End user agreement for MARS Subscription
END USER LICENSE AGREEMENT
Date 24 March 2005
THANK YOU FOR CHOOSING MARS (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION). THIS LICENSE IS THE LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE CUSTOMER WHO HAS ACQUIRED MARS (“YOU”) AND CHRISTIANSTEVEN SOFTWARE LTD (“CHRISTIANSTEVEN”). PLEASE READ THIS AGREEMENT CAREFULLY.
CHRISTIANSTEVEN IS ONLY WILLING TO PROVIDE MARS TO YOU ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU ACCEPT THIS AGREEMENT BY INSTALLING OR USING MARS.
IF YOU DID NOT ACQUIRE MARS FROM CHRISTIANSTEVEN, OR AN AUTHORIZED CHRISTIANSTEVEN DISTRIBUTOR OR AFFILILATE (“AUTHORIZED DISTRIBUTOR”), THEN YOU MAY NOT ENTER INTO THIS AGREEMENT OR USE MARS. NO OTHER PARTY HAS THE RIGHT TO TRANSFER A COPY OF MARS TO YOU. CHRISTIANSTEVEN’S AUTHORIZED DISTRIBUTORS AND AFFILIATES ARE LISTED ON ITS WEB SITE.
IF YOU ARE UNWILLING TO ACCEPT THIS AGREEMENT, DO NOT USE MARS. IF YOU HAVE ALREADY PAID FOR MARS WITHOUT HAVING A PRIOR OPPORTUNITY TO REVIEW THIS AGREEMENT, AND ARE NOW UNWILLING TO AGREE TO THESE TERMS, YOU MAY, AND YOU HAVE NOT YET RECEIVED AN ACTIVATION CODE FOR THE PRODUCT, INFORM CHRISTIANSTEVEN, OR THE AUTHORIZED DISTRIBUTOR FROM WHOM YOU ACQUIRED IT, ALONG WITH PROOF-OF-PURCHASE, FOR A FULL REFUND. NO REFUND WILL BE GIVEN IF YOU HAVE ALREADY APPLIED FOR AND RECEIVED AN ACTIVATION CODE FOR THE PRODUCT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CHRISTIANSTEVEN AUTHORIZED DISTRIBUTORS DO NOT ACT AS AGENTS OF CHRISTIANSTEVEN, AND SUCH DISTRIBUTORS MAY NOT ENTER INTO ANY CONTRACTS ON BEHALF OF CHRISTIANSTEVEN. NO AUTHORIZED DISTRIBUTOR HAS THE AUTHORITY TO MODIFY THE TERMS OF THIS AGREEMENT.
A WORD TO OUR VALUED CUSTOMERS. Our goal is to help you succeed using MARS. We have crafted this Agreement to provide you the flexibility that you need to successfully distribute Microsoft Access Reports using MARS, while at the same time protecting CHRISTIANSTEVEN’s intellectual property. If you need to use MARS in a manner that is not permitted under this Agreement, please contact CHRISTIANSTEVEN to discuss alternative licensing arrangements. If you have any questions or concerns about this license, please contact CHRISTIANSTEVEN at mailto:email@example.com.
1. OWNERSHIP. MARS (exclusive of its physical packaging) is licensed. It is not sold, even if for convenience we make reference to words such as “sale” or “purchase.” MARS is protected by copyrights and other intellectual property rights. You agree that all worldwide copyright and other intellectual property rights in MARS and all copies of MARS, however made, are the exclusive property of CHRISTIANSTEVEN and its suppliers. All rights in MARS not expressly granted to you in this Agreement are reserved by CHRISTIANSTEVEN and its suppliers. There are no implied licenses under this Agreement.
