END USER LICENSE AGREEMENT
BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET
This EULA is a binding legal agreement between you (hereinafter "you" or "customer") and Metano IBC Services/Stone Brook Leasing, LLC (hereinafter "Licensor") for the materials accompanying this EULA, including the web-based software, associated media, printed materials and any "online" or electronic documentation (hereinafter the "Software"). By using the Software, you agree to be bound by the terms of this EULA.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.
1. Grant of License
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. This EULA grants you the following rights:
A. You may use, access, display and run only one copy of the Software, on a single computer, workstation or terminal ("Computer").
B. Your license rights under this EULA are non-exclusive. All rights not expressly granted herein are reserved by Licensor.
C. You may not sell, transfer or convey the Software to any third party without Licensor's prior express written consent.
2. Price and Payment
If you have not previously paid the license fee for the Software, then you must pay the license fee within the period indicated in the applicable invoice sent to you by Licensor.
3. Software Terms & Conditions
In order to use the Software you must agree to the following Terms and Conditions:
a) You agree to remain entirely liable for all activities conducted using the Software. You may permit an authorized employee, contractor, or corporate officer to use your account subject to the account holder's supervision and with assumption of all resulting liabilities
b) You agree to not attempt to gain unauthorized access to or tamper with any part of the Software.
c) You agree that data archived by Licensor for recovery purposes is the property of Licensor. Licensor reserves the right to charge you for restoring data from its backup system. Licensor makes no warranties of any kind, whether expressed or implied, as to the quality or reliability of these backups.
d) You are responsible for providing and maintaining the necessary cabling, hardware and software used for this service at the Licensor's site. All telephone company installation and recurring charges are the your responsibility. It is understood that Licensor does not own or control the telecommunications facilities used to access its network.
e) These Terms and Conditions may not be sold, transferred, or assigned without the prior written consent of Metano.
f) Licensor exercises no control whatsoever over the content of the information passing through its Software. Licensor makes no warranties of any kind, whether expressed or implied, for the service it is providing.
g) Licensor will not be responsible for any damage the customer suffers from use of the Software. This includes, but is not limited to, loss of data resulting from delays or service interruptions caused by Licensor 's own negligence, Licensor's vendors, other third parties, or the customer's errors or omissions. Use of any information obtained via the Software is at the customer's own risk. Licensor specifically denies any responsibility for the accuracy or quality of information obtained through the Software.
h) The Software may only be used for lawful purposes and in accordance with these Terms and Conditions. Transmission of any material in violation of any local, state, federal or international regulation(s) is prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret. The customer agrees to indemnify and hold harmless Licensor from any claims resulting from the customer's use of the Software which damages the customer or another party.
i) If any provision of these Terms and Conditions are held by a court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms and Conditions will remain in full force and effect.
j) Use of Licensor 's Software constitutes acceptance of these Terms and Conditions. These Terms and Conditions may be modified by Licensor at any time. Continued use of Licensor's Software following such modifications constitutes acceptance of these Terms and Conditions, as modified.
Terms and Conditions shall be deemed to have been made in
4. Replacement, Modification and/or Upgrades
Licensor may, from time to time, and for a fee, replace, modify or upgrade the Software. When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this EULA (unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the Software).
You may terminate this EULA at any time by destroying all your copies of the Software. Your license to the Software automatically terminates if you fail to comply with the terms of this agreement. Upon termination, you are required to remove the Software from your computer and destroy any copies of the Software in your possession.
A. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Licensor or its suppliers. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Software.
B. You may not reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide others with the Software in whole or part, transmit or communicate the application over a network.
7. Export Restrictions
You may not export, transmit or re-export software in violation of any applicable law or regulation including but not limited to Export Administration Regulations issued by the U. S. Department of Commerce.
8. Disclaimer of Warranties
LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU.
9. Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
dispute arising under this EULA will be subject to binding arbitration by a
single Arbitrator with the American Arbitration Association (AAA), in accordance
with its relevant industry rules, if any. The parties agree that this EULA will
be governed by and construed and interpreted in accordance with the laws of the
If any term of this EULA is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
12. No Waiver
No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA.
13. Entire Agreement
This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein.