Ginger Proofreader 2.6.22
EULA - End User License Agreement
Ginger Software, Inc. End-User License Agreement
IMPORTANT - READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE GINGER SOFTWARE, INC. SOFTWARE (THE "SOFTWARE") FROM www.GingerSoftware.com (THE "SITE").
This End-User License Agreement ("EULA") is a binding legal agreement between you and Ginger Software, Inc. (the "Company" or "Ginger Software") for the Software being distributed with this EULA. As used in this EULA, the term "Software" shall include internet-based and other services provided by the Company, any systems, servers, devices or other items related to such Company services, and any patches, updates, modified versions, service packs and upgrades which may be provided by the Company from time to time.
BY CLICKING ON THE "I UNDERSTAND AND AGREE" BUTTON OR "OK" BUTTON BELOW, OR BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTOOD THE TERMS OF THIS EULA AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS EULA. IF YOU SELECT "CANCEL," THE INSTALLATION PROCESS WILL NOT PROCEED. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY OR USE THE SOFTWARE.
IF YOU ARE NOT THE END USER AND ARE INSTALLING THIS SOFTWARE ON BEHALF OF THE END USER, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE END USER AND TO ACCEPT AND BIND THE END USER TO THE TERMS OF THIS EULA, AND YOU FURTHER AGREE THAT YOU (AND YOUR COMPANY, IF APPLICABLE) SHALL BE LEGALLY OBLIGATED TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS, AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO YOU IN CONNECTION WITH THE SOFTWARE, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES AND EXPENSE (INCLUDING ATTORNEYS FEES) ARISING FROM OR RELATED TO THE COMPANYS PROVISION OF THE SOFTWARE AND RELATED SERVICES.
GRANT OF LICENSE
Subject to your full compliance at all times with the terms and conditions set forth in this EULA, the Company hereby grants you a limited, personal, non-commercial, non-exclusive, non-transferable license to:
(a) download, install and use a single copy of the Software on one hard disk or other storage device of a personal computer ("PC") for the sole purpose of personally using the Software for services provided by Company (the "Services"), and for the purposes for which the Software and the Services are provided to you by the Company (the "Purposes");
(b) copy the Software on one hard disk or other storage device for backup and archival purposes only; and
(c) use the documentation that accompanies the Software or is available on-line for personal, non-commercial reference purposes only.
You may use the Software only as a single product on a single PC. You may not separate its component parts, nor install a copy of the Software on a network storage device or server.
LICENSE EXCLUSIONS AND RESTRICTIONS
The following exclusions and restrictions shall apply at all times to your use of the Software and/or the Services:
(a) You may not grant access to your account to any other person or entity;
(b) You may not make any use of the Software in whole or in part that is not expressly permitted by the terms of this EULA;
(c) You may not sell, assign, rent, lease, sublicense, distribute, market, commercialize, disclose, export, import, act as an intermediary or provider, or otherwise grant any rights to any third party with respect to, the Software or any part thereof;
(d) You may not undertake, cause, permit or authorize any modification of the Software or the creation of derivative works;
(e) You may not translate, reverse engineer, decompile disassemble or hack the Software or any part thereof;
(f) You may not create, distribute or disseminate any obscene or scandalous work, as defined by any applicable law at the time the work is created, using the Software;
(g) You may not use any of the Software or the Services in any manner that will or could damage, disable, overburden or impair the Services or that will or could interfere with any other partys use and enjoyment of the Services; and
(h) You may not attempt to gain unauthorized access to any service, account, computer systems or computer networks associated with the Services.
Any information derived from any of these above-described activities constitutes confidential information of the Company, and the Company shall retain all rights therein.
You acknowledge and agree to use the Services solely for the Purposes.
In the event you ordered a backup CD, the Company makes no representations or warranties of any kind whatsoever with respect to the operation, performance, or use of any such backup CD. Backup CDs are provided by the Company on an "as is, where is, with all defects" basis. Without derogating from any other provision in this EULA, the Company hereby disclaims any and all warranties with respect to backup CDs, including without limitation, any and all implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose.
AVAILABILITY OF SERVICES
The Company does not warrant that the Services will be available 24 hours per day, 7 days per week, nor does it warrant that the Services will be provided properly or completely. If your access to the Services is suspended or interrupted or a fault or defect occurs which prevents your access to the Services, the Company will attempt to restore access to the Services (to the extent determined solely by the Company in its discretion). The Company will have no liability to you for the unavailability of the Services at any time. In addition, the Company reserves the right, in its sole discretion, at any time and without prior notice, to refuse access to the Services to any individual, company, network, institution or other entity in violation of the terms of this EULA, or to cease providing the Services in whole or in part.
The Software and Services are designed to work with current standard software and operating systems. In the event you install or update any software or operating systems there is no assurance that the Software or Services you purchased will work as intended (or at all) with such software or operating systems. In such case the Company may provide you with an option to purchase an updated version of the Software and/or pay an additional fee in order to be able to use the Services with such software or operating systems. In any event you will not have any claims or demands against the Company in connection with the Software or Services you purchased not working as intended (or at all) with such software or operating systems.
The Software and the Services are protected by copyright and other intellectual property laws and international treaties. The Software and the Services are licensed and not sold, and you will acquire no ownership rights of any kind or nature whatsoever in the Software and the Services.
The Company (or its third party providers, if any) reserves all rights, including proprietary rights, not expressly and specifically granted to you in this EULA. Without limiting the foregoing, the Company (or its third party providers, if any) retains all title, right, and interest in and to the Software, the Services, and all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software, including all patches, revisions, service packs and other updates. The proprietary rights reserved hereby include, without limitation, all patents, patent applications, copyrights, trademarks, service marks, know-how, source codes and any and all other applicable intellectual property rights and interests in and to the Software, the Services and all documentation, translations, enhancements, improvements or other modifications made to or derived therefrom.
Any ideas, suggestions and the like made by you with respect to the Software and/or the Services ("Supportive Information") will be the sole and exclusive property of the Company. You hereby assign, all right, title and interest worldwide in the Supportive Information and any and all related intellectual property rights therein to the Company.
The Software uses Acapela speech technologies licensed from the Acapela Group and with respect to such technology: (i) you may not decompile, disassemble or transfer the programs comprising such technology in whole or in part; (ii) such technology is provided "as is" without warranty of any kind, either express or implied; and (iii) in no event will Acapela Group, Acapela Group' representatives or Acapela Group' licensors be liable to you for any damages including, without limitation, any lost profits, business goodwill or other special, incidental or consequential damages arising out of the use or inability to use such technology.
In addition, when receiving the Services, the Software communicates with Ginger's servers. Such servers include certain software commonly referred to as NUnit for which Company is obligated to provide you with the following acknowledgement: "Portions Copyright 2002 James W. Newkirk, Michael C. Two, Alexei A. Vorontsov or Copyright 2000-2002 Philip A. Craig".
The terms of this EULA apply to the downloading, installation and use of the Software and the Services. The Company may from time to time revise or update the Software with or without any notice to you, including without limitation, updating, changing, redesigning and/or replacing the user interface and/or the user experience. Such revisions and updates will be supplied according to the Company's then prevailing policies, which may change from time to time at the sole discretion of the Company and may be performed by being automatically downloaded and installed on your computer. You acknowledge and agree that the Company and its affiliates may automatically download and install such revisions and updates on your computer without providing you with any notification.
PRIVACY; PASSWORD AND USER ID
Upon activation, the Software automatically communicates with the Company's servers on the internet and collects and sends to the Company usage metrics of the Software. Subject to the provisions below with respect personal identifiable information, any communication or material that you transmit to the Company through the Site, by electronic email or otherwise, including any usage metrics, data, writing samples, questions, comments, suggestions and the like as well as any data or information which is or may be derived from any of the foregoing, is, and will be treated as, non-confidential and non-proprietary information. Such derivative data or information may include a compilation or an analysis of errors committed by you in writing samples provided by you in connection with use of the Software. The Company may use such communication or material for any purpose whatsoever, including, without limitation, for disclosure, reproduction or publication. The Company will be free, without any compensation to you, to use any concepts or know-how contained in any communication or material that you send through the Software for any purpose whatsoever.
The Company will not be liable for any unauthorized or fraudulent use of Your User ID or password. You agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Services, from any and all claims, losses, damages and expenses (including attorneys fees) relating to your use of the Software or the Services, including unauthorized or fraudulent use of your User ID or password.
