DateWheel™ , Calorie Factor™,
OptiSize™, Quick Ohm™, Serving Sizer™, Fraction Fit™, Gage Tech™, Trip
SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT -- PLEASE READ THIS SOFTWARE LICENSE AGREEMENT
CAREFULLY: This license agreement ("Agreement") is a legal
agreement between you (either an individual or, if purchased or
otherwise acquired by or for an entity, an entity) and Creative
Algorithms, LLC ("Company") for the specific version identified above
of the computer software including all code, data, and other resources
and associated electronic or online documentation, printed materials,
media, and all updates or upgrades of the above ("Software").
By receiving, installing, copying, downloading, accessing, distributing
or otherwise using the Software, you are confirming your acceptance of
the software and agreeing to be bound by the terms of this
Agreement. If you do not agree to all of the terms of this
Agreement, you are not licensed to use the Software and should not
download it or, if purchased from a store, you should return it to the
place of purchase for a full refund.
GRANT OF LICENSE.
This Agreement grants you a nonexclusive, nontransferable
license to install, use, archive, make verbatim copies of, and
distribute the Software as much as you like; subject to the terms in
this Agreement. If you fail to comply with any of the terms in
this Agreement, your rights under this Agreement shall terminate.
The Software is not designed, intended or licensed for use in
hazardous environments requiring fail-safe controls, including without
limitation, the design, construction, maintenance or operation of
nuclear facilities, aircraft navigation or communication systems, air
traffic control, and life support or weapons systems. The company
specifically disclaims any express or implied warranty of fitness for
Certain rights are not granted under this Agreement, but may be
available under a separate agreement. If you would like to enter into a
bulk licensing agreement or learn of other licensing strategies, please
go to: http://www.creativealgorithms.com.
The Company and its suppliers retain all of their respective
copyright and intellectual property rights, including ownership of,
rights to, title of, and interest in, the Software, including the code
and the visual aspects of the Software, translations, derivative works,
and to all copyrights, trademarks, service marks, and trade dress
rights, whether registered or unregistered, with respect to the
programs, packaging, media, and manuals and all copies thereof.
The Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and
treaties. The Software is licensed, not sold. All title and
intellectual property rights in and to the content, including but not
limited to, text, fonts, images, video, and sounds, which may be
accessed through use of the Software are the property of the respective
content owner and may be protected by applicable copyright, trademark,
or other intellectual property laws and treaties. This Agreement
grants you no rights to use such content outside the use of the
Software. You may not loan, rent, publish, sell, assign, lease,
sublicense, market, or transfer any such content or use it in any
manner not expressly authorized by this Agreement.
All rights not expressly granted in this Agreement, including
Federal and International Copyrights, are reserved by the Company.
The Company warrants that for a period of ninety (90) days from the
date of purchase the Software shall substantially conform to its
published specifications. Except for the foregoing, the
Software is provided AS IS. This limited warranty extends only to
you as the original licensee.
Your exclusive remedy and the entire liability of the Company
and its suppliers under this limited warranty will be, at the Company's
option, repair, replacement, or refund of the Software if reported (or,
upon request, returned) to the Company.
In no event does the Company warrant that the Software is error
free or that you will be able to operate the Software without problems
The above warranty does not apply to any beta software, any
software made available for testing or demonstration purposes, any
temporary software modules or any software for which the Company does
not receive a license fee. All such software products are
provided AS IS without any warranty whatsoever.
This warranty does not apply if the software (a) has been
altered, except by the Company, (b) has not been installed, operated,
repaired, or maintained in accordance with instructions supplied by the
Company, (c) has been subjected to abnormal physical or electrical
stress, misuse, negligence, or accident, or (d) is used in
Except as specified in this warranty, all express or implied
conditions, representations, and warranties including, but not limited
to, any implied warranty of merchantability, fitness for a particular
purpose, freeness of defects and errors, operation without
interruption, noninfringement, title, quiet enjoyment, or arising from
a course of dealing, usage, or trade practice, are hereby excluded to
the extent allowed by applicable law.
No rights or remedies referred to in article 2A of the UCC will
be conferred on you unless expressly granted herein.
