Mettoni Ltd., for itself, subsidiaries, affiliates (“Licensor”), or by and through its authorized resellers offers You use of this product (“Software”) expressly contingent upon Your agreement to all terms and conditions in this license agreement, acceptance of which You affirmatively signify by clicking “I accept” below or alternatively by installing, copying or otherwise using the Software, you agree to be bound by the terms of this agreement. If You do not agree to all of the terms contained herein, click “I decline” and/or return the Software to Licensor immediately upon rejection, without installing, copying, or using the Software for a refund thereof. Your use of the Software, even if obtained in contravention of this license agreement or obtained otherwise than through Licensor or its authorized resellers, indicates Your agreement to all of these terms. If you install the Software on behalf of a party, you must ensure that they are provided with and agree to the terms of this License Agreement prior to installation.
Definitions. “You” and “Your” refer to each entity using the Software, regardless of payment of any license fee to Licensor for the Software, but do not include affiliates, subsidiaries, parents, consultants, or any other third party, absent Licensor’s express written consent. “Software” includes any updates, upgrades, enhancements and modifications. You may receive from Licensor via purchased maintenance and support services. "Intellectual Property Rights" means any and all rights existing from time to time under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
License.
Evaluation License. If You have obtained the Software for evaluation purposes and/or have not paid Licensor or its authorized reseller the applicable license fees for the Software, Licensor grants You a nonexclusive, nontransferable, limited, personal license for 30 days (unless otherwise expressly stated to You in writing by Mettoni) (“Evaluation Period”) to use the Software, in accordance with its documentation, solely for the purpose of evaluating the Software for Your internal business purposes and solely on one (1) computer server at one (1) physical site owned and/or controlled by You. You may not use the Software for production purposes and all Software and documentation must be returned to Mettoni at the end of the Evaluation Period.
Internal Use License. Subject to Your payment of the applicable license fees to Licensor or its authorized distributor, Licensor grants You a nonexclusive, nontransferable, limited, personal license to use the Software, in accordance with its documentation, solely for Your internal business purposes, limited to the site(s), number of seats, users, agents, servers, ports, devices, managed applications, and/or copies for which You have paid the applicable license fees as is expressly designated on valid Purchase Orders in aggregate as applicable to the Software obtained.If you need to increase the number of resources that are simultaneously executed or executable, you must contact Licensor or their authorized reseller to obtain authorization that enables the larger number of resources. No duplicate or copied instances of seats, users, agents, servers, ports, devices, managed applications, and or copies are allowed without having purchased such usage from Licensor or its authorized resellers.
Restrictions. You shall not, without express permission to the contrary by Licensor (i) process the data of any other party or use the Software in a service bureau or timeshare manner, (ii) sell, publish, disclose, display, or otherwise make available the Software or copies thereof to, or permit the use thereof by, others not specifically authorized hereunder, (iii) transfer or assign in any manner, in whole or in part, rent, lease, or trade-in the Software or any copy thereof, any attempt of which shall be void, or (iv) allow access to the Software outside the permitted site(s). You may make one copy of the Software for archival or backup purposes and copies of Licensor’s non-training documentation as necessary, provided that such copy(ies) shall include Licensor's copyright and other proprietary notices. Otherwise, You may not copy or print, in whole or in part, the Software or documentation. All copies thereof remain the exclusive property of Licensor. You shall not, nor permit anyone to, de-compile, disassemble, reverse engineer, or in any manner otherwise attempt to learn the inner workings or derive the source code of the Software. The Software is proprietary to Licensor or its licensor, and title to it remains in Licensor or its licensors. The Software is protected by trade secret and copyright law and international copyright treaty, and may be the subject of United States patents and patents of other jurisdictions. All applicable Intellectual Property rights, including copyrights, trade secrets, patents, and trademarks in the Software and documentation, or any modifications or enhancements thereto, shall remain with Licensor.
