End User License Agreement
End User License Agreement
Under this End User License Agreement (the "Agreement"), PCI Industries, Inc. (the "Vendor") grants to the user (the "Licensee") a limited, personal, non-exclusive, non-transferable, and non-sublicensable, internal use only, license (the "License") to use the Pottorff ® LIST ™ software (the "Software") in accordance with its applicable documentation.
- "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
- Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
- The Software may be loaded onto no more than one computer. A single copy may be made for backup purposes only.
- The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer, license, sublicense, or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not permit the Software to be used by any third party in any manner whatsoever.
- The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
- Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
- The Software is provided by the Vendor and accepted by the Licensee "as is". The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
- The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
- Every effort has been made in the preparation of the Software to insure its accuracy. However, the Vendor assumes no liability resulting from any errors or omissions in the Software or from the use of information obtained by using the Software. The Software operates, in part, based on certain information related to products and services provided by third parties unrelated to the Vendor, and the Vendor does not independently verify the accuracy of any such third party information. In no instance shall Licensee's use of the Software be construed as the Vendor providing any advice or guidance on which the Licensee should rely. The Software is meant to be but one tool that the Licensee uses in determining certain design elements, and the Licensee assumes the entire risk as to the results and performance of the Software and for Licensee's ultimate design decisions.
- The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
- The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software does not violate any other agreement or copyright.
- Other than the specific warranty in Section 12, Vendor makes no warranty or representation to Licensee, express or implied, with respect to the Software. The Vendor expressly disclaims any and all implied warranties of merchantability, and fitness for a particular purpose. The Vendor makes no warranty that any Software will perform error-free or uninterrupted, or that all errors therein can or will be corrected. The Vendor further disclaims any implied warranties arising from course of performance, course of dealing, or usage of trade.
- All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on installation of the Software.
- The term of this Agreement will begin on Acceptance and is perpetual, unless terminated.
- This Agreement will automatically be terminated and the License forfeited by Licensee in the event that the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. This Agreement may be immediately terminated for any reason by Vendor upon written notice of termination to Licensee. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
- The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, war, acts of terrorism, or any other unforeseen and uncontrollable event.
- The Parties to this Agreement submit to the jurisdiction of any federal, state or local court located within Tarrant County in the State of Texas, as well as to the jurisdiction of all courts to which an appeal may be taken from such court, for the enforcement of this Agreement or any award or decision arising from this Agreement. Licensee expressly and irrevocably waives any and all rights to bring any legal proceeding in or before any court or tribunal other than the courts described above. Licensee hereby expressly and irrevocably waives any and all objections that Licensee may have to venue, including, without limitation, the inconvenience of such forum, in any of such courts. This Agreement will be enforced or construed according to the laws of the State of Texas.
- This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
- This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
- If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement that are, in any way, inconsistent with this final written Agreement shall be of no value or relevance to the terms and conditions outlined in this Agreement. Only the written terms of this Agreement will bind the parties.
- This Agreement and the terms and conditions contained in this Agreement apply to and shall be binding upon the Vendor's permitted successors and assigns.
- All notices to the Vendor under this Agreement are to be provided at the following address: PCI Industries, Inc., 5101 Blue Mound Road, Fort Worth, TX 76106
Limitation of Liability
Warrants and Representations