JPRODUCTIVITY, L.L.C. LICENSE TERMS
NOTICE: THIS JPRODUCTIVITY, L.L.C. SOFTWARE PRODUCT (TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, THE "PRODUCT") IS THE PROPERTY OF JPRODUCTIVITY, L.L.C. ("jProductivity"). THE PRODUCT IS MADE AVAILABLE TO YOU SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING THE PRODUCT. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.HTML" FILE PROVIDED WITH THE PRODUCT.
IF YOU DO NOT ACCEPT THIS LICENSE, THEN YOU MAY NOT INSTALL OR USE THE PRODUCT. ANY USE BY YOU OF THIS PRODUCT ALSO CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
Permission is hereby granted, free of charge, to any person obtaining a copy of this Product, to deal with the Product without restriction, including without limitation the rights to use, copy, publish, distribute, and sublicense copies of the Product, and to permit persons to whom the Product is furnished to do so, subject to the following License.
1. Ownership. The Product is proprietary to jProductivity. The Product is licensed, not sold, to you notwithstanding any reference herein to "purchases." You acknowledge and agree that: (a) the Product is protected under U.S. copyright and other laws; (b) jProductivity and its licensors retain all copyrights and other intellectual property rights in the Product; (c) there are no implied licenses under this License, and any rights not expressly granted to you hereunder are reserved by jProductivity; (d) you acquire no ownership or other interest (other than your license rights) in or to the Product; and (e) jProductivity owns all copies of the Product, however made. You agree that you will not, at any time, contest anywhere in the world jProductivity’s ownership of the Product, nor will you challenge the validity of jProductivity’s rights in the Product. You have no rights hereunder to use any trademark or service mark belonging to jProductivity.
2. Competitive Product Restrictions.. You may not include the Product or any component thereof in any general-purpose software, library, component, or any other product that is generally competitive with or a substitute for the Product or any other jProductivity product offerings; nor may you use the Product to create a product or operate a service that is generally competitive with the Product or any other jProductivity product offerings, including any general-purpose software. The foregoing restriction does not apply, however, to your use of the Product to develop "plug-ins" (i.e., integrations created using the Product’s API) so long as such plug-ins are designed to provide supplementary functionality to the Product. Products derived from this Product may not be called "JLIVEID" nor may "JLIVEID" appear in their names without prior written permission of jProductivity.
3. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS.
3.1 Certain Restrictions. Regardless of any modifications that you make and regardless of how you might compile, link, or package your Works: (a) you may not use jProductivity’s or any of its suppliers’ names, logos, or trademarks to market your Works, except to state descriptively that your Work was written using the Product; (b) all copies of the Works you create must bear a valid copyright notice, either your own or the jProductivity copyright notice that appears on the Product, and you may not remove or alter any jProductivity or its licensor’s copyright, trademark or other proprietary rights notice contained in any portion of the Product.
3.2 Relationship with End Users. There are no third party beneficiaries to this License. Consequently, jProductivity provides no warranty at all to any person and you will be solely responsible to your End Users (or anyone else who uses or acquires Works) for support, service, upgrades, or technical or other assistance, and such persons will have no right to contact jProductivity for any services or assistance. You will indemnify, defend and hold jProductivity, its licensors, its suppliers and each of their respective employees, officers, directors and affiliates, harmless from and against any claims or liabilities arising out of or related to the use, procurement, reproduction or distribution of your Works by third parties.
3.3 Third Party Software. The Product may include source code, redistributable files, and/or other files provided by a third party vendor ("Third Party Product"). Since use of Third Party Product might be subject to license restrictions imposed by the third party vendor, you should refer to the on-line documentation (if any) provided with Third Party Product for any license restrictions imposed by the third party vendor. In any event, any license restrictions imposed by a third party vendor are in addition to, not in lieu of, the terms and conditions of this License.
3.4 Other Rights. jProductivity hereby reserves all right, title and interest in the Product not expressly granted under this License.
4. Limitations. You may not: (a) modify, adapt, alter, translate, or create derivative works of the Product or merge the Product with other software other than as described in the Product’s accompanying documentation or as approved of in writing by jProductivity; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product; or (c) disclose or publish performance benchmark results for the Product. The rights granted under this License apply only to this Product. You must procure a separate license to use other jProductivity software. Furthermore, you may not permit your End Users to conduct the restricted activities limited by items (a) through (c) above insofar as they apply to this Product, and such End User’s sublicense rights to this Product are conditioned upon compliance with such limitations. The limitations in this Section 4 apply equally to your use of the Product, in whole or in part, including any component or and/or other files.
