THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND ROXORITY LTD. (ROXORITY) FOR ROXORITY SOFTWARE, ASSOCIATED MEDIA AND PRINTED MATERIALS, AND MAY INCLUDE ONLINE OR ELECTRONIC DOCUMENTATION ("SOFTWARE"). BY INSTALLING, COPYING, OR OTHERWISE USING THE ROXORITY SOFTWARE PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE SOFTWARE LICENSE AND DISCLAIMER OF SOFTWARE WARRANTY BELOW. PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT INSTALL OR USE THE SOFTWARE.
"You" or "your" as used herein means the person or company who is being licensed to use the Software, as defined below. "We," "us" and "our" as used herein means ROXORITY Ltd.
The "Software" as referred to herein means the ROXORITY Software "FilterZen", a product that extends "Microsoft SharePoint" web sites to provide additional capabilities.
We hereby grant you a perpetual, non-exclusive, non-transferable, revocable license to use the Software on your server and client computers.
The total number of SharePoint "Site Collections" or "server farms" that the Software can be "activated" on (after 45 days of free trial use) shall be limited to the number of licenses which you purchase. For example, if you purchase 4 Site Collection licenses, you may activate the Software on up to 4 SharePoint Site Collections; if you purchase 2 server farm licenses, you may active the Software on unlimited Site Collections within up to 2 server farms.
Each license is issued to one unique Site Collection or server farm and cannot be transferred to another Site Collection or server farm.
The Documentation as referred to herein shall mean the written materials that you may receive in connection with the Software. We will remain the sole and exclusive owners of all right, title and interest in and to the Software and the Documentation.
ARCHIVAL OR BACKUP COPIES
You may copy the Software for back-up and archival purposes only, provided however, that at all times herein, the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above.
THINGS YOU MAY NOT DO
You agree and acknowledge that the Software and Documentation are proprietary works that are protected by the copyright laws of various nations. You may only use the Software and Documentation for the purposes and in accordance with the terms of this Agreement. You may not, without limitation:
- copy the Documentation,
- copy the Software except to make archival or backup copies as provided above,
- place the Software onto a server so that it is accessible via a public network such as the Internet, except as provided for above in "LICENSE GRANT,"
- sublicense, rent, lease or lend any portion of the Software or Documentation.
You acknowledge that any violation of this paragraph will cause us immediate and irreparable harm and that the damages which we will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this paragraph, we shall be entitled to the issuance of a restraining order, preliminary and permanent injunction without bond, restraining or enjoining such violation by you, your successors or assignees or any entity or person acting in concert with you. Such remedy shall be additional to and not in limitation of any other remedy which may otherwise be available to us by law.
You may assign all your license to use the Software and Documentation to another person or legal entity (the "Assignee"), provided however, that prior to such assignment, the Assignee undertakes in writing to be bound by your obligations under this Agreement. Any attempt to assign or transfer the license to the Software, the Documentation or this Agreement shall be ineffective, unless the assignment complies with the terms of this paragraph. Upon assignment of your license hereunder, you agree to transfer to the Assignee all of your copies of the Software and Documentation, including all copies of updates and prior versions of the Software and Documentation and you further agree and that you will retain no copies, including, without limitation, electronic copies stored on computer discs or drives.
DISCLAIMER OF WARRANTY
Except as otherwise provided herein, we warrant that the Software is free from defects in material and workmanship and will perform substantially in accordance with the Software documentation under normal use for one hundred eighty (180) days after the receipt of the Software. If you notify us within such one hundred eighty (180) day period of any claimed defect in the Software, we will at our sole option and expense, and as you sole remedy, either repair or replace the defective Software. Or, if we cannot repair or replace the Software then we will accept the return of the Software at our expense and refund the purchase price of the Software.
EXCEPT AS STATED HEREIN, THE SOFTWARE AND SERVICES OFFERED BY US ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY OTHER KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, RELIABLE, SECURE OR ERROR-FREE AND EXPRESSLY DISCLAIM ANY WARRANTIES AS TO THE MATERIALS CONTAINED THEREIN, THE SERVERS USED OR THE GOODS OR SERVICES OFFERED BY US.
EXCLUSION OF CERTAIN DAMAGES
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF A PARTY OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY. EXCLUDED FROM THE ABOVE LIMITATION OF LIABILITY IS LIABILITY FOR INDEMNIFICATION AS STATED HEREIN AND DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY.
TERM AND TERMINATION
This Agreement takes effect upon your acceptance of the terms of this Agreement and remains effective until terminated by either party in accordance with this Agreement. You may terminate this Agreement at any time by destroying all copies of the Software and Documentation in your possession and giving us prompt notice of same. This Agreement will automatically terminate if you fail to comply with any term or condition of this Agreement. Upon termination of this Agreement, you warrant and represent that you will immediately destroy all copies of the Software and Documentation or other materials provided to you hereunder, if any, that are still in your possession and provide us prompt written assurance of same.
Non-disclosure. You agree and acknowledge that the Software, its algorithms, protocols or interfaces, and the Documentation constitute proprietary and confidential information that belong to us (the "Confidential Information"). You also understand and agree that misuse and/or unauthorized disclosure of our Confidential Information could adversely affect our business. Accordingly, you agree that at all times you will (a) use and reproduce the Confidential Information only for the purposes of this Agreement and only to the extent necessary for such purpose; (b) restrict disclosure of the Confidential Information to your employees, consultants or independent contractors with a need to know and (c) not disclose the Confidential Information to any third party without our prior written approval. Notwithstanding the foregoing, it shall not be a breach of this Agreement for You to disclose Confidential Information if required to do so under law or in a judicial or other governmental investigation or proceeding, provided however, that You give us prior notice of the disclosure sought and You seek all reasonably available safeguards against widespread dissemination prior to such disclosure.
Remedies. You acknowledge that any violation of this paragraph may cause us immediate and irreparable harm and that the damages which we will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this paragraph, we shall be entitled to the issuance of a restraining order, preliminary and permanent injunction without bond, restraining or enjoining such violation by you, your successors or assigns or any entity or person acting in concert with you. Such remedy shall be additional to and not in limitation of any other remedy which may otherwise be available to us by law.
We will at our own expense defend and hold you fully harmless against any action asserted against you (and specifically including costs and reasonable attorneys' fees associated with any such action) to the extent that it is based on a claim that use of the Software and any documentation or other materials being licensed by or provided to you under this Agreement infringes any patent, copyright, license or other proprietary right of any third party. You shall promptly notify us in writing of any such claim. If as a result of any claim of infringement against any patent, copyright, License or other proprietary right of any third party, you are enjoined from using the Software, or if we believe that the Software are likely to become the subject of a claim of infringement, We will at our option and expense will procure the right for you to continue to use the Software, or replace or modify the Software so as to make them non-infringing, or if it cannot do so within a reasonable time period, refund the Software fees paid by you pursuant to the Agreement.
- This Agreement constitutes the entire agreement between you and us concerning the Software and Documentation and supersedes any prior or contemporaneous negotiations, discussions, understandings, purchase orders, communications, advertising or representations concerning the subject matter hereof.
- This Agreement may be modified or amended only in writing signed by you and us.
- In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorneys' fees and expenses from the other party.
- You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by any export laws, restrictions or regulations.
- The failure or delay of of either party to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.
- If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.