Note to Licensee
(not to be reproduced)
Licensee shall ensure, in its terms of service with its customers or as otherwise appropriate, that software is distributed to End-Users under terms no less restrictive than the following with appropriate applicable law and jurisdiction.
End User License
By using the software provided by us (“Software”) you acknowledge that you have read this Software License Agreement (“Agreement”), understand it, and agree to its terms. If you do not agree, you may not use the Software.
- Grant of Limited License. Subject to your compliance in all material respects with the terms and conditions of this Agreement, you are granted a limited, non-transferable, non-assignable, sub licensable, non-exclusive license to use the Software solely in connection with the Products intended by us. Any other use of the Software is not permitted.
- Restrictions. 2.1 Except as expressly permitted by this Agreement, or as permitted by law you shall not: (a) use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display or otherwise grant rights to the Software, or any copy thereof, in whole or in part, except as expressly permitted under this Agreement; (b) reverse engineer, disassemble, decompile or translate the Software, or otherwise attempt to derive the source code, architectural framework or the data records of the Software, or authorize any third party to do any of the foregoing; (c) access the Software for purposes of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Software; (d) loan, resell or distribute the Software, or any part thereof, in any way; or (e) use the Software in any way that does not comply with all applicable laws and regulations.
- Ownership. The Software is licensed, not sold, to you for your use only under the terms and conditions of this Agreement. We or our licensors own all rights, title and interest in the Software (including, but not limited to all copyrights, patents, patent applications, trade secrets, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other materials incorporated within the Software), and the Software is protected by copyright and other intellectual property laws and treaties. All rights not expressly granted herein are reserved by us and our licensors.
- Open Source Software. The Software may include open source software components. These open source components are provided to you on and subject to the terms of the applicable open source license, which are available on request.
- NO WARRANTY. YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT, NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT IT WILL OPERATE IN CONNECTION OR COMBINATION WITH ANY SOFTWARE, SYSTEM OR EQUIPMENT NOT PROVIDED BY US; (ii) THE SOFTWARE WILL BE ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE.
- LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF WE HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE EXCEED THE AMOUNT YOU HAVE PAID FOR THE SOFTWARE. NOTHING IN THIS AGREEMENTS HALL EXCLUDE OR RESTRICT THE LIABILITY OF US TO YOU FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
- Export Restrictions. You may not export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States, the EU or the United Kingdom has embargoed goods, or (b) to any person or entity subject to any restriction of the United States, the EU or the United Kingdom. By using the Software, you are representing and warranting that you are is not located in, under the control of, or a national or resident of any such country or on any such list.
- Termination. This Agreement is effective until terminated by you or by us. You may terminate this Agreement at any time by destroying or returning to us all copies of the Software and associated documentation. Your rights under this Agreement shall terminate automatically without notice from us if you violate any of the terms of this Agreement. Upon termination of this Agreement, all rights granted to you under this Agreement shall immediately terminate, but all other provisions shall survive termination.
- Changes to the Software. We reserve the right to modify or discontinue, temporarily or permanently, the Software or any documentation related to the Software and may amend or modify this Agreement at any time in its sole discretion upon notice to you. Your continued use of the Software following notice of such change shall be deemed to be its acceptance of any such change. If you do not agree to any such change, you must immediately stop using the Software and notify us that you are terminating this Agreement.
- General. 10.1. This Agreement is the entire agreement between you and us concerning use of the Software. It supersedes any prior or contemporaneous oral or written negotiations or any agreements between you and us with respect to the Software and any supporting documentation. 10.2. You may not assign any of your rights or obligations under this Agreement to another party. 10.3. Any failure by us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. 10.4. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified, or if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability without in any way affecting the remaining parts of this Agreement.