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WebFlow Adapter Software License Agreement
---------------------------------------------------------------------- Layer3 Web Systems. WebFlow Adapter End-User License Agreement ---------------------------------------------------------------------- This End-User License Agreement (this "Agreement") is a legal contract between you, as either an individual or a single business entity and L3WS EIRL ("L3WS"). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING L3WS’S PROPRIETARY SOFTWARE (the "SOFTWARE") OR OBTAINING A LICENSE KEY TO TRY THE SOFTWARE OR USING THE SOFTWARE. THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE OR OBTAINING A LICENSE KEY TO THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST REFRAIN FROM ACCESSING, PURCHASING OR USING THE SOFTWARE. 1. License ==================================== 1.1. Grant of License. L3WS hereby grants to you, and you accept, a limited, nonexclusive license to use the Software in machine-readable, object code form only, and the user manuals accompanying the Software (the "Documentation"), only as authorized in this Agreement. For purposes of this Agreement, the "Software" includes updates, enhancements, modifications, revisions, or additions to the purchased version of the Software made by L3WS and made available to end-users through L3WS’ web site. Notwithstanding the foregoing, L3WS shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software. 1.2. Scope of Use. You may use one copy of the Software activated by a license key on a single server (virtual or physical) owned, leased, or otherwise controlled by you. If you have multiple license keys for the Software, you may make and use as many copies of the Software as you have license keys. For purposes of this Agreement, "use" of the software means loading the Software into the temporary or permanent memory of a computer. Installation of the Software on a network server solely for distribution to other computers is not "use" of the Software, and is permitted, as long as you have a license key for each server (virtual or physical) to which the Software is distributed. The Software may not be used on or distributed to a greater number of computers than you have license keys. If you use or distribute the Software to multiple users, you must ensure that the number of users does not exceed the number of license keys you have obtained, or you will be in breach of this Agreement. 1.3. Copies and Modifications. You may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control. 1.4. Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in the Software, Documentation, or license keys, as granted by this Agreement, to any party without prior written consent of L3WS. 2. Intellectual Property and Confidentiality ======================================================================== 2.1. Use Reporting, License Violations and Remedies. L3WS reserves the right to gather data on key usage including license key numbers, server IP addresses and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this End-User License Agreement. L3WS expressly prohibits simultaneous, multiple installations of our Software without prior written approval. Any unauthorized use shall be considered by L3WS to be a violation of this End-User License Agreement. L3WS reserves the right to remedy violations immediately upon discovery, by charging then the unauthorized keys to the customer having made the original, authorized purchase, or by any other means necessary. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this agreement. Any blocking of data required for compliance under this agreement is considered to be violation of this agreement and will result in immediate termination of this Agreement pursuant to Section 4. 2.2. License Automatic Update and Expiration. Your license may include an expiration date that can result in the termination of the license. For permanent (non-lease) license keys, the license validity is permanent, except if L3WS determines that a license is used in violation of the terms of this Agreement. If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify L3WS of such occurrence. A replacement license will be issued to you and the suspect license will be allowed to expire. For lease licenses, your monthly payment for each month must be processed prior to the expiration date in order for the license updates to be performed. It is your responsibility to contact L3WS regarding any potential expiration that you deem inappropriate. L3WS shall not liable for any damages or costs incurred in connection with the expired licenses. 2.3. Proprietary Rights to Software and Trademarks. You acknowledge that the Software and the Documentation are proprietary to L3WS, and the Software and Documentation are protected under international treaties and copyright law. You further acknowledge and agree that, as between you and L3WS, L3WS owns and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the Software or the Documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that L3WS uses in connection with the Software or with services rendered by L3WS are marks owned by L3WS. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks. 2.4. Confidentiality. You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Software, Documentation, or any license key to any third party. You will use your best efforts to cooperate with and assist L3WS in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof. 3. License Fees ==================================== The Software will be available to you for use upon your receipt of one or more license keys. Upon acceptance of this Agreement, you may obtain one or more license keys by paying the requisite license fees, using the procedure set forth on L3WS web site. The license fees paid by you are paid in consideration of the license granted under this Agreement. L3WS does not refund license fees. By accepting this Agreement, you agree that the payment of the software license is irrevocable and that you have no recourse to get a refund of all or part of the fees paid. 4. Term and Termination ==================================== This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until terminated. Without prejudice to any other rights, this Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. If