APP-NEA SOFTWARE LICENSE AGREEMENT
APP-NEA, LLC (“APP-NEA”) IS PROVIDING SOFTWARE (THE “SOFTWARE”) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT EACH AND EVERY TERM SET FORTH IN THIS END USER LICENSE AGREEMENT (THIS “EULA”). PLEASE READ THE TERMS CAREFULLY BEFORE USING ANY APP-NEA SOFTWARE, BY CLICKING “ACCEPT” OR USING THE SOFTWARE OR ANY MODULE INDICATES THAT YOU ACCEPT THE TERMS.
1. LICENSE. App-Nea grants you a non-exclusive, nontransferable, non-sublicensable license to use the Software solely in connection with the App-Nea product(s). No copies of the Software may be made. The App-Nea product(s) are any products sold by App-Nea.
2. INTELLECTUAL PROPERTY RIGHTS. The Software is owned by App-Nea and is protected by U.S. copyright laws and treaties as well as other intellectual property laws and treaties. You must not remove or alter any copyright or other proprietary rights notices on any copies of the Software. The Software copy is licensed, not sold. This EULA does not grant you any rights in connection with any trademarks or service marks of App-Nea. You must not use, copy, or distribute the Software except as expressly permitted by this EULA. Title, interest, ownership rights, and intellectual property rights in and to the Software and accompanying printed materials shall remain in App-Nea and its suppliers.
3. RESTRICTIONS (a) No Transfer. You must not rent, lease, lend, sublicense or in any way distribute or transfer any rights in this EULA or the Software to third parties without App-Nea’s written approval, and subject to written agreement by the recipient of the terms of this EULA. (b) No Reverse-Engineering. You agree that you will not and will not attempt to, or allow any third party to (or make the Software available to any third party so that such party is able to), reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law. Reverse engineering includes, without limitation, decompiling, disassembly or otherwise deriving source code of the Software. In the event applicable law grants you the right to reverse engineer the Software notwithstanding this limitation, you must provide App-Nea with written notice prior to such reverse engineering activity, information sufficient regarding your intended method of reverse engineering, its purpose and the legal authority for such activity and must afford App- Nea a reasonable period of time before initiating such activity in order to evaluate the activity or challenge the reverse engineering activity with the appropriate legal authorities. You must refrain from such reverse engineering activity until such time as any legal challenge is resolved in your favor.
4. NO MAINTENANCE OR SUPPORT. App-Nea is not required to provide any updates or maintenance or support services with respect to the Software, however, from time to time, App- Nea may make available a new version, updates, patches, upgrades, modifications, extensions, functional improvements, error corrections, enhancements, revisions, or changes to the Software (collectively “Updates”).
5. TERMINATION. Either party may terminate this EULA effective immediately upon written notice. Upon termination, all licensed rights granted in this EULA will immediately cease to exist and you must immediately discontinue all use of the Software. This EULA automatically terminates without requiring written notice from App-Nea if you breach any of the terms of this EULA.
6. DISCLAIMER OF WARRANTIES THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, AND APP-NEA AND ITS SUPPLIERS HEREBY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
App-Nea does not warrant that the Software will be error-free, uninterrupted or free from viruses or other harmful components, defects or deficiencies. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
7. LIMITATION OF LIABILITY THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL APP- NEA OR ITS THIRD-PARTY SUPPLIERS AND LICENSORS BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION OR DATA) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF APP-NEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, APP-NEA’S, AND ITS THIRD-PARTY SUPPLIERS’ AND LICENSORS’ ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE AMOUNT PAID FOR THE TO APP-NEA FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
Some jurisdictions do not allow the foregoing limitations of liability, so the foregoing limitations may not apply to you.
8. EXPORT PROHIBITION. You must not export or reexport, or authorize the export or re- export of either the Software or any copy or direct product thereof, in violation of any applicable United States export laws, restrictions or regulations, including without limitation those of the U.S. Department of Commerce and the U.S. Department of Treasury. Without limiting the foregoing, you must not export the Software to Cuba, Iran, Iraq, Libya, North Korea, Rwanda or to any Group D:1 or E:2 country (or any national of such country) specified in the then-current Supplement No. 1 to Part 740 or in the Commerce Control List in the then-current Supplement No. 1 to Part 738, or in violation of the embargo provisions in Part 746 of the U.S. Export Administration Regulations (or any successor regulations or supplement).
9. DATA COLLECTION AND PRIVACY: You agree that App-Nea may collect anonymous statistics, such as the sequence of features used, to analyze use patterns and/or user trends to support its efforts to improve the Software. By using the Software, you agree to such data collection and further agree to allow log files of the statistics, of a relatively small and reasonable size, to be stored on your computer as a sequence of numbers, for a reasonable length of time. You understand and agree that by using the Software, that you may be electronically transferring information of a confidential nature. By using this software, you agree that you meet the applicable legal requirements to do so and that you are solely responsible to protect any confidential information kept or retained on your local machine or servers.
10. GENERAL. This EULA will be governed by and construed in accordance with the laws of the United States and the State of New York, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable). At App-Nea’s sole discretion, disputes under this Agreement may be resolved by arbitration or mediation provided that it occurs in the US. This EULA is the entire agreement between App-Nea and you and supersedes any other communications or advertising with respect to the Software. This EULA may be modified unilaterally by App-Nea or only by written agreement signed by authorized representatives of you and App-Nea. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect. A waiver by either party of any term or condition of this EULA or any breach thereof, in any one instance, shall not waive such term or condition.