLOOK NOTES FOR
EMAIL.
1. GRANT OF
LICENSE:
a. This is
a license, not a sale of the Software;
b. Licenses
are required for all OUTLOOK NOTES FOR EMAIL products.
c. License
terms apply equally to all products of OUTLOOK NOTES FOR EMAIL.
d. Licenses
are available in non-recurring (single) payment licenses and recurring payment
(subscription) licenses. Single payment licenses are valid only for a single
Caelo product on a single computer. Subscription payment licenses are valid for
all Caelo products on all computers of licensee in accordance with the terms
and conditions set forth in this Agreement.
1A.
NON-RECURRING (SINGLE) PAYMENT LICENSES
a. Upon payment
by you and receipt by Caelo of the license fee prescribed by Caelo from time to
time (the "License Fee"), Caelo grants to you a non-exclusive license
to use one copy of the Software in accordance with the terms and conditions set
forth in this Agreement ("Single User Licensees');
b.
Single-User Licensees shall only use the Software on a single computer;
c. If you
require the Software for use on more than one computer, contact Caelo at the
mailing address below, as you may qualify for a site license ("Site
License Licensees"). Site License
Licensees may use the Software on multiple computers provided the number of
computers the Software is installed on does not exceed the number of seats
authorized by Caelo in the said site license.
1B.
RECURRING (SUBSCRIPTION) PAYMENT LICENSES
a. Upon
payment by you and receipt by Caelo of the license subscription fee prescribed
by Caelo from time to time (the "Subscription License Fee"), Caelo
grants to you a non-exclusive license to use with any of Caelo’s Software
Products in accordance with the terms and conditions set forth in this
Agreement ("Subscription User Licensees') for as long as you maintain the
required Subscription payments with the payment intervals as prescribed by
Caelo;
b. Subscription-User
Licensees are allowed to use the Software or any other Caelo product using the
same subscription license on any computer of licensee provided only personal
use;
c. Upon
ending the required Subscription payments or failing to pay the required amount
in due time as prescribed by Caelo, Caelo reserves the right to immediately
revoke use of the license on any and all Caelo’s product on all systems where
license has been used. At all times the subscription license will, in this
case, become invalid automatically no later than 31 days after the payment has
become due and can hence be no longer used beyond this period on any of Caelo’s
products on any of licensees computers.
2.
EVALUATION COPY:
a. You may
install one copy of the Software for no more than thirty (30) days from the
initial installation in your computer ("Evaluation Period"), solely
for evaluation purposes ("Evaluation Copy");
b. If you
install an Evaluation Copy of the Software, you agree to and shall be bound by
all the terms and conditions of this
Agreement during the Evaluation Period and during any extensions authorized by
Caelo, except for payment of the License Fee;
c. During
the Evaluation Period the Software provides full functionality therefore no
license fee can be refunded due to software errors that could have been
detected during the Evaluation Period.
d. Refund
eligible licenses are from time to time offered at discounted rates at start of
evaluation period. Refunds for said licenses can be claimed only within last thirty
(30) days of published evaluation period.
e.
IMPORTANT: The Evaluation Copy of the Software will become non-functional after
the Evaluation Period. You shall install
the Evaluation Copy at your own risk and accept the Software on an "AS
IS" and “WITH ALL FAULTS” basis. THE LIMITED WARRANTIES AND LIMITATION OF
LIABILITY SET FORTH IN THIS AGREEMENT APPLY DURING THE EVALUATION PERIOD, INCLUDING CLAIMS FOR LOSS OF DATA OR
OTHER INFORMATION, WHICH MAY OCCUR AS A RESULT OF THE EVALUATION PERIOD
TERMINATING.
3.
COPYRIGHT, TRADEMARKS AND TRADE SECRETS:
a. Caelo
owns intellectual property rights in the Software and OUTLOOK NOTES FOR EMAIL™ ("Trademark");
b. Further,
the Software’s structure, sequence, organization and code are the valuable
trade secrets of Caelo;
c. The
Software and Trademark are protected against unauthorized use by Dutch copyright
laws and international treaty provisions;
d. This
Agreement does not grant you any intellectual property rights in the Software
or Trademark. Unpublished rights are
reserved.
