END USER LICENSE AGREEMENT
Software License Agreement
READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CHECKING THE BOX BELOW, 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 “CANCEL” BUTTON.
“You” or “Your” means the person or company who is being licensed to use the Licensor software in association with the Master Agreement (“Master Services Agreement”). “We”, “Our”, “Us”, “Tranztec” and “Tranztec Solutions” means Tranztec Solutions, Inc.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
Capitalized terms in this Agreement will have the following meanings:
“Agreement” means this Software License Agreement between Us and You;
“Licensed Software” means certain commercial software products being provided to You under this Agreement, including executable program modules thereof, as well as related documentation and computer readable media;
“Sublicensed Software” means certain third party owned software components being provided under this Agreement, that are required to properly enable or operate the Licensed Software;
2. SOFTWARE LICENSE, RIGHTS & RESTRICTIONS
2.1 Software License and Rights. Tranztec Solutions, Inc. grants You a non-exclusive, non-transferable license to use the Software. You may install this software only on servers that are owned by and under Your direct control. You may make only one copy of the Software for backup purposes. The same copyright and proprietary notices of the original Software must appear on the backup copy. You may not remove these notices from either the original Software or backup copy. If the Software contains documentation that is provided only in electronic form, You may print only as many copies of such electronic documentation as reasonably necessary for internal use.
2.2 Limitations. Without limiting the generality of the foregoing, You will use the Licensed Software only for purposes set forth herein, and, further, You expressly agree that You DO NOT have rights to:
- own title, or transfer title to the Licensed Software to another party;
- distribute, or sublicense or otherwise provide copies or any rights in relation to the Licensed Software to any third party;
- pledge, hypothecate, alienate or otherwise encumber the Licensed Software to any third party;
- modify, enhance, reverse-engineer, decompile, disassemble or create substantially derived forms of the Licensed Software.
- separate any parts of the Software for use on more than one computer.
- create obscene, scandalous or infringing works, as defined by any applicable federal, state or local law at the time the work is created, using the Software.
- automatically grant You any right to any enhancements or updates to the Software.
2.3 Enforcement of Restrictions. We will have the right to inspect and enforce the restrictions and covenants contained in this Agreement at Your sole expense, and You hereby agree to promptly notify Us of any known violations of such restrictions.
3. COPYRIGHT AND MARKS
3.1 Copyright. All title and intellectual property rights in and to the Software are owned by Tranztec Solutions Inc. or its licensors. The Licensed Software, including any documentation, media, packaging and illustrations, is copyrighted and constitutes Our valuable property. The Licensed Software is protected by the copyright laws of the United States of America and international copyright treaty provisions. All title and intellectual property rights in and to the content accessed through the Software, including any sample content contained in the Software, is the property of the applicable content owner and may be protected by applicable copyright or other laws. THIS LICENSE DOES NOT GIVE YOU ANY RIGHTS TO SUCH CONTENT AND Tranztec Solutions Inc. or its licensors SHALL HAVE NO LIABILITY WITH RESPECT TO YOUR USE OF ANY SUCH CONTENT.
3.2 Trade-marks. Certain logos, product names and trade-marks owned by Us may be contained within the printed materials and electronic manifestations of the Licensed Software. You will have no right to use such marks in its end-user applications except as set out in the User Agreement.
You acknowledge that the Licensed Software, including any associated written materials and other documentation provided under this Agreement, belongs exclusively to Us. Unencumbered title to the Licensed Software will, at all times, remain with Us. You agree to protect the Licensed Software from unauthorized use, reproduction, distribution or publication in electronic or physical form.
5. WARRANTY AND INDEMNITY
5.1 WARRANTY. Tranztec Solutions Inc. warrants that the Software will perform substantially without material defect. Your exclusive remedy, and Tranztec’s entire liability, for any breach of this limited warranty shall be, in Tranztec’s sole discretion, to replace the Software with functionally equivalent software. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
5.2 DISCLAIMER. Tranztec Solutions Inc. MAKES NO OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. NO Tranztec Solutions Inc. AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. The foregoing warranty shall not apply to any non-conformities caused by any modifications made to the Software by You; by accident, abuse or improper use; or by Your violation of the terms of this Software License Agreement.
Tranztec Solutions Inc. DOES NOT WARRANT THAT YOUR REQUIREMENTS WILL BE MET WITH THE SOFTWARE FUNCTIONS OR THAT THE SOFTWARE’S OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT DEFECTS WILL BE CORRECTED. Tranztec Solutions Inc. SHALL ALWAYS RESERVE ITS RIGHTS AND DISCRETION TO CORRECT ANY DEFECTS AS IT SEES FIT AND TO MAKE AVAILABLE FURTHER RELEASES AND UPGRADES AS AND WHEN IT DEEMS NECESSARY.
6. LIMITATION OF LIABILITY AND REMEDIES
6.1 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL Tranztec Solutions, Inc. OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF Tranztec Solutions Inc. SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Tranztec’s TOTAL LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS SOFTWARE LICENSE AGREEMENT OR THE SOFTWARE EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
6.2 Dispute Resolution. You acknowledge that We possess valuable confidential and proprietary information, including trade-marks and business practices, which would be damaging to Us if revealed in open court. You further acknowledge and agree that it is preferable to resolve all disputes between Us and You confidentially, individually and in an expeditious and inexpensive manner. We and You accordingly acknowledge and agree that private dispute resolution is preferable to court actions. We and You shall first attempt to resolve any dispute or differences between the both of us by way of good faith negotiation. The good faith negotiation shall commence by each of Us and You communicating our position regarding the complaint, claim, dispute or controversy to the other party, and how the both of us should resolve the dispute. We and You shall then make good faith efforts to negotiate a resolution of the claim, dispute or controversy. Neither We nor You shall commence any arbitral proceedings unless and until the good faith negotiation fails.
7. EXPORT RESTRICTIONS
You acknowledge that the Software is subject to U.S. export restrictions. 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.
Your license to use the Software is terminated if You violate this EULA. Upon termination, You must destroy all copies of the Software and related documentation.
You acknowledge that the existence of this Agreement, the terms and conditions hereof, the transactions contemplated hereby and other information, including, without limitation, customer, technical and financial information that they have received or will receive in connection with this Agreement, is considered private and confidential (the “Confidential Information”). You will use reasonable diligence and in no event less than the degree of care which We use in respect to our own confidential and proprietary information of like nature, to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude:
information that is already in the public domain;
information already known to the receiving party, as of the date of the disclosure, unless the receiving party agreed to keep such information in confidence at the time of its original receipt;
information hereafter obtained by the receiving party, from a source not otherwise under an obligation of confidentiality with the disclosing party;
information that the receiving party is obligated to produce under order of a court of competent jurisdiction, provided that the receiving party promptly notifies the disclosing party of such an event so that the disclosing party may seek an appropriate protective order.
10. GENERAL PROVISIONS
This Software License Agreement is the exclusive agreement between You and Tranztec Solutions Inc. concerning the Software license and supersedes any and all prior or contemporaneous oral or written agreements, representations, negotiations or other dealings between You and Tranztec Solutions, Inc. with respect to the Software. This Software License Agreement will be governed by the laws of the State of Ohio. If any part of this Software License Agreement is found to be void, unenforceable or invalid, it shall not affect the other provisions of this Software License Agreement. This Software License Agreement can only be modified by a paper writing signed by both parties. Failure by either party to enforce any provision of this Software License Agreement will not be deemed a waiver of future enforcement of that or any other provision.