BY USING A PAID OR FREE TRIAL OF SOFTWARE OFFERED ON OUR WEBSITE OR CLICKING ON THE “I ACCEPT THE EULA” BOX UPON REGISTRATION AT OUR WEBSITE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF OUR AGREEMENT. PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT.
License. Subject to the terms, conditions, restrictions and other provisions of this Agreement, upon completing registration at www.holdemmanager.com, PASG grants to you a non-exclusive, non-transferable license to use the Software solely for your own individual use during the Term and only on your personal computer. All rights not expressly granted to you are reserved by PASG and, if applicable, its licensors. If the license is being granted for the purpose of an evaluation by you of the Software, then your license shall be valid for the maximum period specified in the trial offer, but in any event no longer than sixty (60) days, unless otherwise specifically agreed in writing, and may be used only for the purpose of such evaluation. As used herein, “Software” means: (a) Hold’em Manager, Omaha Manager, Tourney Manager, Hold’em Vision; (b) any and all software applications offered by PASG or its licensors at www.holdemmanager.com or a related Internet address; (c) any and all Software versions, releases, improvements, modifications, patches, and corrections; and (d) with respect to the foregoing, the executable software code of such application(s) or system(s) and all related documentation.
Things You Must Do In Using the Software. In using the Software, you must:
ensure that the computer hardware you use meets the current minimum system requirements required for the Software, as described on www.holdemmanager.com, which description may be updated by PASG from time to time;
keep secret your password and other account activation material;
promptly notify us if you learn of any security breach related to the Software;
not impersonate another user of the Software or provide false identity information to attempt to gain access to or use the Software; and
without the need for further notification or consent (unless otherwise expressly agreed in writing), hereby permit periodic automatic updates to the installed Software on your computer in order to ensure correct, full and continuing functionality of the Software.
Things You Must Not Do In Using the Software. In using the Software, you must not:
other than as expressly permitted herein, license, sublicense, sell, resell, transfer, assign, distribute, rent, lease, or otherwise commercially exploit the Software in any way;
modify, decompile, reverse assemble, reverse engineer, translate or disassemble any part of the Software;
make any derivative works based upon the Software;
reverse engineer or access the Software in order to (i) build a competitive product or software, (ii) build a product using similar ideas, features, functions or graphics of the Software, or (iii) copy any ideas, features, functions or graphics of the Software;
interfere with or disrupt the integrity or performance of the Software or the data contained therein;
use any portion of the Software as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (or "spam");
use any unauthorized third-party software or Software to access the Software or its related systems or networks;
attempt to gain or actually gain unauthorized access to the Software or its related systems or networks, or allow any third party to derive any benefit from your use of the Software; and
unless all computers or users are properly individually or site licensed in writing by PASG, permit use of the Software in a computer software business, network, timesharing, multiple computer or multiple user attempt to gain or actually gain unauthorized access to the Software or its arrangement.
Term of Agreement. Unless earlier terminated as provided for elsewhere in this Agreement, this Agreement shall automatically expire immediately five (5) years after you installed the Software on your computer.
Termination of Your Use of the Software. PASG reserves the right to terminate your license to use the Software automatically without notice if you materially fail to comply with the terms and conditions of this Agreement, and no refund shall be paid to you.
Ownership and Intellectual Property Rights. PASG or its licensors may have patents or pending patent applications, trademarks, copyrights, trade secret rights or other intellectual property rights covering the Software and all materials delivered to you or accessed by you in using the Software. You acknowledge that the Software and materials delivered to you by PASG are the property of PASG or its licensors and that the only rights you have with respect to them and related materials is the right to use them in accordance with the terms of this Agreement. No title to or ownership of the Software, materials or trade marks or other intellectual property used under this Agreement is transferred to you. Notwithstanding any provision of the Agreement to the contrary, PASG, or the licensor through which PASG obtained the rights to offer and distribute the Software, owns and retains all title to, ownership of, and all intellectual property rights in, the Software.
