This License Agreement (this “Agreement”) is made on the date you click the “Accept” button below and is between you (“Licensee”) and Parnell Corporate Services U.S., Inc., a Delaware corporation (“Licensor”). This Agreement governs your use of the mySYNCH Data Feeder software of Licensor and associated printed materials (“Software”). BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is not sold, and instead is only licensed for use, strictly in accordance with this Agreement.
GRANT OF LICENSE
Rights and Limitations of Grant: Licensor hereby grants to Licensee the following non-exclusive, non-transferable right to use the Software, with the following limitations:
Rights: Licensee may download, install, and use the Software on a single computer owned or leased by Licensee. Licensee may not copy the Software.
Limitation: No Reverse Engineering. Licensee may not reverse engineer, decompile or disassemble the Software or any portion thereof, nor attempt in any other manner to obtain the source code. Licensee will not create derivative works of the Software. Licensee agrees to not to use the Software for any purpose that is unlawful or prohibited by these terms and conditions, and to comply with any applicable local, state, federal and international laws, government rules or requirements. Licensee agrees not to use the Software in a way that infringes any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights. Licensee, at its own expense, will indemnify, defend and hold harmless Licensor, its subsidiaries, and any third-party service providers and third-party beneficiaries to this Agreement and their employees, directors, officers, representatives, agents and affiliates against any claim, suit, action, loss, damage, penalty, expense (including reasonable attorney’s fees and costs), or proceeding (collectively, “Loss”) arising from or related to Licensee’s use of the Software in any manner inconsistent with or in breach of this Agreement. Licensee will not enter into a settlement or compromise of any Loss without Licensor’s prior written consent, which shall not be unreasonably withheld.
No Separation of Components: The Software is licensed as a single product. Its component parts may not be separated or used separately from the other parts.
No Rental or Assignment: Licensee may not rent or lease or sublicense the Software, or transfer or assign this Agreement, to someone else.
This Agreement will automatically terminate if Licensee fails to comply with any of the terms and conditions hereof. In such event, Licensee must destroy all copies of the Software and all of its component parts. Licensee’s obligations under this License Agreement shall survive termination.
All title and copyrights in and to the Software (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the Software), the accompanying printed materials and any copies of the Software, are owned by Licensor. The Software is protected by copyright laws and international treaty provisions. Accordingly, Licensee is required to treat the Software like any other copyrighted End-User License Agreement material, except as otherwise allowed pursuant to this Agreement. Licensee acknowledges that all copies of the Software provided in any form or medium by Licensor are the sole property of Licensor.
INFORMATION AND PRIVACY
Licensor and the Software may collect personally identifiable information such as Licensee’s e-mail address, name, company name, home and/or work address and/or telephone number. Licensor collects and uses Licensee’s personal and business information to operate the Software and for research. Licensor may also use Licensee’s personally identifiable information to inform Licensee of other products or services available from Licensor and its affiliates. Licensor will share Licensor’s information with other users of the Software as part of the “benchmarking” features of the Software and research, but the shared information will not include personally identifiable information. Licensor may share the data with third party research institutions for analysis of trends and reporting, without sharing personal or cow identification data. Licensee represents and warrants to Licensor that Licensee has full rights to all information provided to and collected by Licensor or uploaded to the Software, and has full authorization to share said Information, including personally identifiable information, for the purposes described in this paragraph and to permit other parties described in this paragraph to collect, share and use such Information for the purposes described in this paragraph.
This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Kansas. The Kansas State Courts of Johnson County (or if there is exclusive federal jurisdiction, the United States Court for the District of Kansas) shall have exclusive jurisdiction and venue over any dispute arising out of this License Agreement and Licensee hereby consents to the jurisdiction of such courts.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
NO WARRANTIES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED ‘AS IS’ AND LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Release and Waiver: You hereby release Licensor from, and waive any and all claims you may have now or in the future with respect to, any loss, corruption, or destruction of any information about you or your business, including any software, such as DHMS programs and its associated database, that is accessed, stored, read, transmitted, or manipulated by the Software, except to the extent that such loss, corruption, or destruction, is directly caused by Licensor’s gross negligence or willful misconduct.
Other Limitations: Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable and if a court of competent jurisdiction in a final, non-appealable judgment finds the Software licensed to Licensee to be defective and to have directly caused bodily injury, death, or property damages, in no event shall Licensor’s liability exceed $25.00. Licensee acknowledges that the applicable license fee, if any, for the Software reflects this allocation of risk.