SOFTWARE END USER LICENSE AGREEMENT
This is a legal agreement between you and IO INFORMATICS, INC. (“IO”) regarding use of the Sentient "Knowledge Explorer - Personal Edition" software program (the “Software”). By clicking the button below marked [“I Accept”] or by installing or using the Software, you agree to be bound by the terms of this Software License Agreement (this “Agreement”). If you are installing the Software on behalf of an entity (such as a corporation), you hereby represent that you have authority to enter into agreements on behalf of such entity and agree that the term “you” as used herein shall apply to both you (and any other person using the Software on behalf of such entity) and such entity. If you do not agree to the terms of this Agreement, you are not entitled to use the Software and must click on the button marked [“I Decline”] or otherwise terminate the installation process.
1. License. Subject to the terms and conditions of this Agreement, IO grants you a non-exclusive, non-transferable, non-assignable license (without right of sublicense) to install and use one copy of the Software on your personal computer system in machine executable object code form. You may make one copy of the Software solely for your own emergency backup purposes, provided you include all copyright and trademark notices on the back-up copy.
2. Restrictions. The Software and any related documentation are protected by United States copyright law and international treaty provisions. You may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software without the prior written consent of IO. You may not assign this Agreement or any of the rights or licenses granted under this Agreement or rent, lease, or lend the Software to any person or entity. Any attempted sublicense, transfer, or assignment in violation of this Agreement is void.
3. Reference Feedback. As used in this Agreement, “Reference Feedback” means any comments, criticisms, reports, or other feedback, whether in oral or written form, you provide to IO regarding the function, features, and other characteristics of the Software including, without limitation, any errors, problems, or defects in, or suggestions for changes or improvements to, the Software. IO will have the right to use Reference Feedback for purposes it deems appropriate. By accepting this license agreement, IO is permitted in principle to use the customer’s company name and / or logo as a customer reference.
4. Ownership. You have no ownership rights in the Software or any related documentation. IO retains all right, title, and interest in and to the Software (including any changes, modifications, or corrections thereto) and any related documentation. You understand and agree that you will gain no right, title, or interest in or to the Software by virtue of your Feedback and that you do not now have, will not have, and will never claim to have, any proprietary rights (including intellectual property rights and trade secret rights) in or to the Software (or any changes, modifications, or corrections thereto). If you are ever held or deemed to hold any right in or to the Software (or any changes, modifications, or corrections thereto) by virtue of your Feedback, then you hereby irrevocably assign to IO all such rights. In the event that any such right cannot be so assigned, you hereby agree to waive enforcement worldwide of such rights against IO and grant to IO an exclusive license, with right to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and display, in any medium or format, whether now known or later developed, any and all property that is subject to such rights.
5. Protection of Confidential Information. You acknowledge that the Software contains proprietary trade secrets of IO. You agree not to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.
6. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND “WITH ALL DEFECTS,” AND YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. IO HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, MAINTENANCE, UPGRADES, DOCUMENTATION, SUPPORT, AND / OR FITNESS FOR A PARTICULAR USE OR PURPOSE. IO DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS IN ANY RESPECT, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE OR NONCONFORMITY TO ITS DOCUMENTATION CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO IO TO GRANT THE LICENSE CONTAINED IN THIS AGREEMENT.
7. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IO OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that IO may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of IO’s liability shall be the minimum permitted under such applicable law.
9. Termination. This Agreement is effective until it is terminated. You may terminate this Agreement at any time by destroying all copies of the Software and related documentation in your possession or under your control. This Agreement will automatically terminate if you violate any of the terms of this Agreement. Upon termination of this Agreement all license rights granted to you shall immediately terminate. All other provisions of this Agreement shall survive such termination.
10. Links. The Software may contain links to, and permit you to choose to link to, third-party Web sites or resources (“Linked Sites”). Such Linked Sites are not under IO’s control, and IO is not responsible for and does not endorse the content of such Linked Sites or any products or services available on or through such Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites and do so at your own risk.
11. Export Laws. You acknowledge that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Software. You agree that you will not export or re-export the Software in any form in violation of the laws of the United States or any foreign jurisdiction. You will defend, indemnify, and hold harmless IO from and against any violation of such laws or regulations by you. By installing or using the Software, you represent and warrant that you are not (a) a national or resident of any country to which the United States has embargoed goods, or (b) on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial and Prohibition Orders.
12. U.S. Government End Users. The Software and related documentation are “Commercial Items,” 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Software and related documentation are being licensed to U.S. Government end users (a) only as “Commercial Items,” and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
13. Miscellaneous. This Agreement is the entire agreement between you and IO with respect to, and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with an earlier version of the Software) concerning, the subject matter of this Agreement. This Agreement is governed by the laws of the State of California, USA, as such laws apply to contracts between California residents entered into and performed entirely in California (notwithstanding your place of residency). You agree that any dispute arising from or relating to this Agreement shall be brought exclusively in a court of competent jurisdiction, federal or state, located within the State of California, County of San Francisco, and in no other jurisdiction, and you hereby consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, such court. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. To the fullest extent permitted by law, the provisions of the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Failure by IO to prosecute any right with respect to a default hereunder will not constitute a waiver by IO of the right to enforce rights with respect to the same or any other breach.
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