Confidentiality. The Software and its documentation contain confidential information of Licensor. You agree to use at least a reasonable degree of care to prevent disclosure of such information to third parties, absent Licensor’s express written consent to such disclosure.
Termination. You may terminate this license immediately by destroying all copies of the Software in Your possession. This license will terminate automatically, without notice from Licensor, immediately (i) upon the breach of any terms of this license, or (ii) in the event You file for bankruptcy protection, are declared bankrupt in any jurisdiction, or have a receiver appointed, and such filing, declaration, or appointment is not rescinded within ninety (90) days.
Maintenance. Maintenance and support for the Software are not provided under this license but may be purchased separately from Licensor or its authorized resellers subject to Licensor’s then-existing standard maintenance terms.
Warranty. Licensor warrants that, for a period of sixty (60) days following the date of shipment, the media on which the Software is delivered to You, if any, will be free from defect in materials and workmanship. Licensor’s sole liability, and Your sole remedy, for a breach of the foregoing will be the replacement of such media. EXCEPT FOR THE FOREGOING AND TO THE EXTENT PERMITTED BY LAW, LICENSOR SPECIFICALLY HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.
Liability. TO THE EXTENT PERMITTED BY LAW, LICENSOR SHALL HAVE NO LIABILITY UNDER THIS LICENSE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF BUSINESS INFORMATION, OR OTHER DATA, OR ANY OTHER PECUNIARY LOSS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL LICENSOR'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT (BE IT CONTRACT, NEGLIGENCE, AND STRICT LIABILITY IN TORT OR WARRANTY) EXCEED THE AMOUNT PAID TO LICENSOR BY YOU FOR THE SOFTWARE. THIS LIMITATION SHALL BE ENFORCED EVEN IF DOING SO CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. NO CLAIM MAY BE BROUGHT BY YOU UNDER THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER ACCRUAL OF SUCH CLAIM.
Miscellaneous.
Governing Law. This license and performance hereunder shall be governed by the laws of the United Kingdom of Great Britain and the sole jurisdiction for any legal proceedings under this license shall be in jurisdiction of English Courts.
Export Compliance. At Your own expense, US export/import law and regulations with respect to the Software and shall not export/import the Software in violation thereof. You are liable for any taxes, fees, or assessments arising out of Your use of the Software.
Government Use. All Software Licenses and documentation furnished pursuant to this Agreement were developed at private expense and are provided with RESTRICTED RIGHTS. Any use, duplication or disclosure by or for an governmental entity or agency shall be subject to the restricted rights applicable to commercial computer software.
Severance. If any provision of this license is deemed invalid, illegal, or unenforceable under any applicable statute or rule of law, it is deemed modified to the degree necessary to comply with applicable law, and the remaining provisions shall remain in force and unaffected.
Injunction. You agree that Your breach of any provision of this license will cause Licensor irreparable injury that is inadequately compensable in monetary damages and, accordingly, that Licensor shall be entitled to injunctive relief in any court of competent jurisdiction against the breach or threatened breach of this license, in addition to any other remedies in law or equity.
Waiver. The waiver or failure of Licensor to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder and no waiver shall be effective unless in writing.
Assignment. You agree that this license is nontransferable, even as part of the sale of any portion of Your business, or pursuant to any merger, consolidation, or reorganization, without Licensor's prior written consent, but that Licensor may assign freely any of its rights or obligations under this license.
Entire Agreement. This license constitutes the entire agreement and understanding between You and Licensor, supersedes any prior agreement or understanding whether oral or written, relating to the subject matter hereof, and may be modified only by a written agreement signed by both parties. IF YOU HAVE A WRITTEN MASTER AGREEMENT WITH LICENSOR GOVERNING THE LICENSE AND USE OF SOFTWARE, SUCH MASTER AGREEMENT WILL CONTROL AND PREVAIL OVER THE TERMS OF THIS LICENSE.
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