The EULA is a legal
agreement between You and VBC which sets forth the terms and conditions of
Your use of the Software Product under the license being granted to You by
VBC. You understand and agree that by clicking the “I agree” button—or by
otherwise installing, copying, using or accessing the Software Product—you
will be bound by these terms and conditions.
If You do not agree to
the terms of this EULA, do not further copy, access or use the Software
Product other than what is necessary to uninstall/remove it from Your
The Software Product is
protected by intellectual property laws and treaties. The Software Product
is not freeware. Further, it is licensed to You for Your use subject to
this EULA, not sold. Notwithstanding any license granted here, VBC retains
all right and title to the Software Product and all associate intellectual
1. GRANT OF
This Section of the EULA
describes the limited rights VBC is granting to You to install, copy and use
the Software Product. The license rights described in this Section are
granted subject to all other terms and conditions of this EULA.
License to Install and Use the Software Product for Evaluation Purposes
grants You a revocable, limited, non-transferable, non-exclusive license
(the “Trial License”) to install and use one instance of the Software
Product on a single computer, device, workstation, terminal, or other
digital electronic or analog device ("Device") for the purpose of evaluating
the functionality of the Software Product.
The Trial License is
effective for a period of fourteen (14) days from the time you initially
activate the Software Product. During that period, the Software Product may
be used to convert Visual Basic source code files of up to 2,000 lines in
length. If the Software Product fails to enforce these limitations, this
should not be construed to have in any way extended or modified the terms of
the Trial License or to serve as a waiver by VBC of any of its rights in and
to the Software Product.
The Trial License for the
Software Product may not be shared, sold, assigned, transferred, relicensed
or sub-licensed. If you have accessed the Trial licensed version on behalf
of your employer or otherwise as an agent or contractor on behalf of another
individual or entity, You represent and warrant that You have the authority
to bind that employer or other individual or entity to these terms and
conditions and Your agreement to these terms and conditions will be treated
as the agreement of that employer or other individual or entity.
Your continued right to
use the Software Program during the two-week term of the Trial License is
expressly conditioned upon your adherence to the terms and conditions of
this license and the limitations thereto. Any activity which exceeds the
scope of the Trial License will result in revocation of the Trial License
and may subject You to civil liability.
License to Install and Use the Software Product
In order to receive a
license to copy and make use of the Software Product in excess of the terms
of the Trial License, you must purchase or otherwise legally obtain a
registration key (an “Authorized Registration Key”) from VBC (through the
Software Product or VBC’s web site) or from a third-party order-processing
company authorized by VBC to issue such keys. Once the Authorized
Registration Key has been inputted, the Software Products will be fully
In exchange for your
purchasing or otherwise legally obtaining an Authorized Registration Key as
above, VBC grants You a revocable, limited, non-transferable, non-exclusive
license (the “Full License”) to install and use one instance of the Software
Product on a single computer, device, workstation, terminal, or other
digital electronic or analog device ("Device") for the purpose of employing
the Software Product on an ongoing basis.
This Full License is
effective from the time you purchase or otherwise legally obtain an
Authorized Registration Key as above, except when revoked for violations of
the terms and conditions of the license as per below.
The full License for the
Software Product may not be shared, sold, assigned, transferred, re-licensed
or sub-licensed. If you have acquired the Software Product and entered into
this EULA as an employee, contractor or other agent of a third party, You
represent and warrant that you did so within the scope of your duties as an
employee or within the scope of your apparent authority as agent for either
your employer or your principal, as the case may be. You further represent
and warrant that You have the authority to bind Your employer or principal
to these terms and conditions and Your agreement will be deemed as the
agreement of that employer or principal.
