Zaxwerks, Inc.
End User License Agreement


IMPORTANT READ CAREFULLY: This End User License Agreement ("Agreement") is a legal and binding agreement between you (either an individual or a single entity) ("You" or "Your") and Zaxwerks, Inc. ("Zaxwerks") for the software product You are about to download (or otherwise install) and the associated proprietary media, printed materials, any associated documentation (including any electronic documentation), and also any updates or modifications of the foregoing provided by Zaxwerks or its licensees or agents to You (collectively "Software").
WHEN YOU CLICK ON THE "AGREE" BUTTON OR WHEN YOU OTHERWISE INSTALL OR USE ANY PART OF THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, (1) CLICK THE "DISAGREE" BUTTON, AND YOU WILL NOT BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO USE ANY PART OF THE SOFTWARE AND (2) RETURN THE UNUSED SOFTWARE (INCLUDING ALL RELATED MANUALS AND DOCUMENTATION) AND THE PROOF OF PAYMENT TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND WITHIN 30 DAYS OF ACQUIRING THE SOFTWARE. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF ZAXWERKS SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY.  IF THESE TERMS ARE CONSIDERED AN OFFER BY ZAXWERKS, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1.      License. 
(a)    General. Subject to Your compliance with the terms and conditions of this Agreement, Zaxwerks hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license to: 
(i) use one copy of the Software for Your personal use on only a single computer system at one time and only in accordance with the accompanying end user documentation; and
(ii) make one copy of the Software in machine readable form solely for archival back-up purposes, provided You reproduce Zaxwerks's copyright proprietary legends in any such copy. 
(b)     Volume License Agreement. If you have purchased a Volume License from Zaxwerks or one of its authorized distributors you have received a "Volume License Purchase Agreement" and a "multi-user authorization code" from Zaxwerks to install the Software on the number of computers for which You have purchased seats, then, to the extent there are any conflicting terms in the Volume License Agreement You receive from Zaxwerks, such terms will apply to You, otherwise the terms of this Agreement will apply to You.
2.      General Restrictions. You shall not (nor shall You permit anyone else to) directly or indirectly: (i) copy (except as expressly set forth above), modify, or distribute the Software or any portion thereof; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software or any portion thereof (except where the foregoing is permitted by applicable local law, and then only to the extent so permitted); (iii) rent, lease, or use the Software or any portion thereof for timesharing or service bureau purposes; (iv) remove or obscure any proprietary notices on the Software; (v) post or otherwise make available the Software, or any portion thereof, in any form, on the Internet or the World Wide Web; (vi) distribute copies of the Software to others (electronically or otherwise); (vii) use a previous version of the Software after you receive a new version and are asked to discontinue using the previous version; (viii) export or reexport the Software in violation of any laws or regulations.  As a specific condition of this license, You agree to use the Software in compliance with all applicable laws, including without limitation copyright laws, and that You will not copy, transmit, perform or distribute any audio, video or other content used in the creation of any work created by the Software without obtaining all necessary licenses or permissions from the owner of the content.
3.      Proprietary Rights. Zaxwerks and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to the Software all copies or portions thereof, and any derivative works thereof (by whomever created).  The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.  Notwithstanding anything else, the Software is licensed and not sold.  All rights in the Software not specifically granted in this Agreement are reserved by Zaxwerks and its licensors.

4.     Term and Termination.  This license is effective until terminated hereunder.  You may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form.  Zaxwerks will have the right to terminate the license granted herein immediately if You fail to comply with any term or condition of this Agreement. The license granted to You herein will terminate automatically upon any breach of Section 2 or 3. Upon termination of this Agreement for any reason, You shall immediately stop using the Software and shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software.  Sections 2 through 14 shall survive any termination of this Agreement.

5.  Limited Warranty. 
      For a period of ninety (90) days from the date You purchase the Software (the "Warranty Period"), Zaxwerks and its Licensors warrant only that the Software will perform substantially in accordance with the specifications stated for the Software in the accompanying written end-user documentation. THIS WARRANTY SHALL NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN ABUSED, MISUSED, DAMAGED IN TRANSPORT, ALTERED, NEGLECTED, OR SUBJECTED TO UNAUTHORIZED REPAIR OR INSTALLATION, AS REASONABLY DETERMINED BY ZAXWERKS.
        NOTWITHSTANDING ANYTHING ELSE HEREIN, THE ENTIRE LIABILITY OF ZAXWERKS AND ITS LICENSORS, AND YOUR EXCLUSIVE REMEDY FOR A BREACH OF THE FORGOING WARRANTY, SHALL BE, AT ZAXWERKS'S OPTION AND EXPENSE: (A) REPAIR OR REPLACEMENT OF THE SOFTWARE FOR SOFTWARE THAT MEETS THE WARRANTY OR (B) A REFUND OF THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE, IN BOTH CASES WHERE THE SOFTWARE IS RETURNED TO ZAXWERKS ACCORDING TO THE CLAIM PROCEDURE BELOW, WITHIN THE WARRANTY PERIOD. 

6.       Warranty Disclaimer. 
   THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY ZAXWERKS.  EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" AND ZAXWERKS MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE.  ZAXWERKS EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 
   FURTHER, ZAXWERKS DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR THAT ITS USE WILL BE UNINTERRUPTED. ZAXWERKS AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. 
  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. 
7.      Warranty Claim Procedure.  Any claim under the Limited Warranty set forth above must be submitted before the end of the Warranty Period to Zaxwerks, at the address listed below. Any returned Software must be insured, shipped freight prepaid, and securely packaged. You must call Zaxwerks at the appropriate number listed on http://zaxwerks.com/policies.shtml for a Return Material Authorization Number (RMA) before shipping any product, and include this number, a copy of Your sales slip and a description of the problem You are experiencing with the product. 

        Zaxwerks, Inc.
  Attn: Customer Service
  5724 Camellia Ave.
      Temple City, CA 91780
   
8.      Limitation of Liability.
NOTWITHSTANDING ANYTHING ELSE HEREIN, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ZAXWERKS OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE, OR (II) FOR ANY MATTER BEYOND ZAXWERKS OR ITS LICENSOR'S REASONABLE CONTROL. ZAXWERKS'S AND ITS LICENSOR'S MAXIMUM LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE ZAXWERKS'S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ZAXWERKS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

9.  Export. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By using the Software, You agree to the foregoing and represents and warrants that You are not located in, under the control of, or a national or resident of any restricted country.

10.        Indemnity. You agree that Zaxwerks shall have no liability whatsoever for any use You make of the Software. You shall indemnify and hold harmless Zaxwerks from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from Your use of the Software as well as from Your failure to comply with any term of this Agreement.

11.     Government Restricted Rights.   If You are an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or related manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. This Software is commercial computer software and the related documentation is commercial computer software documentation. The use of the Software and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto.  Zaxwerks, Inc. is located at 5724 Camellia Ave. Temple City, CA 91780.

12.     General. This Agreement and the terms of any Volume License Agreement provided to you (if any) represent the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable. The failure of Zaxwerks to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Zaxwerks's rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without Zaxwerks's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Zaxwerks expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law (without regard to its conflicts of laws provisions) as such law applies to agreements between California residents entered into and to be performed within California. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Los Angeles County, California; You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
Questions concerning this Agreement should be sent to the address set forth below.  Any notices or correspondences will only be effective if sent to such address.   

Zaxwerks, Inc.
Legal Department
5724 Camellia Ave.
Temple City, CA 91780