1. GRANT OF LICENSE. Upon acceptance and delivery of this EULA, Interactive Edge grants Licensee a limited, personal, non transferable non-exclusive license to use the accompany XP3â SUITE software including associated media, printed materials and any “online” or electronic documentation (the “Licensed Software”) free of charge for its internal business use for 30 days following the Effective Date (the “Evaluation Period”). The Licensed Software may only be installed on the Maximum Number of Workstations set forth above and may only be used by employees of Licensee. This EULA grants Licensee the following rights:
- Software. Licensee may install, use, access, display, run, or otherwise interact with one copy of the Licensed Software, on its computer, laptop or other digital electronic device (each a “Workstation”) up to the Maximum Number of Workstations set forth above.
- Activation Keys. Upon the execution and delivery of this EULA by Licensee, Interactive Edge will provide passwords or keys to authorized representatives of Licensee to enable the installation of the Licensed Software on the Maximum Number of Workstations.
- Reservation of Rights. All rights not expressly granted are reserved by Interactive Edge.
- Copyright Notices. Licensee must maintain all copyright notices on all copies of the Licensed Software.
- Limitations of Reverse Engineering, Decompilation and Disassembly. Licensee may not unlock, reverse engineer, decompile, or disassemble the Licensed Software and may not attempt to do any of the foregoing.
- Limitations of Use. Licensee may not, and may not permit its employees to, copy or modify the Licensed Software or make any copy, adaptation, transcription or merged portion, in whole or in part, of the Licensed Software.
- Software Transfer. Licensee may not rent, lease, lend or export the Licensed Software. Licensee may not transfer all any rights under this EULA and may not retain any copies of the Licensed Software upon termination of this EULA.
2. RESTRICTIONS. The license granted hereby is subject to the following restrictions:
3. TERMINATION.
Without prejudice to any other rights, Interactive Edge may terminate this EULA during the Evaluation Period (a) if Licensee fails to comply with the terms and conditions of this EULA or (b) by notifying Licensee that Licensee’s continued use of the Licensed Software is prohibited. If Interactive Edge terminates this EULA, Licensee must immediately stop, and immediately cause its employees to stop, using the Licensed Software and to return all copies of the Licensed Software.
4. COPYRIGHT AND CONFIDENTIALITY.
All title and copyrights in and to the Licensed Software, including any images, photographs, animations, video, audio, music, text and applets, incorporated into the Licensed Software, the accompanying printed materials, and any copies of the Licensed Software, are owned by Interactive Edge. All title and intellectual property rights in and to the content which may be accessed through use of the Licensed Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Licensee may not copy the printed materials accompanying the Licensed Software.
Licensee acknowledges that the Licensed Software is a valuable and proprietary product of Interactive Edge and contains trade secrets and other confidential information. Licensee agrees to use all commercially reasonable efforts to protect the confidential nature of the Licensed Software.
5. DISCLAIMER OF WARRANTIES.
INTERACTIVE EDGE PROVIDES THE LICENSED SOFTWARE “AS IS” AND HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE IS WITH LICENSEE.
INTERACTIVE EDGE DOES NOT GUARANTEE THE RELIABILITY OF THE LICENSED SOFTWARE WORKING WITH ANY OTHER SOFTWARE OR HARDWARE PRODUCTS, OR THE SUITABILITY OF INTEGRATION THEREWITH.
6. EXCLUSION OF ALL DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTERACTIVE EDGE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER INCLUDING DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF INTERACTIVE EDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. LIMITATION AND RELEASE OF LIABILITY.
The Licensed Software was provided to Licensee at no charge and Interactive Edge has included in this EULA terms that disclaim all warranties and liability for the Licensed Software. To the full extent allowed by law, LICENSEE HEREBY RELEASES INTERACTIVE EDGE FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING THE LICENSED SOFTWARE OR ITS USE. No refund will be made because the Licensed Software was provided to Licensee at no charge.
8. GOVERNING LAW.
The laws of the State of New York, U.S.A will apply to this contract and each party submits to the non exclusive jurisdiction of the courts located in the County of New York, New York. In the event of any successful legal proceeding to enforce the terms of this EULA, Interactive Edge will recover its reasonable attorney fees and expenses from Licensee.
9. MISCELLANEOUS.
This EULA represents the entire agreement between the parties with respect to the Licensed Software and supersedes all prior oral and written proposals, communications and agreements relating thereto. No modification of this EULA shall be effective unless in writing and signed by the parties. Any provision of this EULA that would logically be expected to survive termination hereof shall so survive.