5. DISCLAIMER. THE PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. JPRODUCTIVITY HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE PRODUCT WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK FOR THE RESULTS OBTAINED USING THE PRODUCT. TO THE EXTENT THAT JPRODUCTIVITY 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.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.
6. SERVICES; UPDATES; PRODUCT CHANGES. jProductivity is not required under this License to provide any installation, training or other services to you. if, jProductivity provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this License, unless the modification is expressly provided subject to a separate license agreement. jProductivity reserves the right at any time not to release or to discontinue release of any Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Product.
7. Confidentiality. You acknowledge that the Product in source code form remains a confidential trade secret of jProductivity. You agree to hold this information in confidence, not disclose it to any person, and not use it for any purpose other than the use and operation of the Product as permitted under this License.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL JPRODUCTIVITY BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT, NEGLIGENCE OR OTHERWISE, EVEN IF JPRODUCTIVITY KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JPRODUCTIVITY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 8 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. TERM AND TERMINATION.
9.1 Term. The term of this License will begin as of the date that you receive the Product and will remain in effect unless terminated.
9.2 Termination for Convenience. You may terminate this License for any reason, or for no reason, by giving jProductivity five (5) days’ written notice.
9.3 Termination for Cause. jProductivity may terminate this License if you breach your obligations hereunder. jProductivity will effect such termination by giving you notice of termination, specifying therein the alleged breach. If your breach is curable, you will have a grace period of thirty (30) days after such notice is served to cure the breach described therein. If the breach is cured within the thirty (30) day grace period, then this License will remain in effect; otherwise, this License will automatically terminate upon the conclusion of the thirty (30) day grace period.
9.4 Effect of Termination. Upon the termination of this License for any reason the following terms shall apply: (a) all rights granted under this License will immediately terminate and you must stop all use of the Product; (b) you must return to jProductivity or destroy all copies of the Product provided to or made by you, and will, within ten (10) days after the effective date of termination, provide jProductivity with written certification that all such copies have been returned or destroyed; and (c) all provisions of this License will survive termination of this License for any reason.
10. GENERAL PROVISIONS.
10.1 Canadian Transactions. If you are subject to Canadian law, you agree to the following:
The parties hereto have expressly required that the present License and its Exhibits be drawn up in the English language. / Les parties aux présentes, ont expressément exigé que la présente Convention et ses Annexes soient rédigées en langue anglaise.
10.2 Hazardous Uses. The Product is not intended for use in connection with any application requiring fail-safe performance such as the operation of nuclear power facilities, air traffic control or navigation systems, weapons control systems, life support systems, or any other system whose failure could lead to injury, death, environmental damage or mass destruction. You agree that jProductivity will have no liability of any nature, and you are solely responsible, for any expense, loss, injury or damage incurred as a result of such use of the Product.
10.3 Governing Law. This License will be governed by and construed in accordance with the laws of the United States and the State of New York, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable).
10.4 Entire License; Severability. This License constitutes the entire, final and exclusive agreement between you and jProductivity regarding the specific license transaction described herein. If any provision of this License is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this License will remain in full force and effect.
10.5 Export Control. You may not directly or indirectly transfer the Product, including its documentation, to any country if such transfer would be prohibited by applicable law, including the U.S. Export Administration Act and the regulations issued thereunder. You agree to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country. You will be solely responsible for identifying and complying with all laws of any jurisdiction outside of the United States regarding the import, export or use of Products and technical data supplied by jProductivity. You will obtain at your own expense all licenses, permits or approvals required by any government to use the Product.
10.6 U.S. Government Rights. The Product is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Product with only those rights set forth in this License.
10.7 Waiver and Modifications. All waivers must be in writing. Any waiver or failure to enforce a provision of this License on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. This License may only be amended by a written document signed by both parties.
If you have any questions about this License, please contact your jProductivity authorized reseller or jProductivity.
If you agree to the terms and conditions of this License Agreement, this will be the legal equivalent of your signature on a written contract and the terms of this license shall be a legally binding agreement between you and jProductivity. You must agree to these terms and conditions in order to install and use the Product. If you do not agree with these terms and conditions then you may not install or use the Product, as jProductivity is unwilling to license the Product to you in such case. Any use by you of this Product also constitutes your acceptance of these terms
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