IMPORTANT: THIS IS A LICENSE, NOT A SALE
Unless otherwise provided for in this End User License Agreement (EULA), and unless you have a written agreement with ZD Soft providing for additional use, this EULA gives you permission to install and use one (1) copy of this Software (as defined below) on one (1) computer at any given time as set out in more detail below.
IMPORTANT NOTICE: PLEASE READ THIS EULA CAREFULLY. BY DOWNLOADING, ACCESSING, INSTALLING, OR USING THE SOFTWARE AND DOCUMENTATION (collectively "SOFTWARE"), YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
This EULA is a legal agreement between You and Shenzhen ZD Soft Co., Ltd. ("ZD Soft", "Us", "We", or "Our") regarding Your use of the Software. Unless You have another written agreement with ZD Soft regarding this Software, Your use of this Software is governed by this EULA.
IF YOU AGREE TO THIS EULA, YOU ARE GRANTED A LIMITED, PERSONAL, WORLDWIDE, NON-ASSIGNABLE, NON-SUBLICENSEABLE, NON-TRANSFERABLE, AND NON-EXCLUSIVE LICENSE FOR AGREED REMUNERATION TO USE THE SOFTWARE, WHICH MAY BE LIMITED IN TIME AS SET FORTH BELOW. UNLESS HEREINAFTER AGREED OTHERWISE, YOU ARE PERMITTED TO USE ONE (1) COPY OF THE SOFTWARE FOR YOUR (A) PRIVATE, NON-COMMERCIAL PURPOSES ("PRIVATE USER"), AND/OR (B) COMMERCIAL PURPOSES IN A COMMERCIAL BUSINESS ("BUSINESS USER"). THIS SOFTWARE IS LICENSED PER HOUSEHOLD OR PER SINGLE ADDRESS ("ADDRESS"). IF YOU HAVE PURCHASED A SINGLE COMPUTER LICENSE, YOU MAY ONLY INSTALL AND USE THE SOFTWARE ON ONE COMPUTER. YOU MAY NOT RE-INSTALL THE SOFTWARE ON A SECOND COMPUTER UNLESS THE ORIGINAL COMPUTER FAILS OR THE SOFTWARE IS COMPLETELY DELETED FROM THE ORIGINAL COMPUTER. IF YOU HAVE PURCHASED A MULTIPLE COMPUTER LICENSE / MULTIPLE LICENSES FOR THE SOFTWARE, AT ANY TIME YOU MAY INSTALL AND USE THE SOFTWARE ON NO MORE THAN THE TOTAL LICENSED NUMBER OF COMPUTERS.
LICENSE TO USE THE SOFTWARE. You receive a usage right (license) to the Software, but you do not own the Software itself. This EULA does not allow installation of the Software on a hardware partition, blade, or terminal server, or in any other virtualization environment (collectively "Virtualization Environment"). You may not allow the Software to be accessed, operated, or viewed from, or installed or uploaded to, other computers through a network connection. A separate license agreement must be entered into with ZD Soft to obtain the right to use the Software for a Virtualization Environment, network connections, or volume purchases. You agree that if the Software requires mandatory registration, activation, or email validation, You will complete the process providing ZD Soft with accurate information. Your technical ability to use the Software is suspended until You complete the activation and/or registration process. The Software may include digital images, stock photographs, clip art, fonts, sounds or other works protected by copyright ("Stock Files"). The responsibilities and restrictions relating to the Software apply equally to the Stock Files. ZD Soft reserves all rights not expressly granted to You in this EULA.
YOUR RESPONSIBILITIES WHILE USING THE SOFTWARE. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not sell, rent, lease, resell or loan the Software. If You purchase the Software as a gift to a third person, the third person must accept the terms of this EULA before using the Software. You may not reverse engineer, decompile, or disassemble the Software. While We own Our Software, You own and are responsible for the content that You create or have created for You resulting from the use of Our Software ("Content"). You agree that, in connection with Your use of the Software, You are responsible for the direct and/or indirect consequences of any of the (a) Content You create and (b) third-party images or videos that You use or modify in creating Your Content, especially in situations where You share Your Content with family, friends, clients, and/or third parties, such as members of social networking sites. ZD Soft can neither monitor nor control what third-party social networking sites or the members or users of such sites do with the Content You share. You are responsible for independently verifying the accuracy and completeness of Your Content. You may not modify or create derivative works based upon the Software. You represent and warrant to Us that You will comply with all applicable laws and regulations impacting Your use of the Software, including data protection and privacy laws. You agree that You will not use the Software in a way that is unlawful or that violates the rights of a third party. If We get sued or a claim is brought against Us by a third party due to (a) Your negligent actions, (b) Your failure to act when required, or (c) Your illegal Content, then You agree to defend, indemnify, and hold ZD Soft harmless.
