Version 2.1, December 2011
These license terms are an agreement ("Agreement")
between MDBG ("MDBG") (or based on where you live, one of
its affiliates) and you. Please read them. They apply to the
software that accompanies these license terms, which
includes the media on which you received it, if any. The
terms of this Agreement also apply to any MDBG updates,
supplements, Internet-based services, and support services
for the MDBG Chinese Reader software, whether provided by
MDBG or any of its affiliates, unless other terms accompany
those items. If so, those terms apply. IF YOU DO NOT ACCEPT
THE LICENSE TERMS, DO NOT USE THE SOFTWARE. INSTEAD, RETURN
THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR A REFUND OR
CREDIT WITHIN THIRTY DAYS OF PURCHASE. If you cannot obtain
a refund there, contact MDBG or the MDBG affiliate serving
your country for information about MDBG's refund policies.
USING THE SOFTWARE ALSO OPERATES AS YOUR CONSENT TO THE
TRANSMISSION TO MDBG AND/OR ITS AFFILIATES OF CERTAIN
INFORMATION DURING ACTIVATION, VALIDATION AND FOR
INTERNET-BASED SERVICES. IF YOU COMPLY WITH THESE LICENSE
TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSE YOU
1. OVERVIEW. These license terms permit installation and use of one copy of the software on one device (the "Device"), along with other rights, all as described below.
2. INSTALLATION AND USE RIGHTS.
a. Licensed Device. You may install and use one copy of the software on the licensed Device. A hardware partition or blade is considered to be a separate Device.
b. Separation of Components. The software and all included components are licensed as a single unit, and you may not separate the components and install them on different devices.
c. Licensed User. Except as set forth below with respect to the Home Rights Edition, the software is licensed for use by one single user (the "User").
d. Home Use Rights Edition. If you purchased a Home Use Rights edition of the software, you may install and use the software on multiple Devices, provided that all such Devices are located within the same residence (the "Residence"). Your Home Use Rights edition may be used by multiple users, provided that all such users reside at the Residence ("Home Use Users"). Usage is restricted to no more than 5 devices or 3 users.
e. Academic Edition. If you purchased an Academic Edition of the software, you may install and use the software on multiple devices within your academic institution, solely for use by the User and not by other individuals.
3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
a. Remote Access. The User of the licensed Device may access and use the software installed on the licensed Device remotely from any other device. You may allow other users to access the software only for the purpose of providing you with support services. You do not need additional licenses for such access. Except as set forth above with respect to the Home Use Rights edition, no other person may use the software under the same license for any other purpose.
b. Multiplexing. Hardware or software you use to pool connections, or reduce the number of devices or users that directly access or use the software (sometimes referred to as "multiplexing" or "pooling"), does not reduce the number of licenses you need.
c. Trial and Conversion. Some or all of the software may be licensed on a trial basis. Your rights to use trial software are limited to the trial period. The trial software and length of the trial period are set forth during the activation process. You may have the option to convert ("Convert") your trial rights to subscription or perpetual rights ("Conversion"). Conversion options will be presented to you at the expiration of your trial period. After the expiration of any trial period without Conversion, certain features of the trial software may be disabled or performance degraded, and the software may not be fully functional.
d. Subscription Software. If you licensed the software on a subscription basis, your rights to use the software are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the software until the end of your extended subscription period. See the software activation screens or other accompanying materials for subscription details. After the expiration of your subscription, most features of the software will stop running. At that time you can continue to open, view and print any documents you created with the software.
e. Communications. You consent to receiving communications from MDBG and Loqu8 electronically. We will communicate with you by e-mail or by posting notices on mdbg.loqu8.com website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that those communications be in writing.
4. MANDATORY ACTIVATION. Activation associates the use of the software with a specific Device. During activation, the software will send information about the software and the Device to MDBG. This information includes the user account information, domain, version, the license version, language and the product ID of the software, Internet protocol address of the Device and information derived from the hardware configuration of the Device. BY ACTIVATING OR USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. Your rights to use the software will be limited until the software is activated. This is to prevent its unlicensed use. THE SOFTWARE MAY PERIODICALLY REMIND YOU TO ACTIVATE UNTIL YOU DO. After initial activation, some changes to your computer components or the software may require you to reactivate the software.
a. Upon activation or Conversion, or from time-to-time afterward, the software may
require download of the validation feature of the software ("Validation"). The Validation process verifies that the software has been activated and is properly licensed. Validation may also permit you to use certain features of the software or to obtain additional benefits.
b. During Validation, the software will send information about the software to MDBG. This information includes the user account information, domain, IP address, CPU and operating system, version of the software and the product key. MDBG does not use the information to identify or contact you. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.
c. If the software is not properly licensed, the functionality of the software may be affected. In addition, you may need to reactivate the software, or receive reminders to obtain a properly licensed copy of the software, or you not be able to obtain certain updates, upgrades or services from MDBG.
d. You may only obtain updates or upgrades for the software from MDBG or authorized sources.