PASG Limited Warranty. Except with respect to the use by you of the Software, or the Software on an evaluation basis, in which case PASG disclaims all representations and warranties whatsoever, whether express or implied, PASG represents and warrants to you only that (a) PASG owns or otherwise has the right to license the Software, and the related documentation to you under this Agreement; and (b) during the Software Term, the Software will function substantially in accordance with the applicable documentation. While PASG has made reasonable efforts to ensure that the Software works with certain operating systems and application software, PASG cannot and does not check every possible combination of equipment or software available or that is subsequently installed or used by you. You bear the entire risk as to the quality and performance of Software. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, PASG AND ITS AUTHORIZED SOFTWARE PROVIDERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH A CASE, ANY IMPLIED WARRANTIES RELATING TO THE SOFTWARE ARE LIMITED TO THIRTY (30) DAYS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
Disclaimers and Limitations of Liability. NEITHER PASG NOR ITS AFFILIATES, AUTHORIZED SOFTWARE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, SUPPLIERS OR DISTRIBUTORS SHALL BE LIABLE UNDER THIS AGREEMENT TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR COMPUTER TIME, LOSS OF BUSINESS PROFITS OR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF PASG HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. 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. IN SUCH A CASE, ANY IMPLIED WARRANTIES RELATING TO THE SOFTWARE ARE LIMITED TO AMOUNT OF SOFTWARE FEES PAID BY YOU OVER THE PRECEDING TWELVE MONTHS (IN THE CASE OF ANY EVALUATION, EVEN IF PAID, NOTHING SHALL BE PAYABLE TO YOU). THE LIABILITY OF PASG, ITS AFFILIATES, AUTHORIZED SOFTWARE PROVIDERS, SUPPLIERS AND LICENSORS FOR ANY LOSS, COST, CLAIM OR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE SOFTWARE FEES PAID BY YOU TO PASG FOR THE PRECEDING TWELVE (12) MONTH PERIOD (IN THE CASE OF ANY EVALUATION, EVEN IF PAID, NOTHING SHALL BE PAYABLE).
Indemnification of PASG. You hereby agree to indemnify and save harmless PASG, all its subsidiaries, affiliates, directors, officers, employees, consultants, licensors, and agents (together, the "PASG Indemnified Parties") from and against all losses, damages, liabilities, debts, demands, claims, actions, causes of action, costs, charges and expenses, including legal fees and any amount paid to settle any action or to satisfy a judgment, in any way incurred by an PASG Indemnified Party in respect of any actual or threatened civil, criminal or administrative action or proceedings to which the PASG Indemnified Party is made a party by reason of or in connection with or arising out of your use or misuse of the Software. The indemnity provided hereby also includes, without limiting the generality of the foregoing, all payments which may be made by a PASG Indemnified Party under which indemnity may be sought from you.
Export Control. You agree that you will not knowingly export or re-export, directly or indirectly, any product, including software, received from PASG under this Agreement or any direct product of such product to any destination to which such export or re-export is restricted or prohibited by United States or other applicable law, without obtaining prior written authorization from the competent government authorities as required by those laws.
Severability. If any term or provision of this Agreement shall be found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions shall be deemed modified to the extent necessary in the court's opinion to render such terms or provisions enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
Notice. Any notice, request, authorization, direction, form or other communication to you from PASG or from you to PASG under this Agreement shall be given in writing and be delivered to the intended recipient by e-mail, in your case, at the e-mail address you specified when you installed and registered for the Software, and if sent to PASG:
Latimer LeVay Fyock
55 W. Monroe St. 11th Floor
Chicago, Illinois 60603
United States of America
Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Illinois, United States of America. The Circuit or District Court, as appropriate, located in Chicago, Illinois shall have exclusive jurisdiction of any legal proceeding regarding this Agreement, and the parties expressly submit to the jurisdiction of said courts and the venue thereof.
Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of PASG but may be assigned without your consent by PASG to (i) a parent or subsidiary, (ii) an acquirer of its assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
Survival. Without limiting the applicability of other terms and conditions of this Agreement, the terms of Section 6 (Ownership and Intellectual Property Rights, Section 7 (PASG Limited Warranty), Section 8 (Disclaimers and Limitations of Liability), Section 9 (Indemnification of PASG), Section 13 (Governing Law) and this Section 15 (Survival), together with all additional terms and conditions necessary for the correct interpretation of the foregoing, shall survive the expiration or termination of this Agreement for any reason.
Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof. If we make a material change to this Agreement, we will notify you at least thirty (30) days before the change takes place. If you do not agree to the change, you must cancel and stop using the Software before the change takes place. If you do not stop using the Software, your continued use of the Software will be under the changed Agreement.
(C) 2010 PASG, LLC. All rights reserved.