UPDATES. As part of the Software installation process, You must first consent to the installation of the Software onto your device. By providing Your consent to the initial Software installation, You also consent that ZD Soft may, from time to time, download and install any and all future Software updates, bug fixes, feature enhancements, or improvements ("Updates") automatically without Your further and separate consent. In some instances, You may have the option to decline the Update. If the Update is not installed, You may not receive full benefit of the Software or the Software may not perform properly. ZD Soft has no obligation to provide any support to the Software without the installation of such Updates. Updates are made available at ZD Soft's sole discretion.
USER GENERATED FEEDBACK. You have no obligation to provide ZD Soft with ideas, suggestions, documentations, and/or proposals ("Feedback"). However, if you submit Feedback to ZD Soft, while you retain ownership of such Feedback, you hereby grant ZD Soft a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited license under all of your Intellectual Property Rights to use and otherwise exploit your Feedback for any purpose world-wide. Further, by submitting Feedback, you represent and warrant that (i) your Feedback does not contain the confidential or proprietary information of you or of third parties; (ii) ZD Soft is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) ZD Soft may have something similar to the Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from ZD Soft for the Feedback under any circumstances.
OUR INTELLECTUAL PROPERTY RIGHTS. The Software is protected by copyright law of the People's Republic of China and international intellectual property laws, and treaty provisions. Therefore, You may not distribute the Software without Our permission unless otherwise provided for in this EULA or by law. If You purchase or download the Software in a country not specifically prohibited under this EULA, You may (in addition to the usage copies mentioned above) only make one (1) copy of the Software or You may keep one (1) copy of the Software on a single device for backup or archival purposes. For backup or archival purposes only, You may either make only one (1) copy of the Software and the Printed Materials or print one copy of any user documentation if You downloaded the Software or You may keep one (1) copy the Software on a single device. Unless otherwise permitted by mandatory law, You may not copy the Software. You agree that ZD Soft, the ZD Soft logos, and other ZD Soft trademarks, service marks, and graphics are trademarks of ZD Soft (some in the People's Republic of China and/or other countries) or are trademarks of ZD Soft's partners ("Marks"). You are not granted a right to use Marks without the owner's permission, unless permitted by mandatory law. You will not remove, obscure, or alter any proprietary notices affixed to or contained within the Software. You understand and agree that We have the right to stop selling, distributing, servicing, or updating the Software (or any part of it) and services or offerings at any time.
PRE-COMMERCIAL RELEASE OR BETA SOFTWARE. If the Software You have received or are accessing with this EULA is a pre-commercial release or a beta version and you have agreed to receive a pre-commercial release or beta version, then You understand the Software is a pre-release, non-commercial version and does not represent a final product of ZD Soft. The Software may contain bugs, errors and other problems that could cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR BETA SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS. RESTRICTIONS OF LIABILITY APPLY AS STIPULATED BELOW.
EVALUATION SOFTWARE. If the Software is identified as a demonstration, evaluation, or trial version ("Evaluation Version") in the applicable user documentation, You may install and access one (1) copy of the Software only for the purpose of evaluation and/or demonstration. Unless You are authorized by ZD Soft, You may not use Our Software for competitive analysis or commercial, professional, or other for-profit purposes. You understand that at the end of the evaluation period, You must either stop using the Software or pay for the Software to continue using it. If You fail to pay for it, then Your license terminates. Upon expiration of the evaluation period, You will immediately discontinue use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the evaluation from Your computer and any other computers on which You have installed the Evaluation Version. Any attempt to circumvent any expiration date technology is in violation of this EULA and will automatically and immediately terminate Your license to use the Evaluation Version.
