﻿ROSETTA PHOENIX R3 END-USER LICENSE AGREEMENT (EULA)

NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR, THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTIONS 6 AND 7; LIABILITY IN SECTION 8; CONNECTIVITY AND PRIVACY IN SECTION 13; CONNECTIVITY AND PRIVACY; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 14. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. 

YOU OR YOUR EMPLOYER MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH DOUBLEBRIDGE TECHNOLOGIES, INC.  (E.G., A VOLUME LICENSE AGREEMENT) THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.

DOUBLEBRIDGE AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD. DOUBLEBRIDGE PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. USE OF SOME DOUBLEBRIDGE AND SOME THIRD PARTY MATERIALS AND SERVICES INCLUDED IN OR ACCESSED THROUGH THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN A SEPARATE LICENSE AGREEMENT, TERMS OF USE OR “READ ME“ FILE LOCATED WITHIN OR NEAR SUCH MATERIALS AND SERVICES. 

THE SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING. THIS TECHNOLOGY MAY CAUSE YOUR COMPUTER TO AUTOMATICALLY CONNECT TO THE INTERNET AND MAY PREVENT USES OF THE SOFTWARE THAT ARE NOT PERMITTED. 

1. Definitions.

“DOUBLEBRIDGE“ means DoubleBridge Technologies, Inc., a Delaware corporation, with a primary address at 103 Carnegie Center, Princeton, New Jersey, United States.

“Computer“ means a virtual or physical personal electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

“Internal Network“ means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.

“Output File“ means an output file generated by you using the Software.

“Permitted Number“ means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by DOUBLEBRIDGE.

“Software“ means (a) all of the information with which this agreement is provided, including but not limited to (i) DOUBLEBRIDGE or third party software files and other computer information; (ii) sample, images, sounds, clip art and other artistic works bundled with DOUBLEBRIDGE software and not obtained from DOUBLEBRIDGE or another party through a separate service (“Content Files“); (iii) related explanatory written materials and files (“Documentation“); and (iv) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to you by DOUBLEBRIDGE at any time, to the extent not provided under a separate agreement (collectively, “Updates“).

2. Software License and License Term.

If you obtained the Software from DOUBLEBRIDGE or one of its authorized licensees and as long as you comply with the terms of this agreement, DOUBLEBRIDGE grants you a non-exclusive, time-limited license to use the Software in the manner and for the purposes described in the Documentation, as further set forth below.  The term of the license grant depends on the subscription fees You or Your employer pays DOUBLEBRIDGE or its authorized licensees or any arrangement You or Your employer may have in a separate agreement with DOUBLEBRIDGE.

2.1 General Use. You may install and use one copy of the Software on up to the Permitted Number of your compatible Computers; or

2.2 Server Deployment. You may install the Permitted Number of copies of the Software on a Computer file server(s) within your Internal Network for the purpose of downloading and installing the Software on up to the Permitted Number of Computers within the same Internal Network; or

2.3 Server Use. You may install the Permitted Number of copies of the Software on Computer file server(s) within your Internal Network only for use of the Software initiated by an individual from a Computer within the same Internal Network. The total number of users (not the concurrent number of users) able to use the Software on such Computer file server(s) may not exceed the Permitted Number. By way of example, the foregoing does not permit you to install or access (either directly or through commands, data or instructions) the Software: (i) from or to a Computer not part of your Internal Network, (ii) for enabling web hosted workgroups or services available to the public, (iii) by any individual or entity to use, download, copy or otherwise benefit from the functionality of the Software unless licensed to do so by DOUBLEBRIDGE, (iv) as a component of a system, workflow or service accessible by more than the Permitted Number of users, or (v) for operations not initiated by an individual user (e.g., automated server processing); and

2.4 Backup Copy. You may make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.

3. Intellectual Property Ownership.

The Software and any authorized copies that you make are the intellectual property of and are owned by DOUBLEBRIDGE and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of DOUBLEBRIDGE and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by DOUBLEBRIDGE and its suppliers.

4. Restrictions.

4.1 Notices. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

4.2 No Modifications. Except as permitted in Section 14, you may not modify, adapt or translate the Software.

4.3 No Reverse Engineering. You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.

4.4 No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on Computers as permitted by Sections 2 and 14. You are not required to use all component parts of the Software, but you may not unbundle the component parts of the Software for use on different Computers. You may not unbundle or repackage the Software for distribution, transfer or resale. See Section 14 for specific exceptions to this section.