2. HOW MARS IS LICENSED. MARS is a tool that enables you to run, export and distribute Microsoft Access Reports. From time to time CHRISTIANSTEVEN will add extra functionality that may or may not allow you to perform other functions with MARS. Not all functionality in MARS is listed, but the latest list of functionalities you are entitled to use is listed at http://www.christiansteven.com/editionfunctionality_mars.htm. If you want to use MARS for any other purpose, then you must purchase, from CHRISTIANSTEVEN or its Authorized Distributor, one or more of the relevant licenses under Section 5. If you are a commercial developer, or you are otherwise developing applications for distribution to third parties, and you wish to include MARS as part of your solution you must formalize this arrangement and seek CHRISTIANSTEVEN’s permission before implementing your solution. The term “Solution” means a process that you create using or including MARS that has substantial added value and functionality over MARS, is not merely a set or subset of the functions provided by MARS, and that may or may not directly expose the interfaces of MARS to end users of the Solution.
3. LICENSE AND ACTIVATION CODES. For each license granted to you under this Agreement, other than evaluation licenses, CHRISTIANSTEVEN will provide you with a unique activation code for use by you. You are required to apply for an activation code for each unique installation of MARS. You may apply for an activation code by following the on-screen instructions which are presented to you on first use of MARS following installation. You will also be provided with a License Code and a Customer Number. The License Code and Customer Number are unique to your Company/Establishment and are accepted for all installations of MARS within your Company/Establishment and are subject to the licensing restrictions described in the Edition Functionality Matrix shown at http://www.christiansteven.com/editionfunctionality_mars.htm. Purchase of MARS entitles you access to our “Members Area” for a period not exceeding 12 months after the date of purchase. You will be provided with instructions and credentials to access this secure area on our website. The activation code, License code, Customer Number, Member Area credentials and this document is your proof-of-license. Retain a copy of all these for your records. Your license to use MARS cannot be transferred to another Company/Establishment. If a particular license granted under this Agreement is for a specified term (subscription, lease, partner use and other similar licenses only), then the activation code issued under that license will expire – and the corresponding copy of MARS will no longer continue to operate – upon expiration of the limited license term. IN THAT CASE, YOU WILL NO LONGER BE ABLE TO ACCESS ANY SCHEDULES THAT YOU HAVE CREATED USING THAT COPY OF MARS. To continue using MARS after such expiration, you will need to purchase a new license or renew your existing license from CHRISTIANSTEVEN, if available, at then-current prices and terms.
4. RESTRICTIONS. For each license that you purchase under this Agreement, CHRISTIANSTEVEN grants you a personal, non-exclusive, non-transferable, license during the term of this Agreement to install and execute the accompanying version of MARS, only on computers in your possession solely for use by you (if you are an individual) or by one or more persons in your employ (if you are an entity) to develop, test, support and maintain schedules, so long as you comply with this Agreement. You may not distribute, sublicense or otherwise transfer licenses.
5. MARS EDITIONS. There are eight Editions of MARS. You may not purchase more than one edition. To install and use MARS on more than one PC or Server within your establishment, you must purchase an Enterprise Edition or Higher. If you wish to install and use MARS on more than one PC or Server which are situated at different geographical locations, but form part of your Company or Establishment, you must purchase an Enterprise Pro Edition or Higher. The Edition that you purchase will be indicated on the applicable invoice or receipt and can also be viewed by going to Help – About in MARS. If you require a different deployment model, please contact CHRISTIANSTEVEN to discuss alternative license arrangements. Full details of your functionality and other entitlement are listed in the Edition Functionality Matrix which can be viewed at http://www.christiansteven.com/editionfunctionality_mars.htm.
6. MULTIPLEXING. Multiplexing is the use of hardware or software to allow multiple Users to access MARS concurrently while sharing a session or otherwise consuming only a single license seat. Multiplexing is not permitted under this Agreement except where a Corporate Edition has been purchased. Regardless of how many tiers of hardware or software exist between Users and MARS, your Applications and Users must always provide a separate persistent session for each User who accesses the MARS, and you may only have as many sessions open at one time as the number of concurrent users authorized by CHRISTIANSTEVEN for the license under which that MARS is used. You may not combine transactions from multiple users onto a single session. If you are concerned about how to apply these multiplexing license restrictions for a particular Application, please contact CHRISTIANSTEVEN for clarification or to request an alternative license arrangement.
