License
END USER AGREEMENT, SOFTWARE LICENSE TERMS AND HOSTING TERMS
BEFORE YOU CLICK ON THE ACCEPT BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE ACCEPT BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT USE THIS SOFTWARE OR SERVICE.
This End User Agreement, Software License Terms and Hosting Terms (the "Agreement") is a legal agreement between you and Salas Associates, Inc., a Massachusetts corporation ("we" or "us") for the BlogBridge Feed Library. In this Agreement, the term "Software" means BlogBridge Feed Library, including computer software and associated media and printed materials, and may include online or electronic documentation. The term "you" means the company, entity or individual who is acquiring the license to use the Software under this Agreement; "both of us" means both you and us. The term "use" means storing, loading, installing, executing or displaying the Software.
SOFTWARE LICENSE TERMS.
License Fee. Except for Evaluation Licenses set forth below, this Agreement provides the terms and conditions of your use of Software upon your payment of the applicable license fee specified in a separate purchase order or similar memorandum between both of us ("License Fee"). This Agreement does not grant you any rights to use the Software unless and to the extent you have separately paid such License Fee.
License Grant - Usage in General. Except as otherwise specifically set forth below, subject to payment of the License Fee, we grant you and you accept the non-exclusive, non-transferable right to use the Software in source or object code form, on a single computer.
Evaluation License. We grant you and you accept the temporary, non-exclusive, non-transferable royalty-free right to use one copy of the Software in source or object form only, solely for evaluation purposes, but not for Commercial Use, during a one-time evaluation period of sixty (60) days from the date the Software is first used by you. "Commercial Use" means any use (internal or external), copying, sublicensing or distribution (internal or external), directly or indirectly, for commercial or strategic gain or advantage, including use in internal operations or in providing products or services to any third party. "Commercial Use" include use by an individual or non-profit (such as a university) in providing services to a third party. Evaluation for eventual Commercial Use is not "Commercial Use" so long as a commercial use license is obtained prior to Commercial Use.
Modifications. You may modify the source code of the Software; provided, derivative works you make by modifying the code are subject to the restrictions of this license. We do not claim any rights to code you create separately from the code licensed hereunder and combine in a collective work, but you agree to provide any such collective work to third parties only pursuant to a license agreement non inconsistent with the protection of our rights hereunder.
Content. To the extent that the Software enables you to access (on-line or otherwise) materials not supplied by us ("Content"), you should be aware that such Content is the property of the applicable Content owner and may be protected by applicable copyright law. This Agreement grants you no rights to Content.
Ownership. You acknowledge and agree that the Software is owned and copyrighted by us or our third party suppliers. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. All ownership rights remain in us or our third party suppliers, as the case may be.
Copies. Subject to payment of any applicable Licensing Fee, you may make copies of the solely for backup or archival purposes, for the purposes of making authorized modifications under the above provisions, or when copying is an essential step in the authorized Use of the Software. You must reproduce all copyright and other proprietary or restricted rights notices in the original Software on all authorized copies.
Transfer. You may transfer your license to the Software only upon the terms of this section. You must deliver the original and all complete, partial or electronically stored copies of the Software and related documentation to the transferee. You may not retain any copies of the Software or related documentation, and any copies you have made which you have not transferred to the transferee you must destroy. Your license will automatically terminate upon any transfer of the Software. You have no right to sublicense, loan, rent or lease the Software.
THIRD PARTY SOFTWARE.
We may provide to you certain software which is specifically labeled as being provided by and/or owned by third parties ("Third Party Materials"). You shall be licensing such Third-Party Materials directly from the third party provider, including the right to use such Third Party Materials in connection with the Software.
Certain of the Third Party Materials supplied by us for use with the Software are governed by open-source software license agreements supplied with such Third Party Materials, such as the GNU Public License. We make no claim of ownership of such open-source software, and such software is supplied solely in accordance with the license agreements accompanying such software. Accordingly, the restrictions above under "SOFTWARE LICENSE TERMS" concerning scope of use, ownership, modification, confidentiality and other provisions relating to the Software do not apply to such open-source software. However, the disclaimer of warranty and limitations of liability below under "SOFTWARE WARRANTY" and "LIMITATIONS ON LIABILITY" do apply to such Third Party Materials.
SOFTWARE WARRANTY.
Limited Warranty. We warrant that, for a period of 30 days after purchase, the Software will function substantially in accordance with its documentation. As your exclusive remedy for breach of this warranty, we will, at our option, either replace or repair the defective Software or refund all fees paid for it, provided that you purchased the Software directly from an authorized dealer or from us; and you destroy all copies of the Software and provide the dealer from whom it was acquired (or us, if acquired directly) with certification of such destruction and proof of purchase, within thirty days of purchase.
Evaluation Copy Exclusion of Warranty. EVALUATION COPIES OF SOFTWARE ARE PROVIDED FREE OF CHARGE OR AT A NOMINAL COST, AND ACCORDINGLY ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Warranty Exclusions. This warranty does not cover damage due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by us, usage not in accordance with product instructions, failure to perform required preventive maintenance, and problems caused by use of parts and components not supplied by us.
Because software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. Additionally, we do not guarantee compatibility between the Software and any future versions of the Software.
