End user agreement for Aware
END-USER LICENSE AGREEMENT - AWARE SOFTWARE
THIS IS A LEGAL AGREEMENT ('AGREEMENT') BETWEEN STOTTLER HENKE ASSOCIATES, INC., D/B/A AWARE SEARCH ('LICENSOR') AND YOU. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT IF YOU (a) INSTALL OR USE ANY PART OF THE AWARE SOFTWARE AND RELATED DOCUMENTATION ('SOFTWARE') OR (b) CLICK THE ACCEPTANCE BUTTON ON THE ELECTRONIC VERSION OF THIS AGREEMENT.
1.GRANT OF LICENSE. Licensor hereby grants you a nonexclusive license to use the Software upon the terms and conditions set forth in this Agreement. Licensor reserves all rights not granted in this Agreement.
2.RESTRICTIONS ON USE. You may not (a) use the Software on more than one computer at a time without purchasing additional licenses, (b) copy the Software (except for one back-up copy), (c) sublicense, lend, lease or otherwise make the Software available to any third party (on the Internet or tangible media, by broadcast or in any other manner), (d) modify, adapt, or translate any part of the Software, (e) reverse engineer, decompile or disassemble the Software or otherwise attempt to obtain its source code, (f) remove or alter any copyright, trademark or other proprietary notice contained in the Software or (g) use the Software in any manner not set forth in this Agreement or the Software's documentation.
3.OWNERSHIP OF SOFTWARE. The Software contains copyrighted material, trademarks and other intellectual property that is provided by and belongs both to Licensor and to third parties ('Third Party Providers'). Licensor and the Third Party Providers own and will retain all title, ownership rights and intellectual property rights in and to the Software.
4.ASSIGNMENT. You may assign the Software to a third party only if they agree to be bound by the terms and conditions of this Agreement. If you assign the Software, your rights under this Agreement will terminate immediately and you may not retain the original or any copies of the Software.
5.TERMINATION. Your right to use the Software will automatically terminate if you fail to comply with any provision of this Agreement. If this Agreement is terminated you must (a) cease all use of the Software, (b) destroy the original and all copies of the Software and (c) delete all copies of the Software from the computer on which it has been installed.
6.DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, THE SOFTWARE IS PROVIDED 'AS IS.' LICENSOR AND THE THIRD PARTY PROVIDERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITATION OF THE FOREGOING, LICENSOR AND THE THIRD PARTY PROVIDERS DO NOT WARRANT THAT (a) THE SOFTWARE WILL BE ERROR-FREE, (b) YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, (c) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR (d) THE SOFTWARE WILL OPERATE WITH THE HARDWARE OR SOFTWARE CONFIGURATION YOU CHOOSE.
7.LIMITATIONS ON LIABILITY. IN NO EVENT WILL LICENSOR'S OR THE THIRD PARTY PROVIDERS' LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE PRICE PAID BY YOU FOR THE SOFTWARE.
8.EXCLUSION OF REMEDIES. IN NO EVENT WILL LICENSOR OR THE THIRD PARTY PROVIDERS BE LIABLE TO YOU OR ANY ONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR GOODWILL), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.YOUR SPECIFIC RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOUR SPECIFIC RIGHTS MAY VARY FROM JURISDICTION TO JURISDICTION.
10.Indemnity. You will indemnify and hold harmless Licensor and its representatives, agents, affiliates, directors, officers, employees, managers and shareholders (the 'Indemnified Parties'), and at the Indemnified Parties' option defend them, from and against any damage, loss, cost or expense (including without limitation, legal fees and costs) incurred in connection with any third-party claim, demand, proceeding or action ('Claim') brought against any of the Indemnified Parties arising out of (a) your use of the Software, including, without limitation, using the Software to access the search engines, databases or Web sites of third parties, or (b) any alleged breach by you of any provision of this Agreement. If you are obligated to indemnify Licensor, Licensor may, in its sole and absolute discretion, control the defense and disposition (including its possible settlement) of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the written consent of the Indemnified Parties.
11.EXPORT RESTRICTIONS. You agree that you will comply with all applicable export laws, restrictions, and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other any U.S. or foreign agency or authority. You agree not to export or re-export, or allow the export or re-export of the Software in violation of any such law, restriction or regulation, including, without limitation, export or re-export to Cuba, Iran, Iraq, Libya, North Korea, Syria or any other country subject to applicable U.S. trade embargoes, or to any party on the U.S. Export Administration Table of Denial Orders or the U.S. Department of Treasury List of Specially Designated Nationals and Blocked Persons, or to any prohibited destination in any of the Country Groups specified in the then current Supplement No. 1 to Part 740 or the Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations).
12.GOVERNMENT END-USERS. The Software is licensed to the U.S. Government with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and the Commercial Computer Software clause at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Stottler Henke Associates, Inc. 951 Mariner's Island Blvd., Suite 360, San Mateo, CA 94404.
13.MISCELLANEOUS. This Agreement will be binding upon and inure to the benefit of Licensor and our and your respective successors and permitted assigns. If any provision of this Agreement is determined to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision of this Agreement. Any waiver of any breach or failure to enforce any provision of this Agreement will not be deemed a future waiver of such term or a waiver of any other provision. Any waiver, amendment, supplementation or modification of any provision of this Agreement will be effective only if it is in writing and signed by Licensor and you. This Agreement will be governed by the laws of the United States and the State of California, irrespective of California's conflicts of law rules. Any action arising out of or relating to this Agreement may be brought exclusively in the appropriate state or federal court having jurisdiction over San Mateo, California, and Licensor and you irrevocably consent to the jurisdiction of such courts and venue. This Agreement constitutes the entire agreement between Licensor and you with respect to the subject matter of this Agreement. The prevailing party in any action or proceeding arising under, relating to or connected with this Agreement shall be entitled to recover from the other party the reasonable attorneys fees and costs incurred in such action or proceeding. Sections 6 through 10 and 13 will survive the termination of this Agreement.