7. DISTRIBUTION. Distribution Is Permitted. CHRISTIANSTEVEN grants you a personal, non-exclusive, non-transferable license to distribute the MARS without any modifications, with Solutions that you create under this Agreement, so long as you purchase and sublicense one or more Edition licenses for each Solution that you distribute to each Customer.
8. WORKING WITH CHANNEL PARTNERS. Under Section 7, you may distribute MARS through distributors, VARS and OEMs and other resellers, so long as each copy of the MARS that you distribute is bundled with or incorporated into one of your Solution, you make it clear to your resellers that MARS is licensed not sold, and you require your resellers to comply with all of the obligations imposed on you under this Agreement with respect to MARS.
9. CONTRACTS WITH CUSTOMERS. Before you or your reseller provides a copy of the MARS to a Customer, you or your reseller, as the case may be, must enter into a written, legally-enforceable sublicense agreement with that Customer which:
(a) expressly affirms that MARS is “licensed not sold”;
(b) grants the Customer a nontransferable, nonexclusive license to install and execute MARS for use with a single Solution in accordance with the corresponding Edition license or licenses that you have purchased for that Customer;
(c) prohibits the Customer from distributing, sublicensing, leasing, renting, assigning, or otherwise transferring MARS or any License code;
(d) prohibits the Customer from decompiling or disassembling MARS except to the extent expressly permitted by applicable law and then only for the limited purposes specified in that law;
(e) prohibits the Customer from using the same License code to install MARS in any manner that exceeds the scope of the Edition license under which the License code is provided;
(f) effectively excludes for the express benefit of CHRISTIANSTEVEN all warranties and conditions, express and implied, including warranties or conditions of title, and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; and
(g) effectively excludes for the express benefit of CHRISTIANSTEVEN all liability for damages, including direct, indirect, special, incidental and consequential damages (such as lost profits) or other damages of any kind arising out of the use of Solutions or MARS.
Such sublicense agreements must name CHRISTIANSTEVEN as an express third party beneficiary. You must enforce such agreements with the same diligence that you use to enforce similar agreements for other software that you distribute, but in no event less than reasonable efforts. Customers need not physically sign the sublicense agreement unless a signature is required under applicable law to create an enforceable contract.
10. DISTRIBUTION RESTRICTIONS. If you distribute MARS as part of a Solution, then you must include any and all third party license files. You will not: (a) grant (or authorize your resellers to grant) a Customer rights to use MARS that are broader than the Edition license you have purchased for distribution to that Customer; (b) distribute, sublicense, lease, rent, assign, or otherwise transfer MARS to any other party except as expressly permitted by this Agreement; or (c) distribute any component of MARS that can be used to develop a competitive Application. You must provide a valid copyright notice in your name on each Solution that you distribute with MARS. The distribution rights are personal to you and cannot be sublicensed, assigned or otherwise transferred.
If you distribute MARS on its own (and not as part of a Solution), then this license grants you the rights to make as many copies of the Installation package of the Evaluation Edition of MARS as you wish; give exact copies of the original Installation package of the Evaluation Edition to anyone; and distribute the Installation package of the Evaluation Edition of MARS in its unmodified form via electronic or any other means. There is no charge for any of the above. You are specifically prohibited from charging, or requesting donations, for any such copies, however made.
11. RELATIONSHIP WITH CUSTOMERS. You will be solely responsible for your Solutions and any services provided to your Customers. CHRISTIANSTEVEN and its Authorized Distributors make no warranty, and have no obligation to provide support or other services to your Customers. You will defend and indemnify CHRISTIANSTEVEN and its suppliers and Authorized Distributors from any claims or liabilities arising from or related to your Solutions or Customers, including claims based on the performance or non-performance of MARS. You must enter into transactions with your Customers on your own account and not on behalf of CHRISTIANSTEVEN.
12. OPEN SOURCE. You may not incorporate into any Solution that you distribute to others any “open source” or other code that is licensed to you by a third party under the condition or requirement that any programs incorporated into, derived from or distributed with such code be disclosed or distributed in source code form or distributed at no charge.
