SDI Product License Agreement

By registering for, ordering, installing or using an SDI Product, by whatever means, you agree to be bound by the terms and conditions of the following Licensing Agreement, which forms the whole and sole basis of any agreement between SDI and you, the customer, for the sale and use of any SDI Product.

1. You acknowledge that no property whatsoever in the program shall pass, accrue to, or vest to you. You shall not dispose of, and, in particular, shall not sell, let, or assign the program or any interest therein or any of its rights herein.
   
   
2. SDI makes no warranty as to the benefit or use to be derived from any SDI Product.
   
   
3. Data processing standards dictate that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using this program. ANY LIABILITY OF THE SELLER WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF PURCHASE PRICE.
   
   
4. One registered copy of an SDI Product may be installed and/or used on just one workstation. If you wish to transfer an SDI program from one workstation to another, this requires SDI's agreement so you must contact SDI and reach agreement before the transfer takes place.
   
   
5. You may access the registered version of an SDI Product through a network, provided that you have obtained individual licenses for the software covering all workstations that will access the software through the network. For instance, if 800 different workstations will access an SDI Product on the network, each workstation must have its own license.
   
   
6. The terms and conditions of product support are governed by the Maintenance and Technical Support Agreements.
   
   
7. In accordance with SDI's Prices, you agree that the price is the NET amount due and receivable by SDI. In the event that your country of residence requires you to withhold any remittance or other forms of tax, then the total charge must be "grossed-up" before remittance, such that the net amount received by SDI is in accordance with the published Price list. Payment of all fees due under this Agreement shall be effected by the due date, failing which a late settlement fee of 1½% per month will be levied.
   
   
8. In the event that your internal corporate procedures require you to issue a Purchase Order, SDI will quote such on SDI's invoices, solely for the explicit purpose of assisting with your internal accounting requirements. This will not, in any manner whatsoever indicate any acceptance of any term or condition which may be contained therein. SDI's published terms and conditions form the sole basis on which SDI undertakes to license an SDI Product to you, the customer.
   
   
9. From your point of order, SDI grants you an interim, temporary, right to utilize the program. This right may be revoked by SDI with 7 days' notice prior to receipt of payment. After payment is received you may use the program for as long as you have a current agreement for Maintenance and Support.
   
   
10. This agreement constitutes the entire agreement between the parties, and replaces all prior agreements for the use of SDI products.
    
    
11. SDI USA, Inc. is a California registered and resident corporation. This agreement is governed by the laws of California, and subject to the jurisdiction of California. However, in the event that any legal action becomes necessary for the enforcement of this agreement SDI may choose any other jurisdiction in the case of a non-US resident customer.