TERMS
TERMSPLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE ACCEPTING THE LICENSE BY INSTALLING AND USING SCRIPT(S). BY ACCEPTING THE LICENSE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT ACCEPT THE LICENSE. IF YOU ARE NOT WILLING TO BE BOUND BY THIS LICENSE AGREEMENT AND YOU DO NOT AGREE TO ALL OF ITS TERMS AND CONDITIONS, DO NOT COPY THE SCRIPT ON ANY MEDIUM AND INSTEAD RETURN THE SCRIPT TO VEBRIDGE HOLDINGS, INC. FOR A FULL REFUND.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VEBRIDGE HOLDINGS, INC., WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.
LICENSE AGREEMENT
1. License Grant. VeBridge Holdings, Inc. hereby grants to you a nonexclusive license to use the computer programs contained herein (the "Script(s)"), and any accompanying User Documentation, only as authorized in this License Agreement. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement for the Script(s) you are licensing.
You may install the Script(s) on any hard disk(s) or other storage device for any computer(s) properly licensed to run Summation Blaze software, and you may access and use the Script(s) at such location(s). If you are a private business rather than an individual, you may authorize the personnel associated with your business to use the Script(s), but only on the hard disk(s) and computer(s) referenced above.
You may store, install, and access the Script(s) through an internal network, provided that you must obtain and pay for a license equal to the total number of concurrent Summation Blaze nodes plus the total number of all Summation Blaze mobile licenses held by you based on the pricing formula in effect at the time of licensing. For instance, if you have a 5-node Summation Blaze network license and two Summation Blaze mobile licenses, and the base license fee was $200 at the point of licensing and the per-license fee was $10, and you paid a license fee of $270, you would have the right to use the Script(s) on any workstation, regardless of whether the workstations use the Script(s) at different times or concurrently.
Upon loading the Script(s) into your computer, you may retain the Program Delivery Media for backup purposes. In addition, you may make one copy of the Script(s) on a second set of media for the purpose of backup in the event the Program Media are damaged or destroyed. You may make one copy of the User's Manual for backup purposes. Any such copies of the Script(s) or the User's Manual shall include VeBridge Holdings, Inc.'s copyright and other proprietary notices. Except as expressly authorized under this paragraph, no copies of the Script(s) or any portions thereof may be made by you or any person under your authority or control.
2. Confidentiality. You agree to maintain in confidence the Script(s) and any User Documentation by using at least the same physical and other security measures as you use for your own confidential technical information and documentation. You further agree not to disclose the Script(s) or any User Documentation, or any aspect thereof, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support your authorized use of the Script(s) and are bound to protect such information against any other use or disclosure. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on VeBridge Holdings, Inc.’s information, or approved for release by VeBridge Holdings, Inc. without restriction.
3. VeBridge Holdings, Inc.'s Rights. You acknowledge and agree that the Script(s) and any User Documentation are proprietary products of VeBridge Holdings, Inc. protected under copyright law and trade secret law. You further acknowledge and agree that all right, title, and interest in and to the Script(s) and any User Documentation, including associated intellectual property rights, are and shall remain with VeBridge Holdings, Inc. This License Agreement does not convey to you an interest in or to the Script(s) or any User Documentation, but only a limited right of use revocable in accordance with the terms of this License Agreement.
4. License Fees. The license fees paid by you are paid in consideration of the licenses granted under this License Agreement.
5. Term. This License Agreement is effective upon receipt of Script(s) and shall continue until terminated. You may terminate this License Agreement at any time by returning the Script(s) and any User Documentation and all copies and extracts to VeBridge Holdings, Inc. VeBridge Holdings, Inc. may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by VeBridge Holdings, Inc., you agree to return to VeBridge Holdings, Inc. the Script(s) and all copies and portions thereof. In the event of termination, sections 2, 3, 7, 8, and 14 of this Agreement shall survive and remain in effect pursuant to their terms.
6. Limited Warranty. VeBridge Holdings, Inc. warrants, for your benefit alone, for a period of 90 days from the date of the commencement of this License Agreement (referred to as the "Warranty Period") that the Program Media in which the Script(s) is(are) contained are free from defects in material and workmanship. VeBridge Holdings, Inc. further warrants, for your benefit alone, that during the Warranty Period the Script(s) shall operate substantially in accordance with the functional specifications in any User Documentation. If during the Warranty Period, a defect in the Script(s) appears, you may return the Script(s) to VeBridge Holdings, Inc. for either replacement or, if so elected by VeBridge Holdings, Inc., refund of amounts paid by you under this License Agreement. Errors that are caused due to changes in Summation's object model delivered in subsequent releases, however, shall not be considered defects. You agree that the foregoing constitutes your sole and exclusive remedy for breach by VeBridge Holdings, Inc. of any warranties made under this Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SCRIPT(S) AND ANY USER DOCUMENTATION ARE LICENSED "AS IS," AND VEBRIDGE HOLDINGS, INC. DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. There is no warranty against interference with your enjoyment of the script(S) or other information or against infringement. VEBRIDGE HOLDINGS, INC. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SCRIPT(S) WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SCRIPT(S) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SCRIPT(S) WILL BE CORRECTED.
7. Limitation of Liability. VeBridge Holdings, Inc.' cumulative liability to you or any other party for any loss or damages resulting from any claims, demands or actions arising out of or relating to this Agreement shall not exceed the license fee paid to VeBridge Holdings, Inc. for the use of the Script(s). In no event shall VeBridge Holdings, Inc. be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if VeBridge Holdings, Inc. has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. Trademark. VeBridge and VeBridge Holdings, Inc. are trademarks of VeBridge Holdings, Inc. No right, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.
9. Governing Law. This License Agreement and the relations of the parties shall be construed and governed in accordance with the laws of the Commonwealth of Kentucky.
10. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
11. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
12. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
13. Submissions. Should you decide to transmit to VeBridge Holdings, Inc. by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant VeBridge Holdings, Inc. and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.