you are leasing the Software, and fail to pay the applicable license fees, L3WS shall have the right to shut down your server. You may terminate this License Agreement at any time by: (i) providing written notice of your decision to terminate the Agreement to L3WS and (ii) either returning the Software, Documentation, all copies thereof, and all license keys that you have obtained to L3WS or destroying all such materials and providing written verification of such destruction to L3WS. L3WS may terminate this License Agreement if you breach any term of the Agreement by giving you written notice of your breach and L3WS’ decision to terminate the Agreement. Upon termination of the Agreement by L3WS, you agree to either return to L3WS the Software, Documentation, all copies thereof, and all license keys that you have obtained, or to destroy all such materials and provide written verification of such destruction to L3WS. 5. Indemnification ==================================== You will, at your own expense, indemnify and hold L3WS, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, "Claims"), arising out of any use of the Software by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement. 6. Disclaimer of Warranties ==================================== A. If you are a customer who is a consumer (someone who uses the L3WS Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization. B. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE L3WS SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE L3WS SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. C. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE L3WS SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND L3WS AND L3WS'S LICENSORS (COLLECTIVELY REFERRED TO AS "L3WS" FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE L3WS SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. D. L3WS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE L3WS SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE L3WS SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE L3WS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE L3WS SOFTWARE OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, OR THAT DEFECTS IN THE L3WS SOFTWARE OR SERVICES WILL BE CORRECTED. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. E. YOU FURTHER ACKNOWLEDGE THAT THE L3WS SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE L3WS SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. F. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY L3WS OR AN L3WS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE L3WS SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. 7. Limitation of Liability ==================================== TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL L3WS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE L3WS SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE L3WS SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF L3WS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall L3WS's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty euros (€50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 8. General Terms ==================================== 8.1. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the French laws, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the Court of Caen, Normandy, France. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such court and waive any objections to the jurisdiction or venue of such courts. 8.2. Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. 8.3. Survival. Articles 2, 5, 6, 7, 8, 9 and 10 of this Agreement and all Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely. 8.4. Headings. The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 8.5. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 8.6. Amendment. L3WS reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.L3WS.com, the most current version will prevail. If you do not accept amendments made to this agreement, then this license will be immediately terminated pursuant to Section 4. 8.7. Taxes. You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of L3WS. You shall reimburse L3WS for the amount of any such taxes or duties paid or incurred directly by L3WS as a result of this transaction. 9. Trial Version ==================================== L3WS may make available certain Software on an evaluation basis ("Trial Version"), in order for you to ensure that this software can be used in accordance to Your needs. Your use of Evaluation Software is governed by this Agreement as modified by this Section. If You have licensed Trial Version, then Your Software license is strictly limited to use for evaluation purposes during the evaluation period designated in the Order Documentation (or, if no period is designated, for thirty (30) days) (the "Evaluation Period"). In addition, the following specific provisions apply. When the Evaluation Period expires, Your license to use the Software automatically expires and the Software's capabilities may become restricted. You agree to promptly delete the Software, all copies thereof, and all associated documentation and resources associated to the Software. If You desire to continue to use the Software beyond the Evaluation Period, You will need to acquire a license for the applicable Fee. BY PURCHASING A LICENSE AFTER EVALUATING THE TRIAL VERSION, YOU ATTEST THAT YOU VERIFIED THE SOFTWARE CONFORMITY IN ACCORDANCE TO YOUR USE. Evaluation Software may not be complete or fully functional, and L3WS makes no warranties whatsoever about Evaluation Software. L3WS does not guarantee that it will continue to make available Evaluation Software under this Agreement or at all. 10. Entire Agreement and Reference Language ==================================== THIS LICENSE CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE USE OF THE L3WS SOFTWARE LICENSED HEREUNDER AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS REGARDING SUCH SUBJECT MATTER. NO AMENDMENT TO OR MODIFICATION OF THIS LICENSE WILL BE BINDING UNLESS IN WRITING AND SIGNED BY L3WS. ANY TRANSLATION OF THIS LICENSE IS DONE FOR LOCAL REQUIREMENTS. IN THE EVENT OF A DISPUTE BETWEEN THE FRENCH AND ANY NON-FRENCH VERSION, THE FRENCH VERSION OF THIS LICENSE SHALL GOVERN.
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