GOLDRATT MARKETING, S.A. DE C.V. (GOLDRATT MARKETING) END USER LICENSE AGREEMENT GOLDRATT MARKETING PRODUCTS AND SERVICES REDISTRIBUTION NOT PERMITTED License for Goldratt Marketing Media Reader and Goldratt Marketing DRM Services IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement ("License Agreement" or "Agreement") is a legal agreement between you (either an individual or an entity) and Goldratt Marketing and its suppliers and licensors for the following products ("Product"): the Goldratt Marketing Media Reader called TOC Reader and its DRM (Digital Rights Management) components, which may include components provided by suppliers and licensors to Goldratt Marketing ("Software") and/or Goldratt Marketing DRM Services, which may include components and content provided by suppliers and licensors to Goldratt Marketing ("Services"). The Software may include Alpha, Beta, trial, pre-release, free, pay and premium versions. The Services may include product upgrades, support and access to content as described. You may only receive the Services if you are a Services subscriber of Goldratt Marketing DRM Services, or you are in a trial period of the Services. By clicking on the "Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. PERSONAL INFORMATION YOU PROVIDE TO GOLDRATT MARKETING IS GOVERNED BY THE GOLDRATT MARKETING PRIVACY POLICY AT http://www.GoldrattMarketing.com/privacy YOU AGREE THAT YOUR USE OF THE SOFTWARE AND/OR SERVICES ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. ANY THIRD PARTY SOFTWARE, INCLUDING ANY THIRD PARTY'S CODECS, THAT MAY BE PROVIDED WITH THE SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSE AGREEMENT, IF AN ELECTRONIC COPY OF SUCH LICENSE AGREEMENT IS INSTALLED IN THE APPROPRIATE GOLDRATT MARKETING PRODUCT FOLDER ON YOUR COMPUTER UPON INSTALLATION OF THE SOFTWARE. GOLDRATT MARKETING IS NOT RESPONSIBLE FOR ANY THIRD PARTY'S SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE. 1. GRANT OF LICENSE. Goldratt Marketing hereby grants to you a non-exclusive, non-transferable end-user license to use the Software and any related documentation ("Documentation") subject to the following terms: a) You may: (i) use the Software on any single computer; (ii) use the Software on a server or virtual machine provided you have the corresponding Service subscription for such usage; and (iii) copy the Software for backup and archival purposes, provided any copy must contain all of the original Software's proprietary notices. b) The Software may include certain codecs, including but not limited to the ActiveX Control, Dynamic Link Library, and Filters. You can choose to install these codecs or not. c) Goldratt Marketing may modify this License Agreement with respect to free versions of the Software via the communications features described below. 2. LICENSE RESTRICTIONS. a) You may not: (i) permit other individuals to use the Software except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except for backup or archival purposes); (iv) rent, lease, transfer, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Software or Documentation. Any such forbidden use shall immediately terminate your license to the Software. The accessing, opening and download features of the Software are intended only for use with properly licensed content. b) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. c) You may only use the Software for your private, non-commercial use. You may not use the Software in any way to provide, or as part of, any commercial service or application. Content files, including, but not limited to PDF and HTML documents, which are downloaded to be used with the Software, and which are protected by the copyright laws or related laws of any jurisdiction, are for your own personal use only and may not be distributed to third parties. d) You may not use the Software in an attempt to or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. 3. COPIES OF SOFTWARE AND ENHANCEMENTS. If you receive the first copy of the Software electronically and a second copy on physical media (e.g., CD, diskette, etc.), the second copy may be used for archival purposes only and may not be transferred to or used by any other person. This license does not grant you any right to any enhancement or update. 4. ALPHA RELEASE VERSIONS. In the event that the Product is an alpha release version, the terms of this Section shall apply. The Product you are receiving may contain more or less features than the commercial release of the Goldratt Marketing Product that Goldratt Marketing intends to distribute. While Goldratt Marketing intends to distribute a commercial release of the Product, Goldratt Marketing reserves the right at any time not to release a commercial release of the Product or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the alpha release versions are not suitable for production use and may contain errors affecting their proper operation. 5. BETA RELEASE OR PRE-RELEASE VERSIONS. In the event that the Product is a beta release or pre-release version, the terms of this Section shall apply. The Product you are receiving may contain more or less features than the commercial release of the Goldratt Marketing Product that Goldratt Marketing intends to distribute. While Goldratt Marketing intends to distribute a commercial release of the Product, Goldratt Marketing reserves the right at any time not to release a commercial release of the Product or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release or pre-release versions are not suitable for production use and may contain errors affecting their proper operation. 