Code License managed by jbalicki, submitted on 2016/02/25.
Liaison License Agreement
PLEASE READ THIS END-USER LICENSE AGREEMENT ("EULA") CAREFULLY. BY INSTALLING OR USING THE SOFTWARE THAT ACCOMPANIES THIS EULA ("SOFTWARE"), YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.
This Agreement: This EULA is a legal agreement between you (either an individual or a single entity) and Liaison Technologies, Inc. ("Liaison"). This EULA governs the Software, which includes computer software (including online and electronic documentation) and any associated media and printed materials. This EULA applies to updates, supplements, add-on components, and Internet-based services components of the Software that Liaison may provide or make available to you. Liaison reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.
Electronic Signature(s): you hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Liaison Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
License and Restrictions
1.1 Express Edition License.
License: Subject to the terms of this Agreement, Liaison hereby grants you a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the Liaison Software on your computer for the sole purpose of personally using the Express edition of the EDI editor provided by Liaison and any other applications that may be explicitly provided by Liaison to support the Express edition.
1.2 Professional Edition License.
License: Subject to the terms of this Agreement and payment of the applicable license fee, Liaison hereby grants you a limited, personal, non-commercial, non-exclusive, non-sublicensable, assignable (subject to the terms of this Section) license to download, install and use the Liaison Software on your computer for the sole purpose of personally using the Professional edition of the EDI editor provided by Liaison and any other applications that may be explicitly provided by Liaison to support the Professional edition.
For each Professional edition license acquired, you may install one copy of the Software on a single computer.You may move the Software to a different computer as long as you permanently remove the software from the initial computer. The initial user of the Software may make a one-time permanent transfer of this EULA and Software to another end user, provided the initial user retains no copies of the Software. The transfer must include all of the Software including all component parts, the media and printed materials, any upgrades and this EULA. Prior to the transfer, the end user receiving the Software must agree to all the EULA terms.
1.3 No Granting of Rights to Third Parties: You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Liaison Software or any part thereof.
1.4 No Modifications: You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Liaison Software or any part thereof except to the extent permitted by law.
1.5 Third Parties: The Liaison Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Liaison Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Liaison Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with Liaison or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Liaison or its Affiliates to enforce any of your rights.
1.6 Exclusive Ownership: Any and all (i) patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow and confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights ("Rights") shall remain the exclusive property of Liaison and/or its licensors. Nothing in this Agreement intends to transfer any such Rights to, or to vest any such Rights in, you. You are only entitled to the limited use of the Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with Liaison's Rights. Any unauthorized use of Liaison's Rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and Rights in and to any third party content that is not contained in the Liaison Software, but may be accessed through use of the Liaison Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
1.7 No Removal of Notices: You agree that you will not remove, obscure, make illegible or alter any notices or indications of the Rights and/or Liaison's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
2.1 No Warranties: Installing Liaison Software enables you to view and edit EDI documents. Liaison cannot guarantee that you will always be able to view and/or edit every EDI document, nor can Liaison guarantee that the EDI dictionaries are accurate or complete.
2.2 Disclaimer of Warranties: LIAISON PROVIDES THE SOFTWARE AND SUPPORT SERVICES (IF ANY) "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER 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 RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF 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 OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
2.3 Your own Risk: You acknowledge and agree that the entire risk arising out of your use of the Liaison Software remains with you, to the maximum extent permitted by law.
2.4 No Liability: YOU ACKNOWLEDGE AND AGREE THAT LIAISON, ITS AFFILIATES, ITS LICENSORS AND THE LIAISON STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE LIAISON SOFTWARE, AS SET FORTH BELOW.YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE LIAISON SOFTWARE IS TO IMMEDIATELY DEINSTALL AND CEASE USE OF SUCH LIAISON SOFTWARE. IN NO EVENT SHALL LIAISON ITS AFFILIATES, ITS LICENSORS OR THE LIAISON STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR: [A] ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LIAISON SOFTWARE; AND [B] ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE LIAISON SOFTWARE; [C] ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF; [I] ANY DISRUPTIONS OR DELAYS IN VIEWING OR EDITING DOCUMENTS WHEN USING THE LIAISON SOFTWARE; [II] THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY LIAISON FOR ANY REASON; AND [III] THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE LIAISON SOFTWARE TO YOU.
2.5 New Versions of the Liaison Software: Liaison, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Liaison Software. Liaison has no obligation to make available to you any subsequent versions of the Liaison Software. You may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Liaison Software.
3.1 Representations: You represent and warrant that you are authorized to enter into and comply with the Terms. Furthermore, you represent and warrant that you will at any and all times meet with your obligations under the Terms, as well as any and all laws, regulations and policies that may apply to the use of the Liaison Software and/or the Liaison Services.
3.2 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD LIAISON AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE LIAISON SOFTWARE.
3.3 Export Restrictions: You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. Liaison is making this software available to you for download only on the condition that you certify that you are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.
4.1 Term: This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Liaison or you as set out below. The Additional Terms will be effective as of the date upon which they are accepted by you or you use the relevant Liaison Service (as applicable), and will remain effective until terminated by either Liaison or you as set out below and/or in the applicable terms.
4.2 Termination: Without prejudice to any other rights, Liaison may terminate this EULA if you are not in compliance with all the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.
4.3 Consequences of Termination: Upon termination of this Agreement and the Additional Terms: (a) all licenses and rights to use the Liaison Software and the Liaison Services shall immediately terminate; (b) you will immediately cease any and all use of the Liaison Software and Liaison Services; and (c) you will immediately remove the Liaison Software from all hard drives, networks and other storage media and destroy all copies of the Liaison Software in your possession or under your control.
4.4 New Versions: Liaison reserves the right to change this Agreement at any time by publishing the revised Agreement on the Liaison Website. The revised Agreement shall become effective within thirty (30) days of such publication, unless you expressly accept the revised Agreement earlier by clicking on the accept button. your express acceptance or your continued use of the Liaison Software after expiry of the notice period of thirty (30) days, shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement. Liaison reserves the right to change any of the Additional Terms from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on the Liaison Website (unless you expressly accept the revised terms earlier by clicking on the accept button if this option is made available), or within the timeframe set out in the applicable terms if different.
5.1 Entire Agreement: The terms and conditions of the Terms constitute the entire agreement between you and Liaison with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either you or Liaison arising out of fraud or fraudulent misrepresentation.
5.2 Partial Invalidity: If any provision of the Terms, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms as a whole, the legality, validity or enforceability of the remainder of the Terms (including the remainder of the term which contains the relevant provision) shall not be affected.
5.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms or by law shall not constitute a waiver of that right, power or remedy. If Liaison waives a breach of any provision of the Terms this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
5.4 Assignment: You are not allowed to assign the Terms or any rights hereunder except as specifically provided in Section 1.2 above. Liaison is allowed at its sole discretion to assign the Terms or any rights hereunder to any third party, without giving prior notice.
5.5 Applicable Law and Competent Court: The Terms shall be governed by and interpreted in accordance with the laws of the State of Georgia.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE LIAISON SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO LIAISON THE RIGHTS SET FORTH HEREIN.
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