phraSEarch License Agreement

phraSEarch™ Software License Agreement

ATTENTION: IN RETURN FOR ACQUIRING THIS LICENSE TO USE THIS SOFTWARE AND RELATED DOCUMENTATION (“PHRASEARCH™” OR "SOFTWARE"), YOU AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AS SET FORTH HEREIN. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE LICENSE TERMS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MAY CEASE USING THE SOFTWARE AND UNINSTALL IT, OR OTHERWISE REMOVE IT FROM YOUR COMPUTING SYSTEM.

1. Ownership of Software. APL Consultants of Houston (APL Consultants) exclusively owns the phraSEarch™ software together with all copyrights and trademarks thereto. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. As Licensee, you own the media upon which the software is recorded, but APL Consultants retains title and ownership of the Software recorded on the original media and any subsequent copies of the Software, regardless of the form or media in which or on which the original and other copies may exist. This license is not a sale of the Software or any copy thereof.

2. Test Period. Anyone may use this software during a test period of 10 days. Following this test period of 10 days or less, if you wish to continue to use phraSEarch™, you MUST purchase it.

3. Limited License. Once registered, the user is granted a non-exclusive single-user license (a) to use phraSEarch™ for any legal purpose on a single computer system or, in the case of a multi-user or networked system which permits access to the Software by more than one user at the same time, at a single working location; and (b) to make one copy of the Software in machine readable form solely for back-up purposes provided you reproduce APL Consultants' copyright.

4. Transfer of License. The registered phraSEarch™ software may not be rented or leased, but may be permanently transferred, if the person receiving it agrees to the terms of this license agreement. If the software is an update, the transfer must include the update, all documentation, and all previous versions.

5. Trial Version distribution. The phraSEarch™ unregistered trial version may be freely distributed provided the distribution package is not modified. No person or company may charge a fee for the distribution of phraSEarch™, in any form, without written permission from the copyright holder.

6. No Warranty. phraSEarch™ IS DISTRIBUTED "AS IS". APL CONSULTANTS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. NO WARRANTY OF ANY KIND IS EXPRESSED OR IMPLIED. YOU USE AT YOUR OWN RISK. THE AUTHOR WILL NOT BE LIABLE FOR DATA LOSS, DAMAGES, LOSS OF PROFITS OR ANY OTHER KIND OF LOSS WHILE USING OR MISUSING THIS SOFTWARE.

7. Limitation of Remedies. APL Consultants' entire liability and your exclusive remedy shall be the replacement of the Software with the most recent publicly released version of the Software.

8. Unauthorized Use. You may not use, copy, adapt, translate, emulate, clone, rent, lease, sell, modify, distribute, network, or transfer the licensed program, or any subset of the licensed program, except as provided for in this agreement. You may not disassemble, decompile, create derivative works based upon the software, or otherwise reverse engineer the Software unless APL Consultants’ prior written consent is obtained. Upon request, you will provide APL Consultants with reasonably detailed information regarding any disassembly, decompilation, or reverse engineering activities in which you have participated. Any such unauthorized use shall result in immediate and automatic termination of this license and may result in criminal and/or civil prosecution.

9. Exportation. You may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.

10. Software Development. The Software and all accompanying documentation have been developed entirely at APL Consultants’ expense. They are delivered and licensed as commercial computer software as defined in DFARS 252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 (Jun 1995), as a commercial item as defined in FAR 2.101(a), or as Restricted computer software as defined in FAR 52.227-19 (Jun 1987)(or any equivalent agency regulation or contract clause), whichever is applicable. You have only those rights provided for in this agreement.

11. Reservation of All Rights. APL Consultants reserves all rights not expressly granted here.

12. User Acceptance of Terms. Installing and using phraSEarch™ signifies acceptance of these terms and conditions of the license.

13. Term of License Agreement. The license for a registered version of the Software is perpetual, unless terminated earlier. You may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form. APL Consultants will have the right to terminate your license immediately if you fail to comply with any term or condition of this Agreement. Upon any termination, including termination by you, you must destroy the Software (including the related documentation) together with all copies or modifications in any form.

14. General. You acknowledge that you have read this Agreement, understand it, and that by using the software you agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between APL Consultants and you which supersedes any proposal or prior agreement, oral or written, and any other communication between APL Consultants and you relating to the subject matter of this Agreement. No variation of the terms of this Agreement or any different terms will be enforceable against APL Consultants unless APL Consultants gives its express consent, including an express waiver of the terms of this Agreement, in a writing signed by an officer of APL Consultants. You assume full responsibility for the use of the Software and agree to use the Software legally and responsibly. Should any provision of this Agreement be declared unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement and shall not affect the remainder hereof. All rights in the Software not specifically granted in this Agreement are reserved by APL Consultants. If you do not agree with the terms of this license you must remove phraSEarch™ files from your storage devices and cease to use the product.

15. Venue. This Agreement shall be governed by Texas law except as to copyright matters which are covered by Federal law. This Agreement is deemed entered into at Houston, Texas by both parties.

16. Contact. Should you have any questions concerning this Agreement, you may contact APL Consultants by email to: APL Consultants of Houston, Legal Department, at support@phraSEarch.com.

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