LIMITED AND RESTRICTED WARRANTY. If You purchased the Software on a computer disc, then ZD Soft warrants that the media on which Software is furnished will be free of defects in materials and workmanship under normal use for a period of ninety (90) days from the date You purchased the Software. The Software when properly installed and under normal use will substantially conform to the features and functionality as set forth in the documentation accompanying the Software; however, the Software may contain immaterial bugs and errors. Therefore, the Software – as the case may be in deviation of applicable statutory law - is provided on the basis that remedies regarding such immaterial bugs and errors will only be provided from time to time by bug fixes. This warranty is not valid for purchasers of used Software. IF THE DISC IS DEFECTIVE, THEN ZD SOFT'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE REPLACEMENT OF THE DEFECTIVE COMPUTER DISC IF YOU RETURN THE DEFECTIVE DISC TO US WITH A COPY OF YOUR RECEIPT. Your right to a replacement of the Software is void if the damage to the disc is a result of accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period. YOU ASSUME ALL RESPONSIBILITIES FOR CHOOSING, INSTALLING, AND USING THE SOFTWARE. UNLESS OTHERWISE PROVIDED FOR REGARDING SPECIFIC COUNTRIES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZD SOFT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES OR COUNTRIES DO NOT ALLOW THE WARRANTY EXCLUSION OR LIMITATIONS; THE ABOVE LIMITATION MAY NOT APPLY TO YOU. In such instances, ZD Soft may remedy substantial defects of the Software at its reasonable discretion by (a) providing a patch, Update or replacement of the Software, or (b) asking for return of the Software and cancelling this EULA. You are entitled to a reduction of the purchase price or a rescission of this EULA only if ZD Soft has repeatedly failed to remedy the defect after a reasonable period of time. If You are a Private Users, Your claims under this clause are time-barred in twenty-four (24) months from receipt of Software; if You are a Business User, Your claims under this clause are time-barred in twelve (12) months. If You alter the Software in any way without being authorized by ZD Soft, ZD Soft will not remedy defects caused by such alteration and You are liable for any damages incurred by ZD Soft due to Your unauthorized alteration. IF YOU INSTALL PRE-RELEASE VERSION PRODUCTS MARKED AS SUCH, YOU DO SO AT YOUR OWN RISK. Pre-release version products are to be used only for test purposes in testing environments and must not be used for production purposes. To make a warranty claim You must provide a detailed error description to ZD Soft Customer Service or, at ZD Soft's request, return the Software along with any return materials authorization information provided to You by ZD Soft, at ZD Soft's expense, to ZD Soft. For further warranty information, please contact ZD Soft Customer Service.
THE SOFTWARE MAY CONTAIN "OPEN SOURCE" MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN SOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE). ZD SOFT MAKES NO WARRANTIES WITH RESPECT TO OPEN SOURCE MATERIALS CONTAINED IN THE SOFTWARE.
INDIRECT AND CONSEQUENTIAL DAMAGES
NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZD SOFT OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ZD SOFT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
U.S. GOVERNMENT-RESTRICTED RIGHTS. The Software and any accompanying documentation are "commercial computer software" and "commercial computer software documentation," under DFAR Section 227.7202 and FAR Section 12.212. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. government will be governed solely by the terms of this EULA and will be prohibited except to the extent expressly permitted by the terms of this EULA.
EXPORT RESTRICTIONS. You may not download, distribute, export, re-export, or redistribute the Software, including any ZD Soft shareware product, (a) into, or to a national or resident of any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of 'Specially Designated' nationals or the United States Commerce Department's 'Table of Deny Orders'. By downloading or using the Software, You represent and warrant that You are not located in, note under the control of, nor a national or resident of any such country or on any such list. Except pursuant to an express, written, fully-executed agreement with ZD Soft, You may not purchase a license to use the Software for the purpose of exporting it to a U.S.-embargoed country, nor may You retain the services of a third party to purchase a license to use the Software if in doing so You will require such third party to send (via any means, electronic or otherwise) the Software to You in a U.S.-embargoed country.
This EULA is the entire agreement between You and ZD Soft and supersedes any other communications or advertisements with respect to the Software and documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries.
If and to the extent any provision of this EULA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability. No term or provision in this EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this EULA will be binding upon ZD Soft unless made in writing and duly executed by You and an authorized representative of ZD Soft.
Some Software versions may not be compatible with various computer operating systems and ZD Soft may not release Updates (particularly Updates establishing compatibility). Your Software may not be compatible with computer operating systems that You may purchase now or in the future. You understand that Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This EULA remains effective with such incorporation. Any and all other third-party software or technology that may be distributed together with the Software (as bundled third-party software) may be subject to You explicitly accepting a license agreement with that third party. ZD Soft's licensors shall be a direct and intended third party beneficiary of this EULA.