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End User License Agreement
General information
CCNet Managed Services stresses the following points, in addition to your General Terms and Conditions found on your individual contracts.
LICENSE GRANT. Subject to the provisions contained herein and payment
of applicable fees, CCNet Managed Services hereby grants to you a non-exclusive,
nontransferable, license to use its accompanying proprietary software
application products offered on the CCNet Managed Services web site ("Software",)
for your own use. Such Software is protected by the CCNet Managed Services
laws of the United States and international CCNet Managed Services treaties.
RESTRICTED USE. All rights not expressly granted herein are retained
by CCNet Managed Services and its licensors. Except as stated above, this
Agreement does not grant the Customer any intellectual property
rights in the Software. Customer shall not rent, lease, transfer
or sublicense the Software. Customer shall not under any circumstances
nor shall Customer permit a third party to (i) decompile, disassemble,
reverse engineer or otherwise attempt to reconstruct or discover
the source code of the Software or (ii) prepare derivative of the
Software or (iii) remove any product identification, CCNet Managed Services,
trademark or other notice from the Software. Any such copy made
by you shall be subject to this Agreement and shall contain all
of CCNet Managed Services's notices regarding CCNet Managed Services's, trademarks
and other proprietary rights as contained in the Software originally
provided to you.
TITLE. The Software's organization, structure, sequence, logic,
and source code are valuable to the Company. Any and all title,
ownership rights, and intellectual property rights in and to the
Software and Documentation shall remain at any and all times in
CCNet Managed Services and/or its suppliers. Title, ownership rights, and
intellectual property rights in and to the content accessed through
the Software is the property of the applicable content owner and
may be protected by applicable CCNet Managed Services or other law. This
License does not give Customer any rights to such content.
LIMITED WARRANTY. CCNet Managed Services warrants to the Customer, for
a period of ninety (90) days from the date of this agreement, installation
of Software, or use of services, whichever is earlier, that it will
replace any defective media on which the Software is provided and
that the Software, if not modified and if properly installed and
used, will substantially conform to the material specifications
set forth in the documentation, Such warranties are for the Customer's
benefit only and are not transferable. CCNet Managed Services does not warrant
that the Software will operate error free or uninterrupted or will
meet your requirements. Except for the express warranties stated
in this section, the Software are licensed "as is" and
CCNet Managed Services specifically excludes and disclaims all warranties
of merchantability, fitness for a particular purpose, statutory
non infringement of third party intellectual property rights and
any warranty that may arise by reason of trade usage, custom or
course of dealing and Customer hereby expressly waives any and all
such warranties.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE
OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL CCNet Managed Services OR ITS
SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTIER PERSON FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL,
WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTFER
COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF CCNet Managed Services'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION,
EYEN IF CCNet Managed Services SHALL HAVE BEEN INFORMED OF TFE POSSIBILITY
OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTFER PARTY. THIS LIMITATION
OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL
INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE,
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT
APPLY TO YOU. EXPORT CONTROLS. You may not download, use or otherwise
export the Software or any underlying information or technology
except in full compliance with all United States and other applicable
laws and regulations. In particular, but without limitation, none
of the Software or underlying information or technology may be downloaded,
used or otherwise exported or re exported (i) into (or to a national
or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea,
Iran, Syria 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 Deny Orders. By downloading 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.
TERMINATION. This Agreement is effective until terminated. CCNet Managed Services may terminate this Agreement immediately if Customer attempts
to reverse engineer the Software or otherwise violate any of the
restrictive uses as described herein. Otherwise, this Agreement
may be terminated by either party for a breach of any of its material
terms, provided the non-breaching party provides to the breaching
party 30 days written notice describing such breach and offering
the breaching party an opportunity to cure. Failure to cure a material
breach within the notice period shall result in automatic termination
of this Agreement. Should this Agreement be terminated for your
material breach, Customer agrees to remove all copies of the Software
or any part of the Software from any and all computer storage devices,
and destroy the Software and all Documentation. At CCNet Managed Services's
request, Customer or any of Customer's authorized signatory on the
account, shall certify in writing to CCNet Managed Services that all complete
and partial copies of the Software and the Documentation have been
destroyed and that none remain in Customer's possession or under
its control. The provisions of this Agreement except for the Section
1, "License Grant," shall survive.
MISCELLANEOUS. This Agreement represents the complete and exclusive
statement of the agreements concerning this license between the
parties and supersedes all prior agreements and representations
between them. It may be amended only by a writing executed by both
parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY
MADE CONDITIONAL ON YOUR ASSENT TO TIE TFRMS SET FORTH HEREIN, AND
CCNet Managed Services AGREES TO FURNISH TFE SOFTWARE AND DOCUMENTATION
ONLY UPON THESE TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER.
If any provision of this Agreement is held to be unenforceable for
any reason, such provision shall be reformed only to the extent
necessary to make. It enforceable, and such decision shall not affect
the enforceability (i) of such provision under other circumstances
or (ii) of the remaining provisions hereof under all circumstances.
Headings shall not be considered in interpreting this Agreement.
This Agreement shall be governed by and construed under the law
of CCNet Managed Services <state> as such law applies to agreements
between CCNet Managed Services <state> residents entered into and
to be performed entirely within CCNet Managed Services <state>, except
as governed by Federal Law. This Agreement will not be governed
by the United Nations Convention of Contracts for the International
Sale of Goods, the application of which is hereby expressly excluded.
U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure
by the Government is subject to restrictions set forth in subparagraphs
(a) through (d) of the Commercial Computer-Restricted Rights clause
at FAR 52.227-19 when applicable, or in subparagraph (c)(l)(ii)
of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement.
Contractor / manufacturer is CCNet Managed Services.
Updated 7/3/2008
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