PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE YOU BEGIN USING
THE SOFTWARE MADE AVAILABLE TO YOU.
These terms and conditions entered into by you and Tick42 OOD ("Tick42") are
referred to as the “Agreement” and govern your use of Tick42 sample and/or demo
code (the “Software”) made available to you.
By accepting these terms, you are agreeing on behalf of yourself or the entity
on whose behalf you are obtaining the Software (“Licensee”) that Licensee will
be bound by and become a party to this Agreement and certifying that you have
the authority to bind Licensee. If Licensee does not agree to all of the terms
of this Agreement or if you do not have the authority to bind Licensee to this
Agreement, do not install or use the Software for any reason.
Unless and until Licensee has agreed to be bound by all of the terms of this
Agreement, Licensee is not authorized to access or use the Software. The
"Effective Date" of this Agreement is the date you first obtain a copy of the
Software.
Tick42 grants to Licensee a non-exclusive, revocable and non-transferable right to: (a) use the Software in conjunction with Licensee’s duly-licensed use of Glue42 for Licensee’s internal business purposes, (b) produce improvements, enhancements, and modification ("Modifications") of the Software, (c) incorporate the Software and Modifications into applications for the purpose of enabling those applications to interface with Glue42 (such an application being a "Licensed Application"), and (d) distribute the Software and Modifications to third parties in conjunction with Licensed Applications.
The Software incorporates third-party software, including open source software, the use of which is governed by the applicable terms and conditions specified by such third parties (collectively, "Third-Party Software").
Licensee shall not, directly or indirectly:
- (a) except as part of a Licensed Application, sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer the Software or any Modification, or any rights therein;
- (b) remove or alter any copyright, trademark or proprietary notice in the Software;
- (c) modify the Software to interface with any software that competes with or provides substantially the same functionality as Glue42;
- (d) use the Software for the purpose of building a competitive product or service or copying its features or user interface; or
- (e) use the Software, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Tick42’s prior written consent.
Licensee may, from time to time, provide suggestions, Modifications, feature requests, or other feedback to Tick42 with respect to the Software (collectively, "Feedback"). Licensee agrees that all Feedback is provided voluntarily and that Tick42 shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction.
Tick42 and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Software and any Modifications. Except for the rights expressly granted in this Agreement, Licensee shall acquire no rights, express or implied, in or to the Software, and all rights not expressly provided to Licensee hereunder are reserved by Tick42 and its licensors. All the copies of the Software provided or made available hereunder are licensed, not sold. As between Tick42 and Licensee, Licensee shall otherwise retain all right, title, and interest in Licensed Applications.
Unless otherwise terminated in accordance with this section, this Agreement will remain in effect until terminated according to this Section. Tick42 may immediately terminate this Agreement if Licensee materially breaches this Agreement. Licensee may terminate this agreement without cause at any time. Upon termination of this Agreement, all licenses granted herein will automatically terminate, and Licensee will discontinue all use of the Software and return to Tick42 or destroy any copies of the Software and any Modifications in its possession. Sections 1.3, 1.4, 2, 4, and 5 of this Agreement shall survive termination or expiration of the Agreement.
Licensee agrees to hold harmless and indemnify Tick42 and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, and partners from and against any third-party claim arising from or in any way related to Licensee’s breach of this Agreement, use of the Software, or violation of applicable laws, rules or regulations in connection with the Software, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Tick42 will provide Licensee with written notice of such claim, suit or action.
THE SOFTWARE IS PROVIDED TO LICENSEE ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
EXCEPT FOR A BREACH BY LICENSEE OF SECTIONS 1.1, 1.3, OR 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL TICK42’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $100.
The Software was fully developed at private expense and are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Software, related documentation, technical data, services, or any deliverable to the United States Government are specified in this Agreement. All other uses are prohibited and no ownership rights are conferred.
Licensee may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Tick42. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section shall be void.
Tick42 and Licensee are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
This Agreement will be governed by and construed in accordance with the laws of the United Kingdom, excluding its conflicts of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Notices regarding this Agreement shall be in writing and addressed to Licensee at the address Licensee provides, or, in the case of Tick42, when addressed to Tick42 OOD, Attn. Legal Department, 31 Alexander Malinov Blvd., Sofia, 1729, Bulgaria. Notices regarding the Software in general may be given by electronic mail to Licensee’s e-mail address on record with Tick42.
This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof. No waiver or amendment of any provision of this Agreement shall be effective unless made in writing and signed by both parties. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.