6. AUTOMATIC COMMUNICATIONS FEATURES. a) The Software consists of interactive Internet applications that perform a variety of communications over the Internet as part of their normal operation. A number of communications features are automatic and are enabled by default. By installing and/or using the Software, you consent to the Software's communications features. Once you log into the Software, user information including your user id will be sent in communication with Goldratt Marketing's servers. This information is used to access your regular account, premium content, non-premium content, services, features, other personalized services, and to obtain content passes as described below. Goldratt Marketing may match the user id to personally identifiable information in order to provide you with products, services, and software that you're entitled to and to provide you with relevant information. You are responsible for any telecommunications or other connectivity charges incurred through use of the Software. b) Cookies: The Software also allows the use of cookies, similar to an Internet browser. This allows any website to set cookies for you when you view any of the website's content through the Software, unless you have disabled cookies. If you have disabled cookies, you may be asked to login each time you access premium software features and services and some Goldratt Marketing services may not function properly. To learn more, visit the Goldratt Marketing Privacy Policy link on our website at http://www.GoldrattMarketing.com/privacy. 7. DIGITAL RIGHTS MANAGEMENT SYSTEMS ("DRM"). a) The Software may include a DRM service called the Goldratt Marketing Media DRM Service ("Goldratt Marketing Media DRM Service"). DRM are designed to manage and enforce intellectual property rights in digital content purchased over the Internet. You may not take any action to circumvent or defeat the security or content usage rules provided or enforced by either the DRM or the Software. DRM may be able to revoke your ability to use applicable content. You agree to indemnify and hold harmless Goldratt Marketing for any claim relating to your use of Goldratt Marketing Media DRM Service. b) Content providers are using the digital rights management technology contained in this Software to protect the integrity of their secure content so that their intellectual property, including copyright, in such content is not misappropriated. Goldratt Marketing or its suppliers or licensors may, from time to time, require to provide security related updates to the Product that may affect your ability to copy, display and/or utilize the Software. You therefore agree that, if you elect to download a license from the Internet which enables your use of secure content, Goldratt Marketing or its suppliers may, in conjunction with such license, also download onto your computer such security updates for Product that Goldratt Marketing or its agents distribute. c) Goldratt Marketing Media Reader allows you to receive and open content that has been digitally secured by Goldratt Marketing and/or its suppliers or licensors. Goldratt Marketing Media Reader interacts with your computer in the following ways: 1. Hardware information: In order to individualize your Goldratt Marketing Media Reader, Goldratt Marketing Media Reader must send certain anonymous information about the hardware on your computer to the Goldratt Marketing server. Hardware information will also be sent for content passes, as described below. 2. Content passes: When obtaining passes for opening content (such as PDF or HTML files) in Goldratt Marketing Media Reader, information about your specific Goldratt Marketing Media Reader installation, hardware will be sent for inclusion in the pass. This information will be scrambled a different way each time it is sent, usable only for inclusion in your pass. 3. Personal information: Goldratt Marketing use of any personal information is governed by the Goldratt Marketing privacy policy (http://www.GoldrattMarketing.com/privacy). Goldratt Marketing does not share with third parties any personal information you provide in connection with our products without first obtaining your informed consent. 4. Financial information: Goldratt Marketing Media DRM Service does not interact with the process of secure financial transactions, e.g. credit card transactions. These transactions are handled by the website providing the content and are governed by that party's privacy policy. 5. Usage information: Goldratt Marketing may keep statistics on the aggregated anonymous use of Goldratt Marketing Media DRM Service. 6. TITLE. Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in Goldratt Marketing and/or its suppliers. The Software and the Services are protected by the copyright laws of international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Software and the Services ("Content") including the content contained in the Software media demonstration files, shall be retained by the applicable Content owner and may be protected by applicable copyright or other law. This license gives you no rights to such Content. 