13. EVALUATION LICENSE. If you have received a copy of MARS from CHRISTIANSTEVEN or its Authorized Distributor, but have not yet purchased a license to use MARS, then CHRISTIANSTEVEN grants you a personal, non-transferable, non-exclusive, limited license to install and execute MARS for your own internal use solely for purposes of evaluating MARS for no more than thirty (30) days. You will not be required to enter an authorization code to install and use MARS under this evaluation license. When MARS is used on an evaluation basis, it will have the full functionality described in the Edition Functionality Matrix SHOWN at http://www.christiansteven.com/editionfunctionality_mars.htm and attributed to the Corporate Edition. If you wish to extend the evaluation period, you may do so by contacting CHRISTIANSTEVEN at mailto:firstname.lastname@example.org.
14. DEMONSTRATION LICENSE. CHRISTIANSTEVEN may at your request grant you a deployment license on a demonstration basis. MARS deployed under a demonstration license may have limited features and functionality. You may sublicense such demonstration licenses to your Customers and prospective Customers for the sole purpose of allowing them to evaluate a solution for up to thirty (30) days from the date of installation or such shorter time period as specified by CHRISTIANSTEVEN. UPON EXPIRATION OF THIS TIME PERIOD, MARS WILL STOP WORKING AND YOU AND YOUR CUSTOMERS WILL NO LONGER BE ABLE TO USE THE SOLUTION UNLESS YOU PURCHASE A REGULAR EDITION LICENSE AT CHRISTIANSTEVEN’S THEN-CURRENT TERMS AND PRICES.
15. BACKUP COPIES. You may make a reasonable number of backup copies of MARS during the term of this Agreement so long as you do not use such backup copies for any purpose other than to replace the original copy of MARS provided to you by CHRISTIANSTEVEN if such copy is damaged or destroyed. You may make and authorize others to make a reasonable number of backup copies of MARS solely to replace copies of Solutions that are damaged or destroyed.
16. PROHIBITED USES OF MARS. You may not do (or permit others to do) any of the following: (a) modify, adapt, alter, translate, or create derivative works of MARS; (b) reverse engineer, decompile or disassemble MARS, or otherwise attempt to derive the source code of MARS except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (c) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of CHRISTIANSTEVEN or its suppliers on MARS, including any copies of MARS that you are permitted to make under Agreement; (e) use MARS as a tool to create other report distribution Applications; (f) circumvent, or provide or use a program intended to circumvent, technological measures (such as activation codes) that control installation or use of MARS; (g) use an activation code to install or use copies of MARS in any manner that exceeds the scope of the license under which the activation code is provided to you; or (h) otherwise reproduce or use MARS except as expressly permitted under this Agreement.
17. UPGRADES. The licenses granted under this Agreement cover any future maintenance releases, upgrades or other releases of MARS that you may acquire, at then-current prices and terms, from CHRISTIANSTEVEN unless such releases are subject to a separate license agreement. The provision of upgrades or other new versions or releases does not expand your license rights under this Agreement. If you acquired the accompanying copy of MARS as an "upgrade" to a previously-installed release or Edition (as indicated on the invoice, license certificate or product documentation provided to you by CHRISTIANSTEVEN or its Authorized Distributor in connection with MARS, or on the screens displayed by MARS when it is installed), then you may only use the upgrade if you have a valid license to that previously-installed release. Your rights to the previously-installed Edition licenses terminate once you install the upgrade.
18. NO SEPARATION OF COMPONENTS. You may not break MARS up into components and install the components on separate computers under a given license.
19. CONFIDENTIALITY. Technical information provided to you under this Agreement, including support information in emails is confidential and proprietary to CHRISTIANSTEVEN and may not be disclosed by you to third parties without CHRISTIANSTEVEN’s express permission.
20. HIGH RISK ACTIVITIES. MARS is not fault tolerant and is not intended for use in high-risk activities. You may not use MARS, in the design, construction, operation or maintenance of any nuclear facility or weapon of mass destruction, or for the purpose of aircraft navigation or control or any other activity in which the failure of MARS could result in loss of human life, personal injury or property damage.
