YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, ACCESSING OR OTHERWISE INSTALLING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT ACCESS/INSTALL THE SOFTWARE.
This Agreement sets forth the terms and conditions of your use of the accompanying Foundations software product (the "Software"). For the purposes of this Agreement, "you" means you, the end user, and "Licensor" means The Combination Rule LLC, a New York limited liability company, and its subsidiaries and affiliates.
1. License Grant.
Licensor hereby grants to you a non-exclusive and non-transferable license to access and use the Software and related documentation (the "Documentation") solely for the intended purposes of the Software as set forth in the Documentation, for your internal purposes and according to the provisions contained herein and subject to payment of applicable license fees.
Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.
You agree that you have no right, power or authority to make any modifications to or unauthorized copies of the Software. The Software and Documentation may not be copied for backup or archive purposes.
2. No Assignment; No Transfer.
You agree not to transfer or assign the Software and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Software and/or this Agreement, then you must at the same time either transfer any copies of the Software and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or rights under this Agreement.
3. No Modification; No Reverse Engineering.
You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.
4. Import/Export Restrictions.
You may not use the Software, or allow the transfer, transmission, export or re-export of all or any part of the Software or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction. You may not use the Software in a manner that violates any applicable local, state, national or international law or governmental regulation, policy procedure or ordinance, or any rights of a third party. You agree to indemnify Licensor from liability if you violate any such laws or regulations.
You agree that Licensor owns and holds title to the Software and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties.
6. Term and Termination.
This Agreement will be for the time period specified by you during your initial purchase of the license (either one year or one quarter of one year) (the “Initial Term”), and shall automatically renew for successive increments equal in time to the Initial Term, unless the license is earlier terminated in accordance with the terms herein. You may terminate this license at any time by notifying Licensor that you wish to so terminate. Your license for the Software will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, are placed in receivership, or upon Licensor’s option and notification to you. Upon such termination, you agree to immediately cease access to the Software and Documentation. You agree that you will not be entitled to a refund of any applicable license fee upon your early termination of this Agreement. Licensor may terminate this Agreement at any time upon notice to you. Upon termination of this Agreement, Licensor may take all appropriate steps to restrict your access to the Software and Documentation, and you agree not to attempt to access the Software or Documentation upon such termination.
7. Governing Law. The laws of the State of New York shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of New York for the purposes of enforcing the provisions of this Agreement.
8. Limited Warranty. Licensor warrants that for a period of thirty (30) days from the date of acquisition, the Software, if operated as directed, will substantially achieve the functionality described in any Documentation. Licensor does not warrant, however, that your use of the Software will be uninterrupted or, that the operation of the Software will be error-free.
Licensor's sole liability for any breach of this warranty shall be, in Licensor's sole discretion (i) to repair the defective Software, or (ii) to advise you how to achieve substantially the same functionality with the Software as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thrity (30) days after the date (a) of delivery to you of the repaired or replaced Software, or (b) Licensor advised you how to operate the Software so as to achieve substantially the same functionality described in any Documentation.Only if you inform Licensor of your problem with the Software during the applicable warranty period and provide physical evidence of the date you purchased or obtained a license to the Software will Licensor be obligated to honor this warranty. Licensor will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within thirty (30) days of being so notified.If any modifications are made to the Software by you during the warranty period then this warranty shall immediately terminate. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the Documentation.THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
9. Limitation of Remedies.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE.
You agree to defend, indemnify and hold harmless Licensor, its suppliers and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the Software, or your breach of any representation, warranty or obligation under this Agreement.
In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
12. Entire Agreement.
You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor.
By accessing, downloading, installing or using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.