Should You wish to use
the Software Product under the Full License on a different Device than the
one on which it was originally installed, you must first uninstall and
delete the Software Product from the first Device before installing it on a
different Device and re-enter your Authorized Registration Key into the
Software Product when first run on the new Device. Within a company, a
license can be transferred from one user to another user, or from one Device
to another Device, as above. However, licenses cannot be transferred
from one entity to another entity. This includes those situations involving
mergers and acquisitions or dissolution or bankruptcy of the original
company that purchased the license which is transferred to an existing
company by operation of law or otherwise. For the purposes of this
paragraph, the term “company” includes, but is not limited to, corporations,
limited liability companies, limited liability partnerships or general or
limited partnerships or joint ventures or affiliates of whatever kind or
Your continued right to
use the Software Program during the term of the Full License is expressly
conditioned upon your adherence to the terms and conditions of this license
and the limitations thereto. Any activity which exceeds the scope of the
Full License will result in revocation of the Full License and may subject
You to civil liability.
c. Revocation of License
Your Trial License or
Full License to install, make a back-up copy of and use the Software
Products is expressly revoked if You exceed or violate the terms of the
license, including (but not limited to) by doing any of the following:
1) Use of an illegally
generated registration key to unlock the Software Product to
unlimited use without the knowledge or consent of VBC.
2) Obtaining and/or
using an instance of the Software Product that has been modified to bypass
the limitations of the Trial License without Your acquiring an Authorized
Registration Key from VBC or one of its authorized third-party
3) Otherwise using one
or more instances of the Software Product in such a manner as to exceed the
terms of the Trial License without acquiring an Authorized Registration Key
from VBC or one of its authorized third-party order-processing companies.
4) Attempting to
unlock, reverse engineer, decompile or disassemble the Software
Product in violation of Section 2(a), below.
5) Renting, adapting or
leasing the Software Product, or using it in connection with offering
conversion services in violation of Section 2(b), below.
6) Reproducing or
otherwise copying the Software Product or its elements beyond the limits
set forth above.
7) Preparing any
derivative work of the Software Product.
8) Distributing the
Software Product to others (except so as to effectuate a transfer between
users as set forth in 1(b), above.
d. All rights not
expressly granted herein are reserved by VBC.
2. DESCRIPTION OF
OTHER RIGHTS AND LIMITATIONS
on Reverse Engineering, Decompiling, and
You may not reverse
engineer, decompile, or disassemble, modify or create derivative works of
the Software Product, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation.
Rental, Leasing or Conversion Services.
You may not rent, lease or
lend the Software Product, or provide conversion services to third parties
with the Software Product, except to the extent that You have specifically
acquired the Software Product and entered into this EULA as an employee,
contractor or other agent of some individual or entity which has authorized
you to acquire the Software Product and enter into the EULA on its behalf.
This EULA does not
grant You any rights in connection with any trademarks or service marks of
VBC may provide You with
support services related to the Software Product ("Support Services"). Any
supplemental software code provided to You as part of the Support Services
is considered part of the Software Product and subject to the terms and
conditions of this EULA. You acknowledge and agree that VBC may use
technical information You provide to VBC as part of the Support Services for
its business purposes, including for product support and development. VBC
will not utilize such technical information in a form that personally
identifies You, except to the extent such is necessary in order to provide
You with the Support Services.
Without prejudice to any
other rights, VBC may revoke Your Trial License or Full License in
accordance with Section 1(c), above and terminate this EULA if You fail to
comply with the terms and conditions of this EULA. In such event, You must
destroy all copies of the Software Product and all of its component parts in
upgrade supplements or enhances a prior version of the Software Product. An
upgrade contains most if not all of the features of the prior versions of
the Software Product. You must be properly licensed in order to be eligible
to obtain and use an upgrade. You may use the resulting upgrade product
only in accordance with the terms and conditions of this EULA. If the
Software Product is an upgrade of a component of a package of software
programs that was licensed as a single product, the Software Product may be
used only as a part of that single product package and may not be separated
for use on another device.
All title and intellectual
property rights in and to the Software Product (including but not limited to
any images, photographs, animations, video, audio, music, text, and
"applets" incorporated into the Software Product), the accompanying printed
materials, and any copies of the Software Product are owned by VBC or its
5. BACKUP COPY.
After installation of one
copy of the Software Product pursuant to this EULA, you may keep the
original media on which the Software Product was provided by VBC solely for
backup or archival purposes. If the original media is required to use the
Software Product on the Device, you may make one copy of the Software
Product solely for backup or archival purposes. Except as expressly provided
in this EULA, you may not otherwise make copies of the Software Product or
the printed materials accompanying the Software Product.