DISCLAIMER OF INDEMNIFICATION.
You are solely responsible for determining the appropriateness
of using and distributing the Software and assume all risks and costs
associated with your exercise of rights under this Agreement, including
but not limited to the risks and costs of program errors, compliance
with applicable laws, damage to or loss of data, programs or equipment,
infringements of patents, and unavailability or interruption of
DISCLAIMER OF LIABILITY.
In no event shall the Company or any third party, including but
not limited to authors, copyright holders, distributors, or suppliers
be liable to you for any damages, claim, loss, or other liability,
including, but not limited to, general, indirect, special, exemplary,
incidental, consequential, or punitive damages, lost profits, lost
sales or business, expenditures, investments, or commitments in
connection with any business, or loss of any goodwill, arising from the
use of, inability to use, installation of, or distribution of the
Software or data however caused and on any theory of liability, whether
in contract, strict liability, or tort (including negligence or
otherwise), even if the Company was informed of, knew of, or should
have known about the possibility of such damage. This limitation
applies to all causes of action in the aggregate including without
limitation: breach of contract, breach of warranty, negligence, strict
liability, misrepresentation, and other torts.
In no event shall the Company or its suppliers' liability to you
exceed the price paid by you for the Software that caused such
damage. The foregoing limitations shall apply even if the
above-stated warranty fails of its essential purpose. The Company
shall bear no responsibility if the Software has been altered in any
way, or for the failure that arises out of use of the Software with
other than a recommended hardware configuration, platform or operating
No oral or written information or advice given by the Company,
its dealers, distributors, agents, or employees shall create a warranty
or in any way increase the scope of any warranty provided herein.
The foregoing limitations on liability are intended to apply to
all aspects of this Agreement.
Some states do not allow limitation or exclusion of liability
for consequential or incidental damages, so the above limitation or
exclusion may not apply to you and you may also have other legal rights
that vary from state to state.
EXCLUSION OF DAMAGES.
Damages excluded by this Agreement include, without limitation,
procurement of substitute goods or services, or loss of use, data,
profits, or goodwill, business interruption, work stoppage, computer
failure or malfunction, or any and all other commercial damages or
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.
You may not modify, reverse engineer, debug, trace, decompile,
disassemble, emulate, simulate, port, adapt, translate, tamper with,
make derivative works of or otherwise alter the Software (which
includes its documentation and data).
You may not defeat, remove, circumvent or attempt to defeat,
remove, or circumvent any copy protection, product registration,
evaluation, advertising, promotional, or sponsorship mechanisms of the
You shall not derive or attempt to derive the source code,
source files or structure of all or any portion of the Software.
You shall not use the Software to develop any software or other
technology having the same primary function as the Software, including
but not limited to using the Software in any development or test
procedure that seeks to develop like software or other technology, or
to determine if such software or other technology performs in a similar
manner as the Software.
BASIS OF BARGAIN.
The disclaimers and limitations set forth in this Agreement are
fundamental elements of the basis of the agreement between the Company
and you. The Company would not be able to provide the Software on
an economic basis without such limitations. Such disclaimers and
limitations inure to the benefit of the Company's licensors.
COPYING AND DISTRIBUTION.
This Agreement grants you the right to make unlimited verbatim
copies of this software and to distribute the Software to others.
You may not charge any money for the Software except reasonable
All copies must include the Software in its entirety and this
You may not distribute, share, disclose, publish, expose, or
otherwise make known to anyone other than a Company employee, its
agents and distributors, any software keys, codes, or license files
provided to you for the purpose of activating, unlocking, registering,
or receiving discounts on the Software or features of the Software.
Although you may distribute the Software and this Agreement, the
license granted by this Agreement remains nontransferable.
You may not sell, share, rent, lease, or sublicense the Software.
DEMONSTRATION SOFTWARE RESTRICTIONS.
If the Software is labeled "Demonstration", "Evaluation", or
such, then, notwithstanding other sections of this Agreement, your use
of the Software is limited to use for demonstration, test, or
evaluation purposes. You may not defeat or attempt to defeat the
mechanisms that limit the functionality of such software.
BETA SOFTWARE RESTRICTIONS.