4. LICENSE
KEY and CONFIDENTIALITY:
a. At the
end of the Evaluation Period and any extensions authorized by Caelo, and upon
payment of the License Fee, you will be provided, through Caelo or Caelo’s
authorized agent, with a confidential numbered code to access the Software (the
"License Key");
b. You
shall, at all times and without exception, maintain the confidentiality of the
License Key. Specifically, you shall not disclose the information associated
with the License Key to any other person, corporation or any other entity.
5.
PROHIBITED USES:
a. You may
not reverse-engineer, decompile, disassemble, modify, translate, or create
derivative works;
b. You may
not display the Software code in human-readable form;
c. Without
limiting the foregoing, you may not do anything with the Software or License
Key that is not expressly permitted by this Agreement.
6.
TRANSFER:
a. Transfer
of License Key and Installed Software:
Subject to
the terms of this Agreement, you may not copy, transmit, assign, rent, lease,
sublicense, distribute, lend or otherwise transfer the License Key or installed
Software, and you may not sell or license to others the right to use the
License Key or installed Software, in whole or in part.
b. Transfer
of Software Distribution Program:
Subject to
the terms of this Agreement, you may copy, transmit, and distribute the
Software distribution program (setup program) to others for the sole purpose of
evaluation provided no modifications or additions are made to the Software
distribution program, or any associated files, and provided it is not bundled
in a distribution with any other software.
7.
ENHANCEMENTS:
a. Upon
payment of the License Fee, you are entitled to use this version of the
Software and receive minor releases related to this version of the Software, at
no extra charge. Minor Releases are
defined as releases where the number to the left of the decimal point remains
the same as the Software for which a License has been granted, and the number
to the right of the decimal point for the said Software is different. It is
within Caelo’s sole discretion to market, distribute or license releases as
either Minor Releases or Major Releases.
8. CUSTOMER
SUPPORT:
a. Subject
to Caelo’s availability and resources, customer support for the Software may be
provided by Caelo through its email address at support@caelo.com.
9. ARCHIVAL
BACKUP OF SOFTWARE:
a. Caelo authorizes
you to make one copy of the Software for backup or archival purposes.
10. TERM:
a. This
Agreement is effective from the time you click "I Accept the license
agreement" until this Agreement is terminated;
b. If at
any time after accepting, you do not wish to be bound by this Agreement, you
shall terminate this Agreement by notifying Caelo in writing, at one of the
addresses below, of such termination;
c. Further,
this Agreement will terminate immediately and without further notice if you
fail to comply with any provision of this Agreement;
d. Upon
termination of this Agreement, for any reason, you agree to destroy all copies
of the Software by uninstalling, deleting or taking any steps necessary to
render the Software unusable.
11.
SURVIVAL UPON TERMINATION:
a. All
obligations of confidentiality, rights associated with intellectual property
and restrictions on use and all other provisions that may reasonably be
interpreted to survive termination of this Agreement, will survive termination
of this Agreement for any reason.
12. LIMITED
WARRANTY- PHYSICAL MEDIA:
a. If you
received the Software on physical media such as CD-ROM, DVD or diskette
("Physical Media"), Caelo warrants the Physical Media to be free of
defects in materials and workmanship for a period of thirty (30) days from the
purchase date;
b. If Caelo
receives notification within the warranty period of defects in materials or
workmanship and Caelo determines that such notification is valid, Caelo’s
entire liability, and your exclusive remedy shall be, at Caelo’s option a)
replace defective Media; b) advise how to achieve substantially the same
functionality via a procedure that may be different than documented; c) refund
the License Fee you paid for the Software;
c. This
Limited Warranty is void if failure of the Physical Media has resulted from
accident, abuse, or misapplication.
13.
WARRANTY DISCLAIMERS:
a. The
Software is licensed to you on an "AS IS" and “WITH ALL FAULTS” basis;
b. TO THE
EXTENT PERMITTED BY LAW, CAELO EXPRESSLY DISCLAIMS ALL WARRANTIES AND
CONDITIONS, OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE;
c. The
entire risk as to the quality and performance of the Software is with you. Should the Software or the Documentation
prove defective, you (and not Caelo) assume the entire cost of all necessary
servicing or repair.
