SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. TO USE THE SOFTWARE ("PRODUCT") YOU MUST FIRST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT THEN YOU MAY NOT USE THE PRODUCT.
OnApplied LLC ("Company") may revise this agreement at any time. You should review this agreement with each new Product release.
Updated: April 1, 2018
Section 1. Intellectual Property Rights.
The Product is protected by copyright and other intellectual property laws, and all intellectual property rights in the Product belong to the Company. You may not publish, transmit, modify, create derivative works from, or reproduce the Product. Copying or storing the Product other than as permitted in Section 2 is expressly prohibited unless you obtain prior written permission from the Company.
Section 2. Permitted and Prohibited Uses.
You may use the Product under your individual account on computers for your personal use or for the internal business use of your organization. You may make a copy of the Product for archival purposes and may use such copy only when the original copy is not in use. You may not use the Product on an exclusive computer network or allow concurrent use of the Product or your account by more than one individual. You may not rent, lease or otherwise transfer the Product. You may not reverse engineer, decompile or disassemble the Product.
Section 3. Limited Warranty.
The Company warrants to the original purchaser or licensee that the Product will perform substantially in accordance with the Product documentation for the duration of your paid subscription period. This Limited Warranty applies only if the non-conformance is reported to the Company during the Warranty Period. It is void if the failure of the Product is the result of accident, abuse, misapplication, or inappropriate use of the Product.
Section 4. No Other Warranty.
TO THE EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES ON THE PRODUCT, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
Section 5. Exclusive Remedy.
The exclusive remedy for breach of this Agreement shall be, at the Company's option, either (a) the repair or replacement of the Product that does not meet the Company's Limited Warranty; or (b) a refund of the subscription price, if any, which you paid to license the Product; or (c) an extension of the license for another subscription period.
Section 6. Disclaimer of Consequential Damages.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF THE PRODUCT OR INABILITY TO USE THE PRODUCT, INCLUDING WITHOUT LIMITATION, COMPUTER FAILURE, WORK STOPPAGE OR ANY OTHER DAMAGES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 7. Limitation on Liability.
THE COMPANY'S LIABILITY SHALL IN NO EVENT EXCEED THE ACTUAL PRICE PAID FOR THE PRODUCT SUBSCRIPTION LICENSE.
Section 8. Export Control.
The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Product to countries or persons prohibited under the export control laws. By downloading the Product, you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export or re-export of the Product.
Section 9. Taxes.
You shall be responsible for the payment of all sales, use, and similar taxes relating to the license of the Product.
Section 10. Government Users.
If the Product is downloaded by or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), it is provided with Restricted Rights. Use, duplication, or disclosure of the Product by the U.S. Government is subject to restrictions as set forth in sub-paragraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252-227-7013 or sub-paragraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.
Section 11. General Terms.
This agreement is governed by the laws of the State of Minnesota. If any provision of this agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this agreement, which shall remain in full force and effect. No waiver of any term of this agreement shall be deemed a further or continuing waiver of such term or any other term. This agreement constitutes the entire agreement between you and the Company with respect to this transaction. Any changes to this agreement must be made in writing by an authorized representative of the Company.