SOFTWARE LICENSE AGREEMENT AND SUPPORT CONTRACT
GRANT OF LICENSE TO INDIVIDUAL LICENSEES
Subject to the terms and conditions, we grant to Individual Licensees, and only you as an Individual Licensee, a single-user right and license to access and use Airiodion Global Services tools, products and services procured from us, and for which we have received payment of the applicable fees. This license is for a single person only and may not be transferred, sublicensed or assigned.
You shall not, and agree that you will not distribute or share any user name or passwords provided to you by us. Further, you agree not to share or distribute our Product or to make any copies thereof for any other individual’s or entity’s use; provided that Individual Licensees may export and share reports, charts, tables, reports, and finished (i.e., completely populated) templates using the Product, and may share such exported reports and templates but solely for use by you, your team, or your employer.
Except as expressly permitted by us, you shall not, nor allow or authorize any third party to (i) reproduce, allow use of or access to our Product, or sell, rent, lease, sublicense or otherwise transfer or assign any rights to access and use our Product, in whole or in part, to a third party; (ii) alter, enhance or otherwise modify or create derivative works of or from the Product; (iii) reverse engineer, decompile, translate, disassemble or attempt to discover any underlying ideas or algorithms of the Product (except to the extent such restriction is prohibited by applicable local law in order to obtain interoperability); (iv) remove or destroy any proprietary markings, confidential legends or any trademarks or trade names of Airiodion Global Services, Airiodion Consulting Group or our licensors placed upon or contained within the Product, (v) upload, post or transmit into this Product any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, including violations of the intellectual property rights or any other rights of a third party; or (vi) post or transmit into this Product any information, content or software which is subject to any open source or freeware license or contains a virus, cancelbot, Trojan horse, worm or other harmful component. Use, duplication or disclosure by the U.S. Government or any of its agencies is subject to restrictions set forth in the Commercial Computer Software and Commercial Computer Software Documentation clause at DFARS 227.7202 and/or the Commercial Computer Software Restricted Rights clause at FAR 52.227.19(c).
All title to any intellectual property rights in and to the Product you procure, including any accompanying documentation, are owned by us and/or our licensors. Except for the limited single-user license granted to Individual Licensees above, no rights are otherwise granted or transferred as a result of these End User Terms and Conditions.
Except as expressly permitted, you agree not to copy, sell, rent, lease or distribute any of our Products.
LIMITATION OF LIABILITY AND REMEDIES
Our Products are licensed to Individual Licensees “AS IS” and “AS AVAILABLE” and nothing in these End User Terms or Conditions grant any warranties to these Products. We do not make any representations or warranties to you, express or implied, and to the fullest extent permissible disclaim such warranties, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, FUNCTIONALITY, TITLE AND/OR NON-INFRINGEMENT. As further consideration for your ability to access this Product, you agree that, to the maximum extent permitted under applicable law, our entire liability to you and your exclusive remedy under these End User Terms and Conditions is, at our option, either (a) return of the price paid by you for any of the Product; or (b) repair or replacement of the Product.
YOU AGREE THAT Airiodion Global Services and Airiodion Consulting Group SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE PRODUCT, THE MATERIALS OR ANY OF THE CONTENT ACCESSED THROUGH OR DOWNLOADED FROM THE PRODUCT, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
REVISIONS TO THE AGREEMENT
We may, at any time, revise or modify these End User Terms and Conditions or impose new conditions for use of our Products. Such changes, revisions, or modifications shall be effective only when posted on Airiodion.com
Our Products are subject to U.S. export restrictions. You agree that you will not export any of our Products to any country, person, or entity in violation of any U.S. export restrictions. You specifically agree not to export such Products to any country to which the U.S. has embargoed or restricted the export of goods or services.
GOVERNING LAW AND VENUE
Notwithstanding the foregoing, we acknowledge and agree that the foregoing paragraph shall not apply with respect to licensees that have obtained rights to our Products pursuant to an agreement independent of these End User Terms and Conditions and such terms and conditions specify dispute resolution and governing law that differ from the foregoing.
Our failure to exercise or enforce any right or provision of these End User Terms and Conditions will not constitute a waiver of such right or provision. If any provision of these End User Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these End User Terms and Conditions will continue in full force and effect.