7. WARRANTIES AND LIABILITIES. (a) For the Pay and Premium versions of Goldratt Marketing Products, the following terms apply: LIMITED WARRANTY. Goldratt Marketing warrants that for a period of ninety (90) days from the date of acquisition the Software, if operated as directed, will substantially achieve the functionality as described. Goldratt Marketing does not warrant however that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. (i) No Other Warranties. NO OTHER WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW GOLDRATT MARKETING AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident abuse or improper use; or if you violate the terms of this License Agreement, this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or Software other than the unmodified version of hardware and Software with which the Software was designed to be used as described. (ii) Customer Remedies. Goldratt Marketing's sole liability for a breach of this warranty shall be in Goldratt Marketing's sole discretion: (i) to replace the Software or (ii) to advise you how to achieve substantially the same functionality with the Software as described through a procedure different from that set forth; or (iii) if the above remedies are impracticable, to refund the license fee, if any, you paid for the Software. Repaired, corrected or replaced Software shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software or if longer for thirty (30) days after the date Goldratt Marketing either shipped to you the repaired or replaced Software or advised you as to how to operate the Software so as to achieve the functionality described in the Documentation, whichever is applicable. Only if you inform Goldratt Marketing of the problem with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will Goldratt Marketing be obligated to honor this warranty. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL GOLDRATT MARKETING OR ITS SUPPLIERS OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF GOLDRATT MARKETING SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER, IN NO EVENT SHALL GOLDRATT MARKETING'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO GOLDRATT MARKETING FOR THE SOFTWARE AND DOCUMENTATION. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. (b) For the Free, Trial, Pre-Release, Alpha, and Beta versions of Goldratt Marketing Products, the Services and the Content, the following terms apply: DISCLAIMER OF WARRANTY & LIMIT OF LIABILITY. THE SOFTWARE, DOCUMENTATION, SERVICES AND CONTENT ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOLDRATT MARKETING FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, DOCUMENTATION, SERVICES AND CONTENT REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOLDRATT MARKETING BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, THE SERVICES OR THE CONTENT, EVEN IF GOLDRATT MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GOLDRATT MARKETING'S TOTAL LIABILITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED TWENTY-FIVE DOLLARS ($25.00). GOLDRATT MARKETING DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY CONTENT PROVIDED BY OR THROUGH GOLDRATT MARKETING. 8. INDEMNIFICATION. You agree to hold harmless, indemnify and defend Goldratt Marketing, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have (i) viewed, downloaded, encoded, compressed, copied or transmitted any materials or content (other than content provided by Goldratt Marketing) in connection with the Software in violation of another party's rights or in violation of any law, or (ii) violated any terms of this License Agreement. 9. TERMINATION. This License Agreement will automatically terminate if you fail to comply with any term hereof. No notice shall be required from Goldratt Marketing to effect such termination. You may also terminate this License Agreement at any time by notifying Goldratt Marketing in writing of termination. Upon any termination of this License Agreement, you shall immediately discontinue use of the Software and shall within three (3) days return to Goldratt Marketing, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by Goldratt Marketing. Your obligation to pay accrued charges and fees shall survive any termination of this License Agreement. 10. NO ASSIGNMENT. This Agreement is personal to you, and may not be assigned without Goldratt Marketing's express written consent. In the event that you are an entity that merges with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If Goldratt Marketing does not consent the assignment of this Agreement to the new or acquiring entity in such merger or acquisition, Goldratt Marketing may terminate this Agreement on thirty (30) days' written notice. Both parties shall perform under this Agreement until such termination is effective. 11. TECHNICAL SUPPORT. Goldratt Marketing has no obligation to furnish you with technical support unless separately agreed in writing between you and Goldratt Marketing. Technical support, as made available by Goldratt Marketing, is described at Goldratt Marketing's technical support website: http://www.GoldrattMarketing.com/support Copyright (c) 2013 Goldratt Marketing S.A. de C.V. and/or its suppliers and licensors. All rights reserved.
