END-USER LICENSE AGREEMENT
IMPORTANT: READ CAREFULLY BEFORE DOWNLOADING OR COPYING TO YOUR COMPUTER ANY FILE(S) CONTAINED HEREWITH.
THE STANDARD(S) AND OTHER INFORMATION PROVIDED HEREWITH ARE PROTECTED UNDER COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. BY DOWNLOADING ANY FILE PROVIDED HEREWITH, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PRIOR TO DOWNLOADING OR COPYING TO YOUR COMPUTER ANY FILES(S), YOU MUST DECLINE ACCESS TO SUCH MATERIALS.
- Subject to the terms and conditions of this Agreement and to the payment of all applicable fees, Social Accountability International (“SAI”) grants you a non-exclusive, non-transferable license to the materials contained herewith (the “Product”) to do the following:
- You may install one (1) copy of the Product on, and permit access to it by, a single computer owned, leased or otherwise controlled by you. In the event that the particular computer is replaced, you may transfer the Product to another computer, provided that the Product is removed from the computer from which it is transferred and the use of the Product on the replacement computer otherwise complies with the terms of this Agreement. Neither concurrent use on two or more computers nor use in a local area network or other network is permitted. You may make one (1) electronic copy the Product only for backup purposes.
- You may print one (1) copy of the .pdf documentation provided (the “Hard Copy”), solely for your personal or internal organizational use; provided, however that in the event of organizational use, once the Hard Copy is printed, the electronic copy shall not be used except (A) by the person in possession of the Hard Copy or (B) if the original Hard Copy is destroyed, to print a new Hard Copy. In no event shall any copies be made of the Hard Copy.
- You shall not, and shall not permit any third party to, merge, copy (except as expressly provided above), adapt, translate, modify, create derivative works, publish, publicly disclose, distribute, rent, lease, sell, sublicense, assign or otherwise transfer any of the Product, or remove any proprietary notice or label appearing on the Product.
- You acknowledge and agree that the Product is proprietary to and owned by SAI, and is protected under U.S. copyright and other intellectual property laws and international intellectual property treaties. You further acknowledge and agree that all right, title and interest in and to the Product, including all intellectual property rights, are and shall remain with SAI.
- You shall provide SAI or any designee of SAI with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with SAI and any of its designees to assure compliance.
- This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use, revocable in accordance with the terms of this Agreement.
DISCLAIMER OR WARRANTY AND LIMITATION OF LIABILITY:
- The product is provided “as-is” and “as-available.” SAI makes no, and hereby specifically disclaims any, warranty to you or any other person or entity concerning the product, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, completeness, use, accuracy, title and noninfringement. In addition, SAI makes no warranty that the product will meet your requirements, or that your use of the product will be uninterrupted, or error free. You acknowledge and agree that SAI’s obligations and liabilities with respect to the product are exhaustively defined in this agreement. You are responsible for the consequences of any use of any of the product (whether or not such use was consistent with the license granted hereunder).
- SAI shall not be liable to you or any other person or entity for any direct, indirect, incidental, special or consequential damages of any character resulting from
- the use or the inability to use the product,
- the cost of procurement of substitute goods and services,
- damages for loss of profits, revenue or goodwill, or
- any and all other causes, regardless of the form of the action, whether in contract, tort (including negligence), strict product liability or otherwise, even if any representative of SAI has been advised of the possibility of such damages. In no event shall sai’s total liability to you or any other person or entity arising out of or relating to this agreement exceed the prorated (over one (1) year from initial download) fee paid by you for the product.
- If at any time an allegation of infringement of any rights of any third party is made, or in SAI’s opinion is likely to be made, with respect to the Product, SAI may, at its option and at its own expense
- obtain for you the right to continue using the Product,
- modify or replace the Product or any portion thereof so as to avoid any such claim of infringement, or
- terminate this Agreement and refund a prorated (over one (1) year from initial download) amount of the fee paid by you for the Product. SAI shall have no obligation to you if any claim of infringement could have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 2(c) or to otherwise cease using the Product. This Section 2(c) states the entire liability of SAI with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by the Product.
SAI, its agents, representatives, publishers or distributors of the Product, or any of their respective directors, officers, employees, agents, representatives or members (the “Indemnified Parties”) shall have no liability for, and you shall defend, indemnify and hold each of the Indemnified Parties harmless from and against, any claim, loss, demand, liability, obligation and expenses (including reasonable attorneys’ fees and disbursements incurred by an Indemnified Party in any action or proceeding between you and any Indemnified Party, an Indemnified Party and a third party or otherwise) based upon or arising out of any injury or damage, loss, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product by you and/or any of your directors, officers, employees, representatives, agents or contractors.
This Agreement may be terminated immediately by SAI upon breach of any provision of this Agreement by you. Upon any termination of this Agreement, you shall immediately discontinue the use of the Product and shall within ten (l0) days either return the files(s) on diskette(s), if any, to SAI or certify in writing to SAI that the Product has been deleted from your computer, has been eliminated from your premises and that all copies have been destroyed.
GOVERNING LAW; ATTORNEY’S FEES:
This Agreement shall be governed by the laws of the State of New York without reference to its conflict of laws provisions and you further consent to the exclusive jurisdiction by the state and federal courts sitting in the State of New York and in the City of New York.
This Agreement constitutes the complete and exclusive agreement between SAI and you with respect to the subject matter hereof, and supercedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of SAI and you. 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
of such provision under other circumstances, or
of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement.
You may not load or export or re-export any of the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
BY ACCESSING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.