... GROUNDWORK MONITOR COMMUNITY EDITION SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: THIS IS A CONTRACT. USER MUST ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT IN ORDER TO OBTAIN THE RIGHT TO USE THE SOFTWARE DESCRIBED BELOW. If User does not agree with the terms and conditions of this Software License Agreement, return the Software media and all related materials to GroundWork, Inc. (“GroundWork”) or to the distributor from whom Customer obtained or purchased it, or delete it from all media. If User does not agree to the terms of this Software License Agreement, User may not use the Software.
1. Ownership. GroundWork owns the GroundWork Monitor Community Edition software (the “Software”) and related documentation (the “Documentation”), which are protected by copyright and other intellectual property laws in the United States and other countries. GroundWork does not sell the Software and Documentation to User, but instead licenses them to User to use, subject to the terms and conditions of this Software License Agreement.
2. Software License. User is hereby granted an unlimited, revocable, non-exclusive, license to use the Software, in object code only, during the term of this Software License Agreement, which is unlimited.
3. Transfer. User may not transfer, assign or license the Software or the Documentation to any third party.
4. Copying. User may not copy the Software, except as reasonably necessary to run, install or use the Software in accordance with the uses for which User has been granted a license. User may also make one (1) copy of the Software for back-up or archival purposes.
5. Modifications. User shall not modify the Software or Documentation without GroundWork’s prior written consent. Any modifications made to the Software shall be the exclusive property of GroundWork and shall be considered part of the Software, subject to the terms and conditions of this Software License Agreement. User hereby assigns all right, title and interest User may have in any such modifications to GroundWork, and agrees to execute any documents reasonably requested by GroundWork to evidence GroundWork’s ownership of such modifications.
6. Restrictions. The Software, includes proprietary, trade secret-information of GroundWork. User agrees not to: reverse engineer, decompile, or disassemble the Software, or encourage any third party to reverse engineer, decompile, or disassemble the Software, or otherwise attempt to obtain any source code for the Software not provided to User by GroundWork, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. User agrees not to (i ) use the Software for the purpose of developing any product or service that competes with the Software, (ii) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer, Software, in whole or in part, to any third party, (iii) use Software for providing time-sharing services, any software-as-a-service, service bureau services or as part of an application services provider or other service offering (collectively, "SaaS Offering") where obtaining access to the Software or the features and functions of the Software is a primary reason or substantial motivation for users of the SaaS Offering to access and/or use the SaaS Offering ("Prohibited SaaS Offering") or (v) alter or remove any proprietary rights markings or notices in the Software .
7. Use by Others. User may not allow any third party to use the Software or have access to the Software, except for its employees and contractors working for User's benefit who have agreed in writing to the restrictions applicable to the Software under this Software License Agreement.
8. Third Party Software. The Software may contain or be provided with third party open source libraries, components, utilities and other open source software (collectively, the “Open Source Software”), which Open Source Software may have applicable license terms as identified on a website designated by GroundWork or otherwise identified in the documentation provided with the Software. Notwithstanding anything to the contrary in this Software License Agreement, use of the Open Source Software will be subject to the license terms and conditions applicable to such Open Source Software, to the extent required by the applicable licensor. To the extent any condition of this Agreement conflicts with any license to the Open Source Software, the Open Source Software license will govern with respect to such Open Source Software only.
Disclaimers and Limitations. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS.” GROUNDWORK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL GROUNDWORK BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR BUSINESS INTERRUPTION. THE TOTAL, AGGREGATE LIABILITY OF GROUNDWORK SHALL IN NO EVENT EXCEED THE GREATER OF (I) TEN DOLLARS ($10) OR (II) THE TOTAL PAYMENTS GROUNDWORK HAS RECEIVED FROM USER DURING THE YEAR IMMEDIATELY PRIOR TO THE EVENT ALLEGEDLY GIVING RISE TO THE CLAIM.
9. Term and Termination. This Software License Agreement will begin on the day that the Software is provided to User (the “Effective Date”) and continue in effect until terminated by GroundWork in its sole discretion. GroundWork may immediately terminate this Software License Agreement at any time by providing notice of termination to User. This Agreement will also automatically terminate, whether or not you receive notice of such termination from GroundWork, if User breaches any of its obligations under this Software License Agreement. In the event this Software License Agreement is terminated, User must immediately cease all use of the Software and destroy all copies of the Software and all of its component parts, including the Documentation.
10. U.S. Government Restricted Rights. If the Software or the Documentation is to be used by an agent or agency of the U.S. Government, then the Software and Documentation provided to Customer shall be “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (“FAR”) and its successors and 48 C.F.R. 227.7202 of the Department of Defense FAR Supplement (“DFARS”) and its successors. In accordance with FAR 12.212 or DFARS 227.7202, as applicable, the Software and Documentation are provided to all U.S. Government end users with only those rights set forth in this Software License Agreement.
11. Export. User shall be solely responsible for User compliance with applicable export and import laws in connection with use of the Software, and shall defend and indemnify GroundWork and any distributor for any liabilities arising from User's failure to so comply.
12. Independent Contractors. The relationship between and among GroundWork, User and any distributor is that of independent contractors, and nothing contained herein shall be construed a partnership, joint venture, co-ownership or otherwise as a joint or common undertaking or allow User to create or assume any obligation on behalf of GroundWork or any distributor for any purpose whatsoever.
13. Miscellaneous. This Software License Agreement shall be governed by, and construed in accordance with, the laws of the State of California and any applicable U.S. federal laws without regard to conflict of law provisions. The parties irrevocably consent to the jurisdiction and exclusive venue of the state and federal courts located in San Francisco, California, U.S.A., in connection with any action relating to this Software License Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Should User have any questions concerning this Software License Agreement, or if User desires to contact GroundWork for any reason, please contact us at GroundWork Open Source, Inc., 23332 Mill Creek Drive, Suite 155 Laguna Hills, CA 92653, USA.
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