L0PHT HOLDINGS, LLC.
L0PHTCRACK 7 PROFESSIONAL, ADMINISTRATOR, & ENTERPRISE VERSION SOFTWARE LICENSE AGREEMENT
IMPORTANT: DO NOT CLICK ON THE “INSTALL” BUTTON UNTIL YOU (“LICENSEE”) HAVE READ THIS AGREEMENT. BY CLICKING ON THE INSTALL BUTTON (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (1) DO NOT CLICK ON THE INSTALL BUTTON, (2) DISCONTINUE THE LICENSING PROCESS BY CLICKING ON THE “CANCEL” BUTTON AND (3) DO NOT USE OR ATTEMPT TO USE THE SOFTWARE.
This L0PHTCRACK 7 Professional, Administrator, or Enterprise version software (“Software”) is licensed, not sold, to Licensee for use only under the terms of this Software License Agreement (“Agreement”). L0PHT HOLDINGS, LLC. (“Licensor”) and its licensors continue to own the Software and reserve any rights not expressly granted to Licensee.
1. LICENSE GRANT. Licensor grants to Licensee, subject to the terms and conditions of this Agreement, a limited, nonexclusive, nontransferable license to use the Software internally within Licensee’s own business on a single computer for which Licensee has received an unlock key and for which Licensee has paid the applicable license fee. If Licensee has purchased a multiple-use license, Licensor grants toLicensee, subject to all other terms and conditions of this Agreement, a limited, nonexclusive, nontransferable license to use the Software internally within Licensee’s own business on the number computers specified in the license purchase. All other aspects of this Agreement apply to multiple use license agreements. A license for the Software may not be shared, installed or used concurrently on different computers. Licensee may not use the Software to perform Consulting Services (as defined below). Use of the Software for Consulting Services requires a Consulting License, which may be obtained at www.l0phtcrack.com. Licensee may make one copy for backup or archival purposes, but Licensee may not otherwise copy, reproduce, modify, rent, lease, sublicense, distribute, transfer, or time-share the Software or any manuals, guides or any other information or material that Licensor provides to Licensee for use with the Software (“Documentation”). Licensor reserves all rights not expressly granted to Licensee. Ownership of and title to the Software and Documentation are and will be held by Licensor and its licensors. Licensee acknowledges that the Software is not designed, licensed, or intended for use in the design, construction, operation or maintenance of any nuclear facility. For the purposes of this Agreement, Consulting Services shall mean use of the Software in the performance of technical consulting services with respect to a third party’s computers and applications.
2. PROTECTION OF SOFTWARE. Licensee acknowledges that the source code for the Software and other trade secrets embodied in the Software have not been, and are not going to be, disclosed to Licensee. Licensee is not permitted (a) to decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Software, (b) to use any similar means to discover the source code of the Software or to discover the trade secrets in the Software, (c) to otherwise circumvent any technological measure that controls access to the Software, (d) to use any Trojan horses, worms, time bombs, robots, spiders, crawlers, cancelbots or other computer programming routines intended to copy, damage, detrimentally interfere with, or expropriate the Software, or (e) to remove or alter any proprietary legends or notices contained in the Software or Documentation.
3. SUPPORT; UPGRADES. This License Agreement entitles Licensee to receive from Licensor technical support via email, enhancements, and upgrades through one year after purchase. After that date maintanence must be purchased to receive technical support, enhancements and upgrades.
4. THIRD PARTY SOFTWARE. The Software includes code licensed from third parties, which is provided subject to the following:
A. This Software includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/). Copyright (c) 1998-2003 The OpenSSL Project. All rights reserved.
1. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
2. All advertising materials mentioning features or use of this software must display the following acknowledgment:
“This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit. (http://www.openssl.org/)”
3. The names “OpenSSL Toolkit” and “OpenSSL Project” must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact email@example.com.
4. Products derived from this software may not be called “OpenSSL” nor may “OpenSSL” appear in their names without prior written permission of the OpenSSL Project.
5. Redistributions of any form whatsoever must retain the following acknowledgment:
“This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)”.
THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT “AS IS” AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
5. LIMITED WARRANTIES AND RISK ALLOCATION.
5.1 Limited Warranty; Disclaimer. Licensor will replace, at no charge, defective media that are returned within ninety (90) days of shipment. Licensor warrants, for a period of ninety (90) days from the shipment date, that Software will perform in substantial compliance with the Documentation accompanying the Software on that hardware and operating system software for which it was designed, as stated in the documentation. If, within such ninety (90) days period, Licensee reports to Licensor that Software is not performing as described above, Licensor will, at its option, repair or replace the Software. The foregoing states the entire liability of Licensor with respect a breach of the warranty set forth herein. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SOFTWARE AND THE DOCUMENTATION ARE BEING SUPPLIED TO LICENSEE ON AN “AS IS” BASIS. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE SOFTWARE AND THE DOCUMENTATION, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND TITLE, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, LICENSOR DOES NOT WARRANT THAT (A) THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, (B) OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR (C) DEFECTS WILL BE CORRECTED.
5.2 Limitation of Liability. LICENSOR’S LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INTERRUPTION OF BUSINESS, OR FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO LICENSEE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.
