IMPORTANT--READ CAREFULLY: This End-User License Agreement ("Agreement") is a legal contract between you ("user") and Endres Actuarial Consulting LLC, d/b/a Endres Actuarial Computing ("EAC", “we”, “us”, “our”), for its software products, and, as applicable, associated media, printed materials, and "online" or electronic documentation (collectively hereinafter "Software").

 

This copy of EAC Tools, EAC Tools – Full Version, EAC Tools – Basic Version, EAC PV Tools, or EAC Utilities ("the Software Product") and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. EAC owns intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to download, use, or copy the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").

 

ACCEPTANCE

 

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO USE THE SOFTWARE.

 

LICENSE TERMS

 

Following acceptance of this Agreement, you may and use the Software, subject to the terms and conditions set forth in this Agreement. Subject to these Terms, we grant you a non-exclusive, non-transferable, limited license to use the EAC Tools Software solely for your personal or internal business purposes.

 

1.      A user may install and use one copy of the trial version of the Software on one computer for 30 days. After 30 days, a subscription must be purchased, otherwise the software will be automatically deactivated.

 

2.      The license is “per-user”. Therefore it is acceptable, for example, for a user to have the software installed on a “work computer” and on a “home computer” at the same time.

 

3.      This Agreement entitles you to install and use the Software Product for the number of users permitted by license for the duration of the subscription.

 

4.      Multiple copy use or installation (“site license” or "multi-user") is only allowed only if there is an agreement in effect for the stated number of users. If the number of users changes during the term of the subscription, EAC must be immediately notified so that the license agreement can be modified and a prorated payment is made.

 

5.      A user may access the Software via a network, but only if you have purchased an adequate number of licenses. The number of users must not exceed the number of licenses you have purchased.

 

6.      Data Collection: We may collect and use information in accordance with our Privacy Policy.

 

7.      This license is renewable on a yearly basis upon payment of the license fee at the rate in effect at the time of renewal in accordance with our Payment Policy.

 

TERM OF SERVICE AND AUTO-RENEWAL

 

·        Individual License

 

Term: The term of your subscription will be for the one-year period beginning when you purchase the license on the web site.

 

Auto-Renewal: The subscription will not automatically renew. It is up to the user to purchase subsequent one-year subscriptions via the web site.

 

·        Multi-User License

 

Term: The initial term of your subscription will be for the one-year period (unless a different term has been agreed upon) set forth in a written (including email) agreement (the "Initial Term"). The “Renewal Date” is the last day of the Term.

 

Auto-Renewal: To ensure uninterrupted use of the software, your subscription will automatically renew on your Renewal Date under the Terms in effect at that time. Unless you cancel prior to the Renewal Date or as otherwise stated in a notice sent to you at least thirty (30) days prior to the Renewal Date, the Software will automatically renew for successive one-year periods (each a "Renewal Period"). You acknowledge, agree, and authorize us to automatically issue an invoice thirty (30) days prior to the end of each Renewal Period, unless you terminate or cancel the subscription by notifying EAC.

 

TERMINATION OF SERVICE

 

1.      Termination Procedure: You may terminate or cancel the subscription you purchased at any time during the Term by giving EAC notice by phone or email. After the subscription is canceled, all EAC software must be uninstalled and removed from all users’ computers and all other networks and systems.

 

2.      Termination by EAC: EAC may terminate your access to the Software without notice in the event that: (i) you fail to pay any fees due hereunder to EAC; (ii) you violate the terms and conditions of this Agreement; (iii) for any other lawful reason, including to comply with applicable law, or as otherwise specified in this Agreement. In such event, EAC will not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination.

 

INTELLECTUAL PROPERTY

 

1.      Ownership: We retain all rights, title, and interest in and to the Software, including all intellectual property rights.

 

2.      Feedback: If you provide any feedback, suggestions, or recommendations regarding the Software ("Feedback"), you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback worldwide in any manner.

 

RESTRICTIONS ON TRANSFER

 

You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

 

RESTRICTIONS ON USE

 

You may not attempt to “crack”, unlock, defeat, decompile, "reverse-engineer", disassemble, remove the password, bypass any restriction incorporated into the Software or otherwise attempt to derive the source code for the Software Product.

 

RESTRICTIONS ON USE ALTERATION

 

You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product.

 

LIMITED SOFTWARE PRODUCT WARRANTY

 

For a period of 30 days from the date of shipment or from the date that you download the Software Product, as applicable, EAC warrants that when properly installed and used under normal conditions, the Software Product will perform substantially as advertised.

 

DISCLAIMER OF WARRANTIES

 

THIS SOFTWARE AND THE ACCOMPANYING FILES AND CONTENT ARE PROVIDED "AS IS." EAC DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR SUCH FILES OR CONTENT. EAC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ACCURACY OF RESULTS OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, AND ALL IMPLIED WARRANTIES ARE HEREBY DISCLAIMED.

 

LIMITATION OF LIABILTY

 

YOU ASSUME ALL RISKS ASSOCIATED WITH USING THE SOFTWARE. ANY LIABILITY OF EAC FOR ANY REASON WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE SOFTWARE WITH ANOTHER COPY. IN NO EVENT SHALL EAC, ITS AFFILIATES, OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, EAC'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

 

EAC MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR OPERATE UNDER YOUR SPECIFIC CONDITIONS OF USE. EAC MAKES NO WARRANTY THAT OPERATION OF THE SOFTWARE PRODUCT WILL BE SECURE, ERROR FREE, OR FREE FROM INTERRUPTION. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. EAC WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

 

LIMITATION OF REMEDIES AND DAMAGES

 

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of EAC. EAC reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If EAC is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product, prorated for the remaining of the subscription.

 

You agree to indemnify and hold EAC harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

 

GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, USA. This Agreement constitutes the entire and integrated agreement and understanding between you and EAC with respect to the subject matter hereof. There are no other oral or written agreements, understanding, statements or representations with respect to the Software or the subject matter hereof, unless expressly referenced in writing elsewhere in this Agreement. The term of this Agreement shall be perpetual, until properly terminated. You may terminate the license granted by this Agreement at any time by permanently uninstalling and removing the Software from each of your authorized personal computers and destroying all copies of the Software and its supporting documentation and content.

 

SEVERABILITY

 

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.