GATHERWORKS END USER LICENSE AGREEMENT
Last updated October 4, 2012
GatherWorks Inc. ("GATHERWORKS
") is providing you a license to use the associated Software (the "Software
") and related printed or electronic materials (the "Documentation
") subject to the terms of this Software License Agreement (the "Agreement
IMPORTANT • PLEASE READ CAREFULLY
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND GATHERWORKS FOR THE SOFTWARE, WHICH INCLUDES COMPUTER SOFTWARE AND RELATED DOCUMENTATION. BY USING THE WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOLLOWING TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, YOU ARE REQUIRED TO DELETE ANY SOFTWARE FILES THAT YOU MAY HAVE DOWNLOADED.
The Software and Documentation are licensed for use, not sold, to you. Licenses can be obtained for single or multiple Individual Accounts and single or multiple Shared Accounts to install and use the associated Software and Documentation. All licenses are nonexclusive and nontransferable and may only be used on the number of computers for which you have obtained a license from GATHERWORKS. You agree that the Software and Documentation belong to GATHERWORKS. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software and Documentation from unauthorized disclosure or use. GATHERWORKS reserves all rights, title and interest to the Software and Documentation not expressly granted to you under this Agreement.
SCOPE OF LICENSE
The Software is licensed solely for your personal use or the internal business use of your business entity. The number of licenses you have obtained and the specifics regarding the type of account (Individual vs. Shared) determines the number of copies of the Software you can install and use either concurrently or non-currently. The license for a single Individual Account gives you the right to install and use one (1) copy of the Software on as many computers as you like as long as you are the only individual using the software and therefore can only hold one session at a time. The Computers must be owned by you or your business entity, or provided to you under a third party agreement. Each separate person or business entity is required to obtain a separate license from GATHERWORKS unless you have obtained a Shared Account then you are bound by how many people can use the Software at the same time. GATHERWORKS is not required to provide any maintenance or support services with respect to the Software under this Agreement.
You are not permitted, nor can you allow any third party, to:
- Modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restrictions) or create derivative works based on the Software or Documentation, or any portion thereof.
- Copy the Software or Documentation except as specifically provided by this Agreement. The Software is licensed as a single product.
- Separate the Software's component parts for use on more than one (1) computer.
- Sell, rent, lease, lend or otherwise transfer the Software or Documentation on a permanent or temporary basis.
- Remove any proprietary notices, labels or trademarks on the Software or Documentation.
- Use GATHERWORKS or GATHERWORKS suppliers' name, logos, or trademarks in any manner including, without limitation, in your advertising or marketing materials, except to the minimum extent necessary to affix the appropriate copyright or other proprietary notices as required herein.
- Sublicense the Software, or assign, delegate or otherwise transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense, assignment, delegation or other transfer by you shall be void.
This license supersedes and replaces any previous license.
OWNERSHIP & COPYRIGHT
All title, ownership rights, and intellectual property rights in and to the Software and Documentation and any copies thereof are vested in and shall remain in GATHERWORKS and/or its suppliers. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software and Documentation or to any related patents, copyrights, trademarks or other intellectual property. The Software and the Documentation is protected by the copyright laws and other intellectual property laws of the United States and international treaties.
TERM AND TERMINATION
LIMITATION OF LIABILITY AND REMEDIES
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW: (I) IN NO EVENT WILL GATHERWORKS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, EVEN GATHERWORKS OR AN AUTHORIZED GATHERWORKS DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY; AND, (II) GATHERWORKS' TOTAL LIABILITY UNDER THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, SHALL BE LIMITED TO A ONE TIME PAYMENT OF $1.
Some jurisdictions do not allow the exclusion or limitations of incidental or consequential damages so the above limitation or exclusion may be limited by law.
Unless a legal document signed by the CEOs of both parties exists to take precedence, this Agreement represents the complete and final agreement concerning the license granted hereunder and replaces any and all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder of this Agreement shall nonetheless remain in full force and effect. This Agreement shall be construed, governed, and enforced solely and exclusively by the law of the State of New Hampshire, USA, excluding conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You hereby agree that the courts located in the State of New Hampshire, USA, will constitute the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection with this Agreement and you hereby irrevocably consent to the personal jurisdiction and venue of such courts and irrevocably waive any objections thereto. You may not assign this Agreement to any third party without first obtaining the express written consent of GATHERWORKS and any assignment by you without such consent shall be null and void. GATHERWORKS may freely assign this Agreement to any third party.
The Software and related technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By installing or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you agree to comply with any other applicable U.S. export control laws and any local laws in your jurisdiction that may impact your right to import, export, or use the Software. By installing or using the Software, you are also representing and warranting that you will not use, or permit or authorize others to use, the Software in connection with the design, development, production, stockpiling or use of any chemical or biological weapons. You agree to defend, indemnify and hold GATHERWORKS harmless from any claims arising out of or relating to your violation of any such export control laws.
U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND
The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.
You agree to indemnify and hold GatherWorks harmless from and against any and all claims, actions, costs, losses, or liabilities based upon or arising out of any breaches of this Agreement or any infringements imposed by third parties pursuant to the terms of this Agreement. You shall indemnify, hold harmless and defend GatherWorks and its customers from and against any and all suits, actions, damages, costs, losses, expenses, including settlement awards and reasonable attorney’s fees, and other liabilities arising from use of its Services(s). You shall only indemnify, hold harmless and defend GatherWorks if you have not changed your actions within five (5) working days of being asked to do so by GatherWorks. If a third party informs you about such matters, you shall inform GatherWorks about the matter within five (5) working days. You also agree to hold GatherWorks harmless and to indemnify GatherWorks for and against transactions processed by you that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the transfer process, or from the use of stolen or misappropriated credit cards.