DISCLAIMER OF WARRANTIES
THE SOFTWARE MAY CONTAIN ERRORS, BUGS AND OTHER PROBLEMS WHICH COULD CAUSE SYSTEM CRASH OR FAILURE. THE COMPANY RESERVES THE RIGHT TO ALTER THE SOFTWARE AT ANY TIME, AND ANY RELIANCE ON THE SOFTWARE OR ITS QUALITY OR PERFORMANCE IS AT THE SOLE RISK OF THE USER. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS AND WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND THE SERVICES IS ASSUMED FULLY AND EXCLUSIVELY BY YOU. THE COMPANY AND ITS THIRD PARTY LICENSORS, IF ANY, HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, RELIABILITY OR AVAILABILITY, OF RESULTS, OF WORKMANLIKE EFFORT, OF FREEDOM FROM VIRUSES, INFECTIONS AND MALWARE, AND OF TITLE AND NON-INFRINGEMENT, ALL WITH RESPECT TO THE SOFTWARE AND SERVICES. IN PARTICULAR, THE COMPANY DOES NOT REPRESENT OR WARRANT TO YOU THAT YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, YOUR USE OF THE SERVICE WILL BE UNINTERUPTED, TIMELY, SECURE OR FREE FROM ERROR, THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE AND RELIABLE, AND THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY OR ANY OF ITS THIRD PARTY PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE OR RESPONSIBLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, DAMAGE OR EXPENSE OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, ATTORNEYS FEES, LOST SAVINGS, LOST REVENUE OR BUSINESS, FOR ANY INTERRUPTION OF SERVICE OR MALFUNCTION, ERROR OR LOSS OF USE OF THE SERVICES OR ANY CLAIM BY THE END USER OR ANY OTHER PARTY, HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY, WHETHER IN TORT OR CONTRACT, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT FOR THE SOFTWARE OR THE SERVICES, THE PERFORMANCE OF THE SOFTWARE OR THE SERVICES OR ANY COMPONENTS THEREOF, HOWEVER CAUSED, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM. BY USING THE GINGER SOFTWARE WEBSITE, YOU EXPRESSLY ASSUME ALL RISK THAT THE INFORMATION AND MATERIALS ON THE SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANYS AGGREGATE LIABILITY UNDER THE TERMS OF THIS EULA AND APPLICABLE LAW EXCEED THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, FOR THE SOFTWARE AND/OR THE SERVICES.. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THESE LIMITATIONS AND THE REMEDIES SET FORTH HEREIN AND THE SAME SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM FOR DAMAGES ARISING IN ANY WAY OUT OF THIS EULA. .
IF YOU ARE SUBJECT TO A JURISDICTION IN WHICH ANY OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY HEREIN IS NOT VALID, YOU AGREE TO BE BOUND BY THE SAME TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW OR REGULATIONS.
YOUR SOLE AND EXCLUSIVE RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE OR THE SERVICES IS TO TERMINATE THIS EULA UNDER THE PROVISIONS OF THE SECTION ENTITLED "TERMINATION" BELOW.
TERM AND TERMINATION
SOLELY FOR THE MONTHLY LICENSE: Unless earlier terminated as provided herein, this license shall be valid for 30 days from the date of payment of the license fee and shall automatically terminate at the conclusion of such period, unless additional license fee(s) are paid in accordance with the terms then made available by the Company, in which case the license shall continue for the period for which such license fee(s) were paid.
SOLELY FOR THE FREE LIMITED LICENSE: Unless earlier terminated as provided herein, this license shall be valid for the limited period specified by the Company upon your download of the Software starting from the date you downloaded the Software and shall automatically terminate at the end of such period, unless license fee(s) are paid within such period in accordance with the terms then made available by the Company, in which case the license shall continue for the period for which such license fee(s) were paid. You acknowledge and agree that the Company may frequently and significantly update, change, redesign and/or replace the user interface and/or the user experience at any time in its sole discretion, including frequently downloading and installing revisions and updates directly on your computer. You further acknowledge and agree that this free version is a limited version and as such your ability to use it is limited, including without limitation, you may not be able to use the Software in the same scope, capacity, functionality or otherwise in the manner that others who have paid for their license can use the Software ("Other Licenses"), some features which are available in Other Licenses may not be included in this license and you confirm that you have no claim with respect thereto. You further agree and consent to the Software promoting the Company and its products to you and otherwise, including but not limited to adding a Ginger Software banner and/or a link to Ginger Software's website to certain or all items that interface with the Software (e.g., email messages). This addition for the free limited license is in addition to all other provisions of this EULA.
SOLELY FOR THE BETA LIMITED LICENSE: The purpose of this limited beta license is the testing and evaluation of the beta version of the Software. In furtherance of this purpose, you shall provide the Company with reasonable suggestions, comments and feedback concerning the Software, including usability, identifying potential errors and improvements, functionality and performance of the Beta Software (the "Feedback") from time to time as reasonably requested by the. Feedback and other information which is provided by you to the Company in connection with the Software or this EULA shall be the property of the Company which shall be entitled to use (or not use) the Feedback as it deems fit in its sole discretion. You acknowledge and agree that this Software is still under development and is likely to contain defects, bugs and errors. Thus, you are advised to safeguard important data, use caution and not to rely in any way on the correct functioning or performance of the Software and to use reasonable caution. You further acknowledge and agree that the Company may terminate this license at any time at its sole discretion. The Company is under no obligation to provide technical support under the terms of this EULA, and provides no assurance that any specific errors or discrepancies in the Software will be corrected. The provisions above relating to the free limited license shall also apply to the beta limited license. This addition for the beta limited license is in addition to all other provisions of this EULA.
