2 - C3 Tools

C3 EXCELLENCE (C3E) SOFTWARE LICENSE AGREEMENT BY ORDERING OR DOWNLOADING C3 EXCELLENCE TOOLS, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT PROCEED. The person ordering the Tool(s) is defined as the "CUSTOMER”, THE LICENSEE, and is the PARTY LICENSED FOR USE. C3 Excellence, Inc. ("C3E") grants to CUSTOMER a nonexclusive and nontransferable license to use the ordered C3 Tools. IF CUSTOMER IS A SINGLE INDIVIDUAL, A Single User License Grant BY C3 Excellence, Inc. ("C3E") grants to Customer a SINGLE USER LICENSE to use the ordered C3 Tools. solely on a single central processing unit (computer) owned or leased by Customer. IF CUSTOMER IS OBTAINING A LICENSE ON BEHALF OF MULTIPLE USERS, A Multiple-Users License Grant by C3E grants to Customer a license to use the C3 Tools in object code form: (i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee ("Permitted Number of Computers"); or (ii) provided the C3 Tools is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or (b) use of the C3 Tools over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers. Customer may make one (1) archival copy of the C3 Tools, provided Customer affixes to such copy all copyright, confidentiality, and proprietary notices that appear on the original. Customer grants to C3E or its independent accountants the right to examine its books, records and accounts during Customer's normal business hours to verify compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to C3E the appropriate licensee fee for the additional computers or users. At C3E's option, C3E may terminate this license for failure to pay the required license fee. EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE. Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of C3E. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of C3E. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to C3 Tools and documentation shall remain solely with C3E. LIMITED WARRANTY. C3E warrants that for a period of ninety (90) days from the date of shipment from C3E: (i) the media on which the C3 Tools are furnished will be free of defects in materials and workmanship under normal use; and (ii) the C3 Tools substantially conform to its published specifications. Except for the foregoing, the C3 Tools are provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy and the entire liability of C3E and its suppliers under this limited warranty will be, at C3E or its service center's option, repair, replacement, exchange or refund.