If the Software is labeled "Alpha", "Beta", "Release Candidate",
or such, then, notwithstanding other sections of this Agreement, your
use of the Software is limited to use for testing, or evaluation
purposes and you may not distribute, copy, loan, rent, disclose,
publish, sell, assign, lease, sublicense, market, or transfer the
This Agreement does not guarantee you any technical support from
the Company. You may submit questions and bug reports online at
http://www.creativealgorithms.com. However, this Agreement does
not guarantee you a response.
Any communication or material you send to the Company,
electronically or otherwise, including but not limited to data,
questions, comments, suggestions, requests, reports, or submissions
becomes the property of the Company and will be treated as
non-confidential and non-proprietary. Anything you send to the
Company may be freely used, without obligation of any kind, for any
purpose including, but not limited to, reproduction, transmission,
disclosure, publication, broadcast, and posting. The Company is
free to use, without obligation of any kind, any ideas, concepts,
techniques, or know-how contained in any communication you send, for
any purpose whatsoever, including, but not limited to, developing,
manufacturing, and marketing products and services.
Software, including technical data, is subject to U.S. export
control laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import
regulations in other countries. You agree to comply strictly with
all such regulations and acknowledges that you have the responsibility
to obtain licenses to export, re-export, or import Software.
You agree that you will not export or re-export the Software to
any country, person or entity subject to U.S. export restrictions.
You specifically agree not to export or re-export any of the
Restricted Components: (i) to any country to which the U.S. has
embargoed or restricted the export of goods or services, which
currently include, but are not necessarily limited to Cuba, Iran, Iraq,
Libya, North Korea, Sudan and Syria, or to any national of any such
country, wherever located, who intends to transmit or transport the
Software back to such country; (ii) to any person or entity who you
know or have reason to know will utilize the Software in the design,
development or production of nuclear, chemical or biological weapons;
or (iii) to any person or entity who has been prohibited from
participating in U.S. export transactions by any federal agency of the
U.S. government. You warrant and represent that neither the BXA
nor any other U.S. federal agency has suspended, revoked or denied your
All disputes under this Agreement that cannot be resolved by the
parties shall be submitted to arbitration in the home jurisidiction of
the Company under the rules and regulations of the American Arbitration
Association. Either party may invoke this paragraph after
providing 30 days written notice to the other party. All costs of
arbitration shall be divided equally between the parties. Any
award may be enforced by a court of law.
TRANSFER OF RIGHTS.
You may not transfer your rights under this Agreement to another
This Agreement may be modified or amended, only if the amendment
is made in writing and is signed by both parties.
WAIVER OF CONTRACTUAL RIGHT.
The failure or delay of either party to enforce any provision of
this Agreement shall not be construed as a waiver or limitation of that
party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Illinois and the intellectual
property laws of the United States of America as if performed wholly
within the state and without giving effect to the principles of
conflict of laws.
No party to this Agreement will bring a legal action under this
Agreement more than one year after the cause of such action arose.
In each case this Agreement shall be construed and enforced
without regard to the United Nations Convention on the International
Sale of Goods.
If any provision of this Agreement is invalid or unenforceable
under applicable law, it shall not affect the validity or
enforceability of the remainder of the terms of this Agreement, and
without further action by you or the Company, such provision shall be
reformed to the minimum extent necessary to make such provision valid
This Agreement constitutes the entire agreement between the
parties with respect to the use of the Software and supersedes all
prior or contemporaneous agreements or understandings between the
Company and you, whether written or oral, with respect to the Software.
You agree that any varying or additional terms contained in any
purchase order or other written notification or document issued by you
in relation to the Software licensed hereunder shall be of no effect.
Your rights under this Agreement shall terminate, without notice
from the Company, if you fail to comply with any of the material terms
or conditions of this Agreement and do not cure such failure in a
reasonable period of time after becoming aware of such
noncompliance. If your rights under this Agreement terminate, you
agree to cease use of the Software as soon as reasonably
practicable. However, your obligations under this Agreement and
any licenses granted by you relating to the Software shall continue and
END OF LICENSE AGREEMENT
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Creative Algorithms, LLC. All rights reserved.