4.5 No Transfer. YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY“S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN. You may, however, permanently transfer all your rights to use the Software to another individual or legal entity provided that: (a) you also transfer (i) this agreement, (ii) the serial number(s), the Software affixed to media provided by DOUBLEBRIDGE or its authorized distributor, and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (iii) all copies of font software converted into other formats to such individual or entity; (b) you retain no upgrades, updates or copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this agreement and any other terms and conditions under which you purchased a valid license to the Software. NOTWITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EDUCATION, PRE-RELEASE, OR NOT FOR RESALE COPIES OF THE SOFTWARE. Prior to a transfer, DOUBLEBRIDGE may require that you and the receiving party confirm in writing your compliance with this agreement, provide DOUBLEBRIDGE with information about yourselves, and register as end-users of the Software. Allow 4-6 weeks to transfer.

4.6 No Service Bureau. You will not use or offer the Software on a service bureau basis.

5. Updates.

If the Software is an upgrade or update to a previous version of DOUBLEBRIDGE software, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same Computer, (b) the previous versions or copies thereof are not transferred to another party or device unless all copies of the update or upgrade are also transferred to such party or device and (c) you acknowledge that any obligation DOUBLEBRIDGE may have to support the previous version(s) may be ended upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by DOUBLEBRIDGE with additional or different terms.

6. Limited Warranty.
Except as may be otherwise provided in Section 14, DOUBLEBRIDGE warrants to the individual or entity that first purchases a license for the Software for use pursuant to the terms of this agreement that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following receipt of the Software when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO PATCHES, PRE-RELEASE (BETA), TRYOUT, STARTER, EVALUATION, PRODUCT SAMPLER, OR NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR WEBSITES, ONLINE SERVICES OR CD SERVICES (See Section 14). All warranty claims must be made, along with proof of purchase, to the DOUBLEBRIDGE Customer Support Department within such ninety (90) day period. If the Software does not perform substantially in accordance with the Documentation, the entire liability of DOUBLEBRIDGE and its affiliates and your exclusive remedy will be limited to either, at DOUBLEBRIDGE“s option, replacement of the Software or refund of the license fee you paid for the Software. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. For further warranty information, please see the jurisdiction specific provisions at the end of this agreement, if any, or contact the DOUBLEBRIDGE Customer Support Department.

7. Disclaimer.

THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY DOUBLEBRIDGE AND ITS AFFILIATES AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR DOUBLEBRIDGE, ITS AFFILIATES OR SUPPLIERS“ BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, DOUBLEBRIDGE, ITS AFFILIATES,  AN SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO ANY WEBSITES, AND ONLINE SERVICES AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES. The provisions of Sections 7 and Section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement.

8. Limitation of Liability.

EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTION 14, IN NO EVENT WILL DOUBLEBRIDGE, ITS AFFILIATES,  OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF AN DOUBLEBRIDGE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. DOUBLEBRIDGE“S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF i)THE AMOUNT PAID FOR THE SOFTWARE, OR ii)$350 U.S. DOLLARS. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. Nothing contained in this agreement limits DOUBLEBRIDGE“s liability to you in the event of death or personal injury resulting from DOUBLEBRIDGE“s negligence or for the tort of deceit (fraud). DOUBLEBRIDGE is acting on behalf of its affiliates, and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this agreement, if any, or contact the DOUBLEBRIDGE Customer Support Department.

9. Export Rules.

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws“). All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement. 

10. Governing Law.

This agreement will be governed by and construed in accordance with the substantive laws in force in: (a) the State of New Jersey.  This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11. General Provisions.

If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement will not prejudice the statutory rights of any party dealing as a consumer. For example, for consumers in New Zealand who obtain the Software for personal, domestic or household use (not business purposes), this agreement is subject to the Consumer Guarantees Act. This agreement may only be modified by a writing signed by an authorized officer of DOUBLEBRIDGE. The English version of this agreement will be the version used when interpreting or construing this agreement. This is the entire agreement between DOUBLEBRIDGE and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

12. Compliance with Licenses.

If you are a business, company, or organization, you agree that, no more than once every 12 months, DOUBLEBRIDGE or its authorized representative shall, upon 10 days“ prior notice to you, have the right to inspect your records, systems, and facilities to verify that your use of any and all DOUBLEBRIDGE software is in conformity with your valid licenses from DOUBLEBRIDGE. If verification discloses that your use is not in conformity with a valid license, you shall immediately obtain valid licenses to bring your use into conformity.

