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License Agreement
The Psychological Corporation License Agreement
***IMPORTANT***
ALL USERS: BEFORE USING THIS PRODUCT, CAREFULLY READ THE FOLLOWING:
IMPORTANT: THE PSYCHOLOGICAL CORPORATION (""TPC"") IS WILLING TO LICENSE THE ENCLOSED PRODUCT TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY INSTALLING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL THIS PRODUCT AND RETURN THIS PRODUCT AND ALL ACCOMPANYING ITEMS TO TPC FOR A FULL REFUND OF THE LICENSE FEE YOU PAID.
1. Grant of License. TPC hereby grants you a non-exclusive license to use this Product in object code form only. You may install and use this Product (a) on any two computers or workstations, or (b) on a network or file server for the additional license fee you have agreed upon in writing with TPC, but in no event may the number of users who may use or access this Product exceed the number of users authorized in writing by TPC.
2. Term. TPC shall have the right to terminate this Agreement if you fail to satisfy your obligations hereunder. Upon the termination of this Agreement, you shall cease all use of the Product and related documentation which you received from TPC hereunder (the ""Documentation""), and you shall destroy your copy of this Product and all Documentation and, as applicable, you shall delete any copies of this Product installed on your computers or workstations.
3. Copyright and Proprietary Rights. Title to this Product, including its component parts and user interface, and all Documentation, and patents, copyrights and all other property rights applicable thereto, shall at all times remain solely and exclusively with TPC and its licensors, and you shall not take any action inconsistent with such title. Therefore, you may not reproduce, copy, broadcast, publicly perform or display, network, modify, enhance, supplement, create derivative works from, adapt, translate, disassemble, alter, decompile, reverse engineer or otherwise reduce this Product to human readable form, in whole or in part. You may not transfer, sublicense, sell, lease, rent, disseminate, lend or distribute this Product. TPC and its licensors retain all rights not expressly granted to you in this Agreement.
4. No Warranty. This Product is licensed ""AS IS,"" without warranties or conditions of any kind. TPC does not warrant that the functions or features contained in this Product will meet your requirements or that the operation of this Product will be uninterrupted or error free. TPC DISCLAIMS ALL CONDITIONS AND WARRANTIES, STATUTORY OR OTHERWISE, BOTH EXPRESS AND IMPLIED, WITH RESPECT TO THE PRODUCT, ITS QUALITY AND PERFORMANCE AND THE DOCUMENTATION, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
5. Limitation of Liability. TPC AND ITS LICENSORS' LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY FROM TPC AND ITS LICENSORS SHALL BE LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE ACTS OR OMISSIONS OF TPC, AND SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT WHICH DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT SHALL TPC OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGE FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS, DAMAGE OR DESTRUCTION OF DATA, LOSS OF GOOD WILL, OR OTHER PECUNIARY LOSS) WHETHER BASED IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR DOCUMENTATION, EVEN IF TPC OR ITS LICENSORS HAVE BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of indirect, special, consequential, incidental or exemplary damages or the limitation of liability to specified amounts, so the above limitation or exclusion may not apply to you.
6. License to the Government. The Product and Documentation are ""commercial computer software"" or ""commercial computer software documentation."" Absent a written agreement to the contrary, the Government's rights with respect to such Product or Documentation are limited by the terms of this Agreement, pursuant to FAR ' 12.212(a) and/or DFARS ' 227.7202-1(a), as applicable.
7. Governing Law. This license shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., excluding its conflicts of laws principles. The exclusive jurisdiction for resolving all disputes, controversies and claims shall be the federal and state courts located in San Antonio, Texas. Notwithstanding anything contained in this Section 7 to the contrary, TPC shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in order to enforce TPC's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.
8. General. This Agreement and any terms and conditions set forth in TPC's catalog constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement shall be binding unless in writing and signed by a duly authorized representative of TPC and you. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by TPC in writing. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