d. Caelo
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
REQUIREMENTS OR OPERATE IN THE COMBINATION THAT YOU MAY SELECT FOR USE, THAT
THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT
DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
NO ORAL OR WRITTEN STATEMENT BY CAELO OR ITS AUTHORIZED AGENTS OR
DISTRIBUTORS SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THIS WARRANTY;
e. CAELO
FURTHER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO THE DETECTION OR
ELIMINATION OF COMPUTER VIRUSES IN ANY FORM;
f. Caelo
DOES NOT WARRANT THE SOFTWARE AGAINST INFRINGEMENT OR THE LIKE WITH RESPECT TO
ANY COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK OR OTHER PROPRIETARY RIGHT OF
ANY THIRD PARTY AND DOES NOT WARRANT THAT THE SOFTWARE DOES NOT INCLUDE ANY
VIRUS, SOFTWARE ROUTINE OR OTHER SOFTWARE DESIGNATED TO PERMIT UNAUTHORIZED
ACCESS, TO DISABLE, ERASE OR OTHERWISE HARM SOFTWARE, HARDWARE OR DATA, OR TO
PERFORM ANY OTHER SUCH ACTIONS;
g. Some
states or jurisdictions do not allow the exclusion of implied warranties,
conditions or limitations, so the above may not apply to you and your rights
may vary from jurisdiction to jurisdiction. Any warranties that by law survive
the foregoing disclaimers shall terminate thirty (30) days from the date you
installed the Software.
14.
LIMITATION OF LIABILITY:
a. YOUR
SOLE REMEDIES AND Caelo’s ENTIRE LIABILITY FOR THE SOFTWARE ARE SET FORTH IN
THIS AGREEMENT. IN NO EVENT WILL Caelo
BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES,
INCLUDING ANY LOST PROFITS OR LOST SAVINGS, RESULTING FROM THE USE OF THE
SOFTWARE, THE INABILITY TO USE THE SOFTWARE, OR ANY DEFECT IN THE SOFTWARE,
EVEN IF Caelo HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR FOR ANY
CLAIM BY ANY THIRD PARTY;
b. You
agree that Caelo shall not be liable for defence costs or indemnity with
respect to any claim against you by any third party arising from your
possession or use of the Software;
c. In no
event shall Caelo’s maximum aggregate liability to you for all damages, losses,
and causes of action (whether in contract, tort, including negligence, or
otherwise) exceed the License Fee you paid for the Software;
d. The
limitations imposed by this section shall apply whether or not the alleged
breach or default is a breach of a fundamental condition or term;
e. Some
jurisdictions do not allow the exclusion or limitation of incidental or
consequential damages, so the above limitations or exclusions may not apply to
you.
15.
SOFTWARE NOT INTENDED FOR HIGH-RISK ACTIVITIES:
a. The Software
is not designed, manufactured or intended for use as online equipment control
equipment in hazardous environments requiring fail-safe performance, such as,
but not limited to, the operation of
nuclear facilities, aircraft navigation or communication systems, air traffic
control, direct life support machines, or weapons systems, in which the failure
of the Software could lead directly to death, personal injury, or severe
physical or environmental damage. CAELO
SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR ANY HIGH
RISK USES LISTED ABOVE.
16.
GOVERNING LAW AND INTERPRETATION:
a. The
rights and obligation of the parties under this agreement shall not be governed
by the United Nations Convention on Contracts for the International Sale of
Goods;
b. The laws
of the
c. If any
provision of this Agreement is held to be illegal, void or unenforceable by a
court or tribunal of competent jurisdiction, the remaining provisions of this
Agreement shall remain in force and effect and the invalid provision deemed
modified to the least degree necessary to remedy such invalidity.
17. NOTICE
TO
a. The
Software may be "Commercial Items" as that term is defined at
Commercial
Computer Software Documentation are being licensed in this Agreement to United
States Government licensees (A) only as Commercial Items and (B) with only
those rights as are granted to all other licensees pursuant to the terms and
conditions herein.
18. MISCELLANEOUS
In the case
of delivery in EU countries, price calculations without VAT can only occur if
the Licensee has provided a valid VAT number.
19. ENTIRE
AGREEMENT:
a. This Agreement is the entire agreement
between you and Caelo and supersedes all prior agreements, oral or written with
respect to this license.
Questions
concerning this Agreement may be directed to the
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OUTLOOK
NOTES FOR EMAIL (Notes4Email) is a trademark of