13. Connectivity and Privacy.

13.1 Your computer may connect to a website operated by DOUBLEBRIDGE, an advertiser, or other third-party. Your Internet Protocol (IP) address is sent when this happens. The party hosting the site may use technology to send (or “serve“) advertising or other electronic content that appears in the Software. The website operator may also use JavaScript, web beacons (also known as action tags or single-pixel gifs), and other technologies to increase and measure the effectiveness of advertisements and to personalize advertising content. Your communication with DOUBLEBRIDGE websites is governed by the DOUBLEBRIDGE Online Privacy Policy found at http://www.doublebridge.com/privacy. DOUBLEBRIDGE may not have access to or control over features that a third party may use, and the information practices of third party websites are not covered by the DOUBLEBRIDGE Online Privacy Policy.

13.2 Updating. You acknowledge and agree that the Software may cause your Computer to automatically connect to the Internet to check for updates that are available for automatic download to your Computer and to let DOUBLEBRIDGE know the Software is successfully installed. Only non-personal identifying information is transmitted to DOUBLEBRIDGE when this happens. Your communication with DOUBLEBRIDGE websites is governed by the DOUBLEBRIDGE Online Privacy Policy found at http://www.doublebridge.com/privacy. Please consult the Documentation for information about changing default update settings.

14. Specific Provisions and Exceptions.

This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition.

14.1 Pre-release Software Additional Terms. If the Software is pre-commercial release or beta software (“Pre-release Software“), then this Section applies. The Pre-release Software is a pre-release version, does not represent final product from DOUBLEBRIDGE, and may contain bugs, errors and other problems that could cause system or other failures and data loss. DOUBLEBRIDGE may never commercially release the Pre-release Software. If you received the Pre-release Software pursuant to a separate written agreement, your use of the Software is also governed by such agreement. You will return or destroy all copies of Pre-release Software upon request by DOUBLEBRIDGE or upon DOUBLEBRIDGE“s commercial release of such Software. YOUR USE OF PRE-RELEASE SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 7 and 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN PRE-RELEASE SOFTWARE.

14.2 Tryout, Product Sampler, NFR, Additional Terms. If the Software is tryout, starter, product sampler, or NFR software (“Tryout Software“), then the following Section applies. The Tryout Software may contain limited functionality and is to be used for demonstration and evaluation purposes only and not for your commercial purposes. YOUR USE OF TRYOUT SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 7 and 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN TRYOUT SOFTWARE.

14.3 Time Out Software. If the Software is a timeout or time-limited version, then it will cease operations after a designated period of time or number of launches following installation. The license hereunder will terminate after such period or number of launches unless extended by DOUBLEBRIDGE upon your acquisition of a full retail or new license. ACCESS TO ANY FILES OR OUTPUT CREATED WITH SUCH SOFTWARE OR ANY PRODUCT ASSOCIATED WITH SUCH SOFTWARE IS ENTIRELY AT YOUR OWN RISK. 

14.4 Online Services.

14.4.1 The Software may rely upon or facilitate your access to websites maintained by DOUBLEBRIDGE or its affiliates or third parties offering goods, information, software and services (“Online Services“). Your access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such services. DOUBLEBRIDGE may at any time, for any reason, modify or discontinue the availability of any website and Online Services.

14.4.2 Availability of Online Services.  Subject to the terms and conditions of this Agreement, DoubleBridge shall use commercially reasonable efforts to provide Online Services (e.g. Online Help) on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You agree that from time to time, the Online Services may be inaccessible or inoperable for any reason, including, without limitation: i) equipment malfunctions; ii) periodic maintenance procedures or repairs that DOUBLEBRIDGE may undertake from time-to-time; or iii) causes beyond the control of DOUBLEBRIDGE or that are not reasonably foreseeable by DOUBLEBRIDGE, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You agree DOUBLEBRIDGE has no control of availability of the Online Services on a continuous or uninterrupted basis.

14.4.3 DOUBLEBRIDGE does not control, endorse or accept responsibility for websites or Online Services offered by third parties. Any dealings between you and any third party in connection with a website or Online Services, including delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party.

14.4.4 EXCEPT AS EXPRESSLY AGREED BY DOUBLEBRIDGE OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 7 AND 8.