21. SERVICES. There are no services provided under this Agreement. You are responsible for installing MARS on your computers as permitted under this Agreement. Support, maintenance and other services must be purchased separately.
22. FEES. License fees are subject to change. Please consult CHRISTIANSTEVEN or its Authorized Distributor as to current fees before placing an order. All license fees are non-refundable and non-cancelable except as expressly provided in this Agreement and do not include shipping, sales or use tax, withholding tax, excise tax, VAT or customs duties, all of which you are responsible for paying above and beyond the license fees due to CHRISTIANSTEVEN or its Authorized Distributor.
23. LIMITED WARRANTY. CHRISTIANSTEVEN warrants to you, the original purchaser, and to no one else, that, for a period of thirty (30) days after the initial delivery of MARS to you, the media, if any, on which MARS is provided to you will be free of defects in materials and workmanship. Your exclusive remedy for breach of this limited warranty is that CHRISTIANSTEVEN will replace any defective media that you return to CHRISTIANSTEVEN (or the Authorized Distributor from whom you acquired MARS) within the thirty (30) day warranty period. Any replacement media will be warranted as provided in this Section for the remainder of the original thirty (30) day warranty period or ten (10) days whichever is longer. This limited warranty does not apply to damage resulting from misuse, abuse or neglect. This limited warranty does not apply to any supplements or updates to MARS that are provided to you after expiration of the thirty (30) day warranty period.
24. DISCLAIMER OF WARRANTY. MARS IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. CHRISTIANSTEVEN HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT MARS IS ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF MARS. TO THE EXTENT THAT CHRISTIANSTEVEN MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
25. LIMITATION OF LIABILITY. IN NO EVENT WILL CHRISTIANSTEVEN OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE MARS, EVEN IF CHRISTIANSTEVEN OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF CHRISTIANSTEVEN AND ITS AUTHORIZED DISTRIBUTORS IN CONNECTION WITH THIS AGREEMENT AND MARS, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU PAID TO USE MARS FOR THE PARTICULAR LICENSE UNDER WHICH LIABILITY HAS ARISEN (NOT INCLUDING FEES FOR SERVICES OR PRODUCTS OTHER THAN MARS). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. YOU ACKNOWLEDGE THAT THE LICENSE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT CHRISTIANSTEVEN WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO LICENSOR OR OTHER SUPPLIER OF CHRISTIANSTEVEN WILL HAVE ANY LIABILITY TO YOU, WHETHER IN CONTRACT, IN TORT OR OTHERWISE UNDER THIS AGREEMENT OR IN RELATION TO MARS. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.
25. TERMINATION. This Agreement will remain in effect until terminated as provided below. If a particular license granted to you is for a limited term (as indicated on the applicable invoice, license certificate or other product documentation provided to you by CHRISTIANSTEVEN or its Authorized Distributor in connection with MARS, or on the screens displayed by MARS when it is initially installed), then that license terminates upon expiration of that term. You may terminate this Agreement at any time and for any reason, by giving written notice to CHRISTIANSTEVEN. CHRISTIANSTEVEN may terminate this Agreement, effective immediately upon written notice to you if you (a) fail to pay any portion of the license fees when due and fail to cure such non-payment within thirty (30) days after receipt of notice of same, or (b) if you otherwise breach any provision of this Agreement. Upon expiration or termination of this Agreement, you must erase or otherwise destroy all copies of MARS other than copies of the MARS that you have distributed to Customers in accordance with this Agreement, and your rights hereunder will immediately end. Notwithstanding the foregoing, Sections 1, 3, 7, 10, 11, 12, 13, 14, 15, 16, 18, 19, 22, 23, 24 AND 25 will survive expiration or termination of this Agreement for any reason. The termination of this Agreement will not affect the authorized sublicense rights granted by you to Customers to use MARS in or with Solutions that you provide, so long as you or your Customers have paid the applicable Edition license fees.