FOR ALL LICENSES: The terms and conditions of this EULA are effective until terminated. Without prejudice to any other rights the Company may have, including available legal remedies, this EULA will terminate immediately and automatically if you fail at any time to comply with the terms and conditions set forth herein. You may terminate this EULA at any time by removing the Software from your system and destroying all copies of the Software, including backups, on your hard drive(s) and other storage media. Upon termination of this EULA, the license granted herein will automatically terminate and you (i) will cease to have and enjoy any and all rights to use the Software or the Services, and (ii) will remove the Software from all hard drives and other storage media and destroy all copies of the Software in your possession or under your control. The provisions in the Sections of this EULA entitled "PROPRIETARY RIGHTS", "INDEMNIFICATION", "DISCLAIMER OF WARRANTIES", "LIMITATION OF LIABILITY" AND "GENERAL PROVISIONS" will survive any termination of this EULA.
IMPORT AND EXPORT RESTRICTIONS
You acknowledge that the Software may be subject to applicable U.S. and international import and export restrictions, including restrictions imposed by the U.S. Export Administration Regulations as well as end-user, end-use and destination restrictions issued by the U.S. government and the governments of other nations. You agree to comply with all applicable national and international laws that apply to the transport of the Software across national borders or to its use in any such jurisdiction.
The Company reserves the right to modify the terms of this EULA at any time and from time to time by providing such revised terms to you or by publishing the revised terms on the Ginger Software Website. The terms of any such revised EULA shall become effective within seven (7) days of such publishing or provision to you, unless you sooner expressly accept such revised EULA by clicking on the accept button. The express acceptance by you, or your continued use of the Software or the Services after expiration of the seven (7) days notice period shall constitute your acceptance to be bound by the terms and conditions of the revised EULA. You can find the latest version of the EULA at the Ginger Software Website.
The waiver of a breach of any term or condition of this EULA by the Company shall in no way be construed as a waiver of any other term or breach hereof or as a waiver of any future breach of the same term.
This EULA constitutes the entire agreement between you and Ginger Software relating to the Software and the Services and supersedes any and all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software, the Services or any other subject matter covered by this EULA.
If any provision of these Terms shall be held by a court or tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this EULA shall remain in full force and effect.
To the greatest extent under applicable law, (1) if you acquired the Software in the United States, the laws of the State of New York, United States of America, shall govern the interpretation and enforcement of this EULA without regard to principles of conflicts of laws, and all disputes arising out of this EULA shall be subject to the sole and exclusive jurisdiction of the federal or state courts within the State of New York, except that the Company shall have the right to bring an action for injunctive relief in any court of competent jurisdiction; (2) if you acquired the Software in Canada, unless prohibited by local law, the laws of the Province of Ontario, Canada, shall govern the interpretation and enforcement of this EULA without regard to principles of conflicts of laws, and all disputes arising out of this EULA shall be subject to the sole and exclusive jurisdiction of the federal or provincial courts sitting in Toronto, Ontario, Canada, except that the Company shall have the right to bring an action for injunctive relief in any court of competent jurisdiction; (3) if you acquired the Software in the European Union, Iceland, Norway or Switzerland, unless prohibited by local law, the laws of the Netherlands shall govern the interpretation and enforcement of this EULA without regard to principles of conflicts of laws, and all disputes arising out of this EULA shall be subject to the sole and exclusive jurisdiction of the courts of the Netherlands, except the Company shall have the right to bring an action for injunctive relief in any court of competent jurisdiction; and (4) if you acquired the Software in any other country, unless prohibited by local law, the laws of the State of New York, United States of America, shall govern the interpretation and enforcement of this EULA without regards to principles of conflicts of laws, and all disputes arising out of this EULA shall be subject to the sole and exclusive jurisdiction of the federal and state courts within the State of New York, except the Company shall have the right to bring an action for injunctive relief in any court of competent jurisdiction. If applicable law prohibits any of the foregoing provisions regarding choice of law or jurisdiction, then the applicable law regarding such matters shall govern the interpretation and enforcement of this EULA and/or jurisdiction for dispute resolution.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE "I UNDERSTAND AND AGREE" BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY AND IRREVOCABLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS EULA.
Last revised: March, 2011.