You acknowledge that the
Software Product is of United States origin. You agree to comply with all
applicable international and national laws that apply to the Software
Product, including the U.S. Export Administration Regulations, as well as
end-user, end-use and destination restrictions issued by U.S. and other
If a Full License is
purchased outside of the United States, You agree not to import or resell
the fully licensed Software Products in the United States. Any such
importation or sale will result in the revocation of Your license.
8. APPLICABLE LAW
In any dispute arising out
of or relating to this EULA or otherwise arising out of or relating to Your
use of the Software Product, it is agreed and acknowledged that the sole and
exclusive venue for resolution of such disputes shall be the Superior Court
for the County of Los Angeles or the United States District Court for the
Central District of California. This EULA shall be deemed to have been
executed within the State of California, in the United States of America. It
shall be construed and enforced in accordance with and governed by the laws
of the State of California without regard to conflicts of laws principles
thereof. The parties hereto expressly agree to be subject to the personal
jurisdiction of the above mentioned courts. The application of UCITA and
United Nations Convention on Contracts for the International Sale of Goods
is expressly excluded.
9. LIMITED WARRANTY
Warranty for Software Products Acquired in the United States and Canada.
warrants that the Software Product will perform substantially in accordance
with the accompanying materials for a period of ninety (90) days from the
date of receipt.
If an implied warranty or
condition is created by your state/jurisdiction and federal or
state/provincial law prohibits disclaimer of it, you also have an implied
warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD
OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER
THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.
Some states/jurisdictions do not allow limitations on how long an implied
warranty or condition lasts, so the above limitation may not apply to you.
Any supplements or updates
to the Software Product, including without limitation, any (if any) service
packs or hot fixes provided to you after the expiration of the ninety (90)
day Limited Warranty period are not covered by any warranty or condition,
express, implied or statutory.
LIMITATION ON REMEDIES; NO
CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this
Limited Warranty is as set forth below. Except for any refund elected by VBC,
YOU ARE NOT ENTITLED TO ANY
DAMAGES, INCLUDING BUT NOT
LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet
VBC’s Limited Warranty, and, to the maximum extent allowed by applicable
law, even if any remedy fails of its essential purpose. The terms of
Section 12 below ("Exclusion of Incidental, Consequential and Certain Other
Damages") are also incorporated into this Limited Warranty. Some
states/jurisdictions do not allow the exclusion or limitation of incidental
or consequential damages, so the above limitation or exclusion may not apply
to you. This Limited Warranty gives you specific legal rights. You may have
others which vary from state/jurisdiction to state/jurisdiction.
b. VBC and its suppliers'
entire liability and your exclusive remedy shall be, at VBC’s option from
time to time exercised subject to applicable law, (a) return of the price
paid (if any) for the Software Product, or (b) repair or replacement of the
Software Product, that does not meet this Limited Warranty and that is
returned to VBC with a copy of your receipt. You will receive the remedy
elected by VBC without charge, except that you are responsible for any
expenses you may incur (e.g. cost of shipping the Software Product to VBC).
This Limited Warranty is void if failure of the Software Product has
resulted from accident, abuse, misapplication, abnormal use or a virus. Any
replacement Software Product will be warranted for the remainder of the
original warranty period or thirty (30) days, whichever is longer. Outside
the United States or Canada, neither these remedies nor any product support
services offered by VBC are available without proof of purchase from an
authorized international source.
10. DISCLAIMER OF
THE LIMITED WARRANTY THAT
APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN
LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION
OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, VBCONVERSIONS AND ITS SUPPLIERS PROVIDE THE
SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTSS,
AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED
WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A
PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF
WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH
REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT
SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT,
QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH
REGARD TO THE SOFTWARE.
11. EXCLUSION OF
INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VBCONVERSIONS OR ITS
SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR
PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING
OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO
THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR
FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION
WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF
WARRANTY OF VBCONVERSIONS OR ANY SUPPLIER, AND EVEN IF VBCONVERSIONS OR ANY
SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. LIMITATION OF
LIABILITY AND REMEDIES.
DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES),
THE ENTIRE LIABILITY OF VBCONVERSIONS AND ANY OF ITS SUPPLIERS UNDER ANY
PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING
(EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY VBCONVERSIONS
WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHAL BE LIMITED TO THE
GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $5.00.
THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS
13. REGISTRATION /
When You install, use,
register or uninstall the Software Product (and on a periodic basis), the
following information about the Software Product and Your computer is
transmitted to VBC and/or its authorized agent and recorded into a database
maintained by VBC or its agent: Product Name, Version, Registration Key,
Computer Name, Computer’s Internal and Public IP addresses and host name,
Username logged onto Computer, Operating System’s Registered Owner,
Operating System’s Registered Organization, Name, Organization Name, Email
Address (as entered on the registration screen of the Software Product), and
installation date of the Software Product.
After each use of the
Software Product to convert a Visual Basic project file, the following
information along with that above, is also transmitted to VBC or its agent
and recorded in the database: the name of the Visual Basic project file
converted, the number of lines of Visual Basic source code converted and the
number of lines of C# source code created, the CLR version number, the
number of lines with compiler errors, the number of compiles, the conversion
time, information about the Visual Basic assembly converted (including
title, description, company, product, copyright, trademark).
VBC and its agent will
exercise reasonable efforts to store and maintain the information collected
by VBC and its agent. By installing and/or registering and/or using this
software, you agree that VBC and its agent shall not be held liable in any
manner, if the security of this information is compromised in any manner. To
the extent not prohibited by law, in no event will VBC, its agents and
licensors be liable for any lost revenue, profit or data, or for special,
indirect, consequential, incidental or punitive damages, however caused
regardless of the theory of liability, arising from the collection,
maintenance and security of this information, even if VBC or its agent has
been advised of the possibility of such damages. Only install this software,
if You agree to have this information recorded by VBC and/or its agent.
BY INSTALLING AND/OR
UNINSTALLING AND/OR REGISTERING AND/OR USING THIS SOFTWARE, YOU AGREE THAT
YOU GRANT VBC YOUR FULL AND UNCONDITIONAL PERMISSION TO RECORD THE ABOVE
INFORMATION AND/OR WITH ITS AUTHORIZED AGENT.
You agree not to infringe
VBC's copyright of this software. Reproduction, preparation of derivative
works (adaptation), distribution or display of the software is prohibited,
except to the extent permitted by this license. Your continued usage of the
program is expressly conditioned upon your adherence to the terms and
conditions of this license. Any activity which exceeds the scope of the
license is deemed to infringe the copyright of VBC and will result in
revocation of the license and may subject you to civil liability.
Unauthorized reproduction, adaptation, distribution, or display and
exceeding license counts represent examples of prohibited conduct. Using
illegally generated keys to unlock the software is also a violation of VBC's
rights. You agree to only use Registration keys generated online from VBC's
website, only use registration keys emailed to you by VBC or our third party
order processing Company. You agree that using an illegal or fraudulent
registration key to register or unlock the software or reverse engineering,
decompiling or disassembling the software makes that software copy illegal
and unauthorized and in violation of VBC's rights. (17 U.S.C.§§501,1201,et
seq.). In the event of a copyright violation, you acknowledge and agree you
are liable for actual damages, statutory damages, reasonable attorney fees,
lost profits, diminution of value of the software, lost license fees, any or
all of the aforementioned, including, but not limited to all other costs and
expenses incurred by VBC for the loss, according to law. (17 U.S.C. §504,
The failure of VBC to
exercise or enforce any right or provision of this Agreement shall not
constitute a waiver of such right or provision. If any provision of these
terms is found by a court of competent jurisdiction to be invalid, you
nevertheless agree that the court should endeavor to give effect to the
intentions of the parties as reflected in the provision, and that the other
provisions of this Agreement remain in full force and effect.
16. ENTIRE AGREEMENT.
EULA (including any addendum or amendment to this EULA which is included
with the Software Product) is the entire agreement between you and VBC
relating to the Software Product and the support services (if any) and they
supersede all prior or contemporaneous oral or written communications,
proposals and representations with respect to the Software Product or any
other subject matter covered by this EULA. To the extent the terms of any
VBC policies or programs for support services conflict with the terms of
this EULA, the terms of this EULA shall control.