In the event the Licensor provides the Licensee accompanying data or a data set (“Data”) for use in conjunction with the Software, the Data is licensed pursuant to the software license agreement provided with the Data and excluded from this Agreement.
EACH TIME YOU USE THE SOFTWARE, YOU ARE ACCEPTING THIS AGREEMENT. IF YOU DO NOT AGREE TO THE AGREEMENT, THE LICENSOR IS UNWILLING TO GRANT YOU THE RIGHT TO USE THE SOFTWARE, AND YOU MUST CEASE USE OF THE SOFTWARE IMMEDIATELY.
1.1 Licensor grants Licensee a non‐exclusive, transferable (as outlined in this Agreement) license to use source code in projects to be distributed in a compiled binary format.
1.2 Licensor does not grant the Licensee right to use, distribute, or display trademarks, servicemarks, copyrighted materials, or intellectual property in public displays unless ownership by the Licensor is made obvious and apparent, and with appropriate permission from Licensor.
1.3 Source code, whether whole or in part, may not be distributed outside of Licensee’s organization.
TERM AND TERMINATION
2.1 Licensor retains the right to terminate this Agreement at any time and for any cause with thirty (30) days written notice to Licensee.
2.2 This Agreement is in effect as long as Licensee holds any copy of the Source Code on any Licensee computer or storage media either onsite or offsite.
2.3 Upon termination or expiration of this Agreement for any reason whatsoever, Licensee shall immediately: (i) cease all use of the Software; and (ii) make all reasonable efforts to destroy and/ or remove all copies of the Software from Licensee computers and storage media.
LIMITATIONS OF LIABILITIES
3.1 Usage. Your use of, or inability to use, the Software is at your sole risk. THE LICENSOR MAKES NO WARRANTY ABOUT THE ACCURACY OR QUALITY OF THE SOFTWARE AND DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
3.2 Disclaimer. EXCEPT AS EXPLICITLY PROVIDED HEREIN, ALL SOFTWARE IS PROVIDED “AS IS” AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF NON- INFRINGEMENT, ACCURACY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
3.3 Exclusion of Remedies. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.4 General Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE LICENSOR SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE SOFTWARE, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT THE LICENSOR OR ITS REPRESENTATIVES, HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. YOU ALSO EXPRESSLY UNDERSTAND AND AGREE THAT THE LICENSOR SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE SOFTWARE, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT THE LICENSOR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. You agree to indemnify, defend, and hold the Licensor harmless with respect to any claims arising out of or relating to your unauthorized use of the Software.
3.5 Licensee will handle and be responsible for all warranty returns from its End-Users or Resellers.
LEGAL COMPLIANCE Licensee acknowledges that the Software and the technical documents received from Licensor in accordance with the terms hereunder may be subject to United States export and import controls, and in the performance of its obligations, Licensee shall at all times strictly comply with all laws, regulations and orders, and agrees to commit no act which, directly or indirectly, would violate any United States or other countries’, regulations or orders.
GENERAL TERMS; MISCELLANEOUS
5.1 Applicable Law. The validity, interpretation, construction and performance of this License, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.
5.2 Notice. For contractual purposes, you: (i) consent to receive communications in an electronic form and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that the Licensor provides to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions under this License.
5.3 Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this License or to exercise any right under this License will not be construed as a waiver of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
5.4 Entire Agreement. This License is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect thereto.
5.5 Amendment. Your rights and obligations under this License may be amended or modified from time to time and at any time. If any such amendment or modification is material, The Licensor will post notice of it on the Licensor’s website or by email to licensed users. Your access of the Licensor’s website and use of the Software following any such amendment or modification shall be deemed your acceptance of such amendment and modification. You agree to review this License periodically to be aware of such amendments and modifications.
5.6 Construction. Unless otherwise specifically stated the word “including” will not be construed as terms of limitation, and will mean “including without limitation”.
5.7 Severability. If any provision of this License will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby, and the parties will substitute for the affected portion an enforceable provision which closest approximates the intent and the economic effect thereof.