26. THIRD PARTY SOFTWARE PROGRAMS. MARS may contain or may be accompanied by certain open source and other programs (“Third Party Programs”) licensed by third party developers (“Third Party Developers”). Copyright notices for Third Party Programs will be provided in MARS’ “About” screen or in the documentation that accompanies MARS. Certain Third Party Programs are be subject to separate third-party license terms as specified by their respective Third Party Developers, and these terms are included in the documentation provided with MARS. By using MARS, you agree to comply with these third-party license terms for the benefit of the applicable Third Party Developer. Subject to any applicable third-party license terms, your use of Third Party Software contained in MARS is subject to this Agreement.
27. TRADEMARKS. No rights to use CHRISTIANSTEVEN’s logos or other trademarks are granted under this Agreement. If you would like to use CHRISTIANSTEVEN’s logos or other trademarks, please contact CHRISTIANSTEVEN to discuss becoming an authorized value-added reseller.
28. CHOICE OF LAW. This Agreement will be governed by the laws of England (United Kingdom) without giving effect to any choice of law principles that would require the application of the laws of a different country or state. If you acquired MARS from an Authorized Distributor located outside of England, then this Agreement will be governed by the law of the jurisdiction where such distributor resides. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (USA) do not apply to this Agreement.
29. COMPLIANCE WITH LAWS. You will comply with all applicable export and import control laws and regulations in your use of MARS and, in particular, you will not export or re-export MARS without all required government licenses. You will defend, indemnify, and hold harmless CHRISTIANSTEVEN and its suppliers and Authorized Distributors from and against any violation of such laws or regulations by you. If any approval or registration of this Agreement, or any sublicense under this Agreement, is required with government authorities where you reside, operate or distribute Applications, then you will secure such approval or registration at your own expense as a condition to your right to use or distribute MARS under this Agreement.
30. RECORDS. CHRISTIANSTEVEN is entrusting you to keep track of the sublicenses that you grant to your Customers. Therefore, during the term of this Agreement and for one (1) year after its expiration or termination, you will keep reasonably complete records of your distribution of MARS (including the names and addresses of third parties to whom you distribute MARS) and will permit CHRISTIANSTEVEN or its representatives to review and verify those records to ensure compliance with this Agreement, unless such review is prohibited by applicable law, including any privacy or other law that restricts your ability to share personally-identifiable information. CHRISTIANSTEVEN will give you at least ten (10) days advance notice of any such review and will conduct the same during normal business hours in a manner that does not unreasonably interfere with your normal operations. CHRISTIANSTEVEN will treat your records as your confidential information.
31. RELATIONSHIP BETWEEN PARTIES. The parties are independent contractors and neither party is the agent, partner, employee, fiduciary or joint venturer of the other party under this Agreement. You may not act for, bind, or otherwise create or assume any obligation on behalf of CHRISTIANSTEVEN.
32. ASSIGNMENTS. You may not assign or transfer, by operation of law or otherwise, any of your rights under this Agreement to any third party without CHRISTIANSTEVEN’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. CHRISTIANSTEVEN may freely assign its rights or delegate its obligations under this Agreement.
33. LANGUAGE. This Agreement is in the English language, and its English language version will be controlling over any other translation except as otherwise required by applicable law.
34. REMEDIES. Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. You acknowledge that MARS contains valuable trade secrets and proprietary information of CHRISTIANSTEVEN and its suppliers, that any actual or threatened breach by you of this Agreement by you will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
35. WAIVERS. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
36. USE OF MICROSOFT ACCESS REPORTS AND ASSOCIATED COMPONENTS. MARS does not have any Microsoft Access Reports components included in it. MARS uses the components already existing on your PC or Server to read and export the scheduled reports. To see more about the type of components, where to obtain them and the conditions of use visit http://www.christiansteven.com/marsprereq.htm. It is your responsibility to ensure that in the use of these components you comply with your Microsoft Access Reports End User License Agreement. By using MARS, you confirm your agreement with the Microsoft Access EULA and take responsibility for ensuring you obtain the correct Microsoft Access Reports licenses for your purposes.
37. ENTIRE AGREEMENT. This Agreement constitutes the final and entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms of any purchase order or similar document submitted by you to CHRISTIANSTEVEN or its Authorized Distributor will have no effect.
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