Migration License Agreement

MIGRATION LICENSE AGREEMENT

This License Agreement (the “Agreement”) accompanies this Tranxition Corporation (“Tranxition”) software product the (“Software”). The term Software also includes updates of the Software, if any, licensed to you by Tranxition.

PLEASE READ THIS AGREEMENT CAREFULLY. At the end, you will be asked to accept this Agreement and continue to install the Software. If you do not wish to accept this Agreement you will not be able to use the Software and you should immediately return the Software for a full refund. BY ACCEPTING THE ELECTRONIC LICENSE ACCEPTANCE QUERY BELOW, OR BY INSTALLING, USING, ACCESSING OR MANIPULATING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. ADDITIONALLY, IF YOU ARE USING THIS SOFTWARE FOR THE BENEFIT OF ANOTHER FIRM, ORGANIZATION ENTITY OR PERSON, YOU CONFIRM HEREWITH THAT THE ENTITY AGREES TO BE BOUND TO THIS AGREEMENT BY ALLOWING IT TO BE INSTALLED AND OPERATED IN THEIR FACILITY OR ON THEIR DEVICE IN THEIR CUSTODY AND CONTROL.

1. LICENSE. Subject to the terms of this Agreement, Tranxition grants you a nonexclusive and nontransferable license, without rights of sublicense, to:

  • a. Use the Software to extract a set of data, files and persistent settings (“Profile”) from one computer and restore this Profile into one target computer.  One license is required for each Migration
  • b. This license is restricted to fully-paid customers.

2. SUPPORT. Support for this product is provided exclusively by the reseller or IT Services firm from which you purchased this Software.   Support is available according to the terms supplied to you with the product.  The term for support shall expire five (5) days after the successful completion of an injection process on a licensed computer.

3. RESTRICTIONS. You agree not to modify, adapt, alter, translate, or create derivative works from the Software. You may not sublicense, lease, rent, loan, share or otherwise transfer the Software or any associated license rights to any third party. You agree to not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software, or otherwise use or copy the Software except as expressly allowed under this Agreement. Furthermore, you agree not to evaluate or use the Software for purposes of creating any product that is competitive with the Software. You agree to use your best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. You will not use the Software in a computing environment that may involve risks of death, personal injury, severe property damage or environmental damage, or in life support applications, devices or systems.

4. COMPLIANCE AND DATA MANAGEMENT. Use of this Software is authorized by connecting to a cloud service operated by Tranxition. This cloud service may collect the following data from the personal computer upon which it is operated: device serial number, IP Address, MAC address, name, company, email, and telephone numbers or other similar information. This information is used by Tranxition and reseller to enforce license compliance, provide services and support, and to enable extension of licenses and other similar services. Beyond the aforementioned, Tranxition does not share your information with any other entity.  Tranxition uses commercially-accepted methods to protect the security of this information.

5. OWNERSHIP. The Software is licensed, not sold, to you for use only under the terms of this Agreement. The Software and all worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights therein, are the exclusive property of Tranxition. Tranxition reserves all rights not expressly granted to you. You agree not to remove, alter or obscure any proprietary notices (including copyright notices) of Tranxition or its suppliers on the Software, if any.

6. TERM. This Agreement will continue for the License Period, herein defined as beginning at the time of registration and ending five calendar days after the completion of a successful injection, or ninety days after registration, whichever date is sooner. The license term is automatically extended during the time of an open support ticket at reseller.  Once the support ticket is closed, the license terminates five days after that ticket is closed. Tranxition may terminate this Agreement if you fail to comply with any term of this Agreement. In the event of breach, you agree to destroy all copies of the Software and to immediately pay all amounts due and payable. You may terminate this Agreement by destroying all copies of the Software. In addition to paying any amounts due and payable as of the date of termination. The provisions of Sections 6, 8, 9, and 10 shall survive termination of this Agreement.

7. LIMITED WARRANTY; DISCLAIMER. Tranxition warrants that the Software, when properly installed and used for a period of ninety (90) days from the date the Software is delivered to you (the “Warranty Period”).  If you purchased the Software from a reseller, the Reseller should be contacted with respect to claims of defective delivery hardware.

If you provide Tranxition with written notice of a claim to Reseller under the  during the Warranty Period, Tranxition will, in its sole discretion and as its sole obligation and your exclusive remedy for any breach of these warranties, replace your copy of the Software with a corrected or conforming copy, or Reseller may in its sole descretion refund to you all costs paid under this Agreement, and this Agreement and your right to use the Software will be terminated. THE EXPRESS WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES IN ANY TERRITORY OR JURISDICTION, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimer of certain implied warranties; in such jurisdictions, the duration and scope of any such warranties shall be the minimum permissible under applicable law. IN NO EVENT WILL TRANXITION BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA, LOST PROFITS OR INTERRUPTION OF BUSINESS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF TRANXITION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT WILL TRANXITION’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO TRANXITION HEREUNDER. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential, special or incidental damages, all or a portion of the above limitation may not apply to you; in such jurisdictions, however, Tranxition’s liability under this Agreement shall be limited to the maximum extent permitted by applicable law.

8. GOVERNMENT RESTRICTED RIGHTS. If this product is acquired under the terms of a GSA contract, use, reproduction or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract. If this product is acquired under the terms of a DoD contract, use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of 252.227-7013. If this product is acquired under the terms of a Civilian agency contract, use, reproduction, or disclosure is subject to 52.227-19 (a) through (d) and restrictions set forth in the accompanying end user agreement. Unpublished rights are reserved under the copyright laws of the United States. The manufacturer of the Licensed Software is Tranxition Corporation, 42132, Portland, OR 97242

9. EXPORT CONTROL. The Software and Documentation are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required.

10. TAXES. Should any sales, use, excise or similar tax, charge, fee or assessment be payable as a result of licensing the Software, you agree to self-assess and pay all such amounts to the proper authorities, in addition to all amounts owing to Tranxition.

11. GENERAL. This Agreement shall be governed by the laws of the State of Oregon, U.S.A., without giving effect to conflict of laws principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Except for the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order or other provisional remedy to preserve the status quo or prevent irreparable harm pending arbitration, any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in Multnomah County, Oregon, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction hereof. Arbitration shall be conducted by a single arbitrator selected pursuant to the AAA Rules, and shall have a background in computer law. The arbitrator shall have the authority to grant injunctive relief in a form substantially similar to that otherwise granted by a court of law. The Federal and State Courts located in Multnomah County, Oregon, shall have sole jurisdiction over any disputes arising under this Agreement, and you consent to proper venue in such courts. Notwithstanding the above, in the event of your breach of this Agreement, Tranxition may seek injunctive relief and such other and further relief as any court of competent jurisdiction may deem just and proper. If any provision of this Agreement is held to be unenforceable, the remaining provisions will continue in full force and effect. The failure to enforce any term of this Agreement on one occasion shall not prevent enforcement on any other occasion or the enforcement of any other term. You may not assign this Agreement in whole or in part without Tranxition’s prior written approval, and any assignment without such approval shall be void and of no effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement represents the entire agreement between Tranxition and you relating to its subject matter, and supersedes and cancels all prior or contemporaneous agreements, understandings and communications, whether written or oral, other than written license agreements for the Software that are executed by you and Tranxition in writing.

Copyright (c) 1999-2019 Tranxition Corp. All Rights Reserved. Protected by copyright and licenses restricting use, copying, distribution and decompilation. Tranxition and Migration Manager are trademarks of Tranxition in the United States and other countries.