6. INTERNET-BASED SERVICES. From time to time, MDBG may provide Internet-based services ("Internet Services") for use with the software, such as additional databases. These Internet Services may be subject to additional charges or fees. Except as otherwise noted in materials accompanying a service, MDBG may change or cancel them at any time, for any reason in MDBG's sole discretion.
a. Consent for Internet-Based
Services. The Internet Services may require that the Device
connect to MDBG or service provider computer systems over the
internet. In some cases, you will not receive a separate
notice when they connect. BY USING THESE INTERNET SERVICES,
YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION. MDBG does
not use the information to identify or contact you.
Computer Information. The Internet Services use Internet protocols, which send to the appropriate systems computer information, such as your IP address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. MDBG uses this information to make the Internet-based services available to you.
b. Misuse of Internet-based Services. You may not use the Internet Services in any way that could harm them or impair anyone else's use of them. You may not use the Internet Services to try to gain unauthorized access to any service, data, account or network by any means.
7. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Subject to the terms of this Agreement, MDBG hereby grants the User or the Home Use Users, as applicable, a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use the software and any associated documentation, only for such user's personal, non-commercial use. In using the software, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not: work around any technical limitations in the software; reverse engineer (except and only to the extent that applicable law expressly permits, despite this limitation), decompile, disassemble, attempt to discover the source code or structure, sequence and organization of, or remove any proprietary notices from the software; publish the software for others to copy; use the software in any way that is against the law; copy, distribute, rent, lease, timeshare, operate a service bureau with or lend the software; or use the software for commercial purposes or for the benefit of a third party, such as software hosting services. As between you and MDBG, all title, ownership rights, and intellectual property rights in and to the software, and any copies or portions thereof, shall remain in MDBG and its suppliers or licensors. The software is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give you any rights not expressly granted herein.
8. BACKUP COPY. You may make one backup copy of the media. You may use it only to reinstall the software.
9. DOCUMENTATION. You may copy and use the documentation solely for your internal, reference purposes.
10. NOT FOR RESALE SOFTWARE. You may not sell software marked as "NFR" or "Not for Resale."
11. ACADEMIC EDITION SOFTWARE. You must be a "Qualified Educational User" to use software marked as "Academic Edition" or "AE." If you do not know whether you are a Qualified Educational User, contact MDBG or the MDBG affiliate serving your country.
12. HOME USE RIGHTS SOFTWARE. You must be a "Home Use Rights User" to use software marked as "Home Use Rights Edition."
13. UPGRADE OR CONVERSION. To upgrade or Convert software, you must first be licensed for the software that is eligible for the upgrade or Conversion. Upon upgrade or Conversion, this Agreement takes the place of the agreement for the software you upgraded or Converted from. After you upgrade or Convert, you may no longer use the earlier version of the software you upgraded or Converted from.
14. TERMINATION. You may terminate this Agreement and the license granted herein at any time by destroying or removing from all computers, networks, and storage media all copies of the software. MDBG may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement. Upon receiving notice of termination from MDBG, you will destroy or remove from all computers, networks, and storage media all copies of the software.
15. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the software in violation of any such restrictions, laws or regulations. By downloading or using the software, You are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.
16. SUPPORT SERVICES. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, "Support"). Any such Support for the software that may be made available by MDBG shall become part of the software and subject to this Agreement.
17. ENTIRE AGREEMENT. This agreement (including the warranty below), any addendum or amendment included with the software, and the terms for supplements, updates, Internet Services and support services that you use, are the entire agreement for the software and support services. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
18. DISPUTE RESOLUTION.
a. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the state of California, without regard to its conflict of laws principles and without regard to the United Nations Convention on the International Sale of Goods.
b. Arbitration. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the software industry. The arbitrator(s) shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). For all purposes of this Section 19, the parties consent to exclusive jurisdiction and venue in the United States federal Courts located in the Northern District of California.
19. LIMITATION ON AND EXCLUSION OF DAMAGES. EXCEPT FOR BODILY INJURY, (I) YOU MAY RECOVER FROM MDBG AND/OR ITS AFFILIATES ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE AND (II) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL MDBG AND/OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.