6. OWNERSHIP. Licensee acknowledges and agrees that, except as set forth in Section 4 above, Licensor (and its licensors) owns all right, title and interest in and to the Software, including without limitation any and all patents, patent applications, copyrights, trade secrets, trademarks and other intellectual property rights, and Licensee shall not take any action inconsistent with such title and ownership. Licensee shall not alter or remove any printed or on-screen copyright, trade secret, proprietary or other legal notices contained on or in copies of any Software or Documentation. Licensee will not acquire any rights or licenses, except as expressly provided in this Agreement, under any patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of this Agreement or Licensee’s performance under this Agreement. Licensee acknowledges and agrees that Licensor owns the trademarks and service marks as set forth at http://www.l0phtcrack.com/disclaimer.html.
7. CONFIDENTIAL INFORMATION. For the purposes of this Agreement, “Confidential Information” means all confidential, proprietary or secret information of Licensor provided to Licensee in connection with this Agreement, whether such information is disclosed (a) in writing or other tangible medium, (b) visually, or (c) orally. Confidential Information does not include any portion of any such information to the extent that Licensee can clearly demonstrate that it: (a) is or becomes known in the trade through no act or omission by Licensee; (b) is disclosed to Licensee by a third party who has a right to make such disclosure without any obligation of confidentiality to Licensor; (c) is known to Licensee before receipt thereof pursuant to this Agreement; or (d) is independently developed by Licensee without access to or use of such information. Except for the specific rights granted by this Agreement, Licensee shall not use or disclose any Confidential Information without the written consent of Licensor. Licensee shall use the highest commercially reasonable degree of care to protect the Confidential Information, including ensuring that Licensee’s employees or consultants with access to such Confidential Information have agreed in writing not to disclose the Confidential Information. Licensee shall bear the responsibility for any breaches of confidentiality by Licensee’s employees and consultants. Nothing herein shall prevent Licensee from disclosing all or part of the Confidential Information as necessary pursuant to the lawful requirement of a governmental agency or when disclosure is required by operation of law; provided that prior to any such disclosure, Licensee shall use reasonable efforts to (i) promptly notify Licensor in writing of such requirement to disclose, and (ii) cooperate fully with Licensor in protecting against any such disclosure or obtaining a protective order.
8. TERM AND TERMINATION. The term of this Agreement is effective as of the date Licensee accepts the terms of this Agreement by installing the Software and shall continue until terminated. This Agreement will terminate (i) if Licensee breaches any of the terms or conditions of this Agreement and fail to remedy such breach within thirty (30) days after being given notice thereof, (ii) if Licensee becomes insolvent or cease to do business; or (iii) if all or a substantial portion of Licensee’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days. Licensee agrees that in the event of the termination of this Agreement for any reason, Licensee’s license rights to use the Software and the Documentation are immediately terminated and Licensee will destroy any copies of the Software and Documentation in Licensee’s possession. The rights and obligations of the parties under Sections 2 – 9 will survive the termination of this Agreement.
9.1 Notices. All communications under this Agreement shall be in writing or by confirmed fax.
9.2 Severability. In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement. The parties agree that they will negotiate in good faith or will permit a court or arbitrator to replace any provision of this Agreement so held invalid, unenforceable or illegal with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision.
9.3 Waiver. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
9.4 Governing Law; Jurisdiction & Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without taking into account its principles on conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in Middlesex County, Massachusetts, USA and both parties hereby consent to such jurisdiction and venue for this purpose.
9.5 Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
9.6 Costs, Expenses and Attorneys’ Fees. If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and attorneys’ fees (including all related costs and expenses), incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
9.7 Entire Agreement; Amendment; Assignments. This Agreement (a) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter; (b) may be amended or modified only by a writing executed by an authorized officer of the party against whom enforcement is sought; (c) may not be assigned by Licensee without the written consent of Licensor; and (d) shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of the parties hereto.
9.8 Remedies. The parties acknowledge and agree that a breach or a threatened breach of this Agreement by Licensee would cause not only financial harm, but irreparable harm to Licensor, and that money damages will not provide an adequate remedy. In the event of a breach or threatened breach of this Agreement by Licensee, Licensor shall, in addition to any other rights and remedies it may have, at law or in equity, be entitled to an injunction restraining, temporarily or permanently, Licensee from disclosing or using, in whole or in part, the Software and the Documentation, without the necessity of posting any bond or surety.
9.9 Export. Licensee shall not export or re-export, directly or indirectly (including via remote access), the Software or other information or materials provided by Licensor hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval.
9.10 U.S. Government Restricted Rights. If the Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government’s rights in the Software and accompanying Documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).
9.11 Acknowledgment. Licensee acknowledges that (a) Licensee has read and understand this Agreement; (b) this Agreement has the same force and effect as a signed agreement; (c) issuance of this license does not constitute general publication of the Software or the Documentation; and (d) the individual accepting this Agreement on behalf of a corporation or other legal entity personally represents that he or she is duly authorized to accept this Agreement on behalf of such entity and that this Agreement is binding upon such entity.
Licensor: L0pht Holdings, LLC.
L0pht Holdings, LLC.
34 Walden St, #308
Concord, MA 01742