Limited Warranty — General. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY US. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
OUR RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
HOSTING SERVICE TERMS.
In addition to the license of Software set forth in this Agreement, we may provide the Software as a hosted service (the "Service") to you on the following terms.
Payment for Services. You agree to pay all charges, recurring fees, applicable taxes and other charges (collectively herein "Charges") incurred by you at the rates in effect for the billing period in which those charges are incurred. Charges may include among other things, annual fees for access, and fees for usage of disk space on our Servers. Current prices for our services are posted on Licensing and Pricing page. We reserve the right to change prices and institute new fees. We may change rates or institute new charges at any time upon 30 days prior notice.
Except for software provided by us and the Server usage provided by our third party providers, you are responsible for providing and maintaining all equipment and other software necessary to access the Service. The third party provider hosting the Service is responsible only for Servers necessary to provide the Service. You are responsible for obtaining internet access to the Service and any charges relating thereto.
For most billing plans we will be charging your designated credit card monthly, but some charges are billed on a different schedule. You are responsible for all charges incurred, including applicable taxes and purchases made by you or anyone who is using an authorized user Account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment. This means that, unless your Account or credit card information is obtained unlawfully or fraudulently, you will be responsible for all usage and purchases made on your card. You should let us know about any billing problems or discrepancies within 90 days after they first appear on your Account statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies. Additionally, if any charges are being collected by us on behalf of a supplier, then such supplier shall be an express third party beneficiary of this section.
Your Information. You agree to provide accurate, complete and up-to date information as requested by us in connection with your use of the Service.
Confidentiality and Security of Service. You agree that neither we nor our suppliers shall, under any circumstances, be held responsible or liable for situations where the data stored or communicated through the Service are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to us at the time) which may exist in the Service. In particular, we do not warrant that any information, software or other material accessible via the Service is free of viruses, worms, trojan horses, or other harmful components. We may store and facilitate the transmission of private electronic communications pursuant to the Electronic Communications Privacy Act of 1986. Electronic communications on this system are private, and only under situations where explicitly required or allowed by law will such communications be accessed, intercepted, disclosed, or used without the consent of at least one of the parties to the communication.
Privacy Policy. Information you supply is subject to our privacy policy.
Conduct. You agree that your use of the Service and the Software used to provide the Service will be in a manner consistent with this Agreement and with all applicable laws and regulations, including without limitation, copyright, trademark, and export control laws, and laws prohibiting the use of telecommunications facilities to transmit illegal, obscene, harmful to minors, threatening, harassing, or other offensive information or messages. You agree not to use the Service to transmit or to facilitate the transmission of unsolicited bulk commercial e-mail.
Your Content. We do not claim ownership of any content you place on the Service. By submitting content to us for use on the Service, you grant us a worldwide, royalty-free, and non-exclusive license to reproduce, modify and publish the content on the Service. You represent and warrant to us that you have the right to use and publish the content you make available via the Service. We do not pre-screen content, but we have the right to refuse or remove any content that is available via the Service. This includes the right to remove any content that violates this Agreement or we otherwise find objectionable.
Advertisements and Promotions; Links. We may run advertisements and promotions on the Service, including on pages created by you. We or third parties may provide links to or from your web pages to other web sites or resources. Because we have no control over these, we are not responsible for them, and we do not endorse and are not responsible for any content, advertising, products, or other materials on or available from these other linked sites or resources.
Disclaimer Relating to Services. We make no warranty as to the results to be obtained from your use of the service. The service is performed on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose. You assume full responsibility and risk for use of the Service and the Internet. In particular, we do not warrant that the Service will be uninterrupted or error-free.
Amendment and Termination of Service. We may revise the terms and conditions of this Agreement with respect to Services at any time, effective immediately upon posting of the revised Agreement on our web sites, or upon notification to you by e-mail or United States mail. You agree to periodically review our web sites, including the current version of this Agreement available on our web sites, to be aware of any such revisions.
We may terminate your use of the Service, and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We may also at any time modify or discontinue providing the Service. We may do either of these things with or without prior notice. We will not be liable to you or any third-party for any of these actions.
You may terminate this Agreement with respect to Services at any time by notice to us. Your notice of termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your agreement for Services with us are nonrefundable, but you will not incur any additional fees.
SUPPORT SERVICES
Support Services Generally. We may make maintenance services available under maintenance program(s) which may be in effect from time to time, subject to payment of applicable fees. In general, unless otherwise specifically agreed to, support is email-based. Inbound emails are queued, measured in severity, assigned a case, and tracked through completion. We use reasonable efforts to respond and resolve Software errors in a reasonable manner, but cannot promise that any particular error will be resolved in any particular timeframe. We shall have no obligation to provide services in connection with the installation or integration of the Software by you or training of your employees; and such services, if desired by you, shall be arranged separately and shall not be covered by the fees paid by you under this Agreement. In general, response time is prioritized based on the issue severity. From time to time we discontinue support for older versions.
Services Warranty. We warrant that support services are performed in a commercially reasonable manner consistent with the provisions of this Agreement. Any breach of such warranty must be reported to us with 30 days of the provision of the support services. As your exclusive remedy for breach of this warranty, we will, at our option, either re-perform the service or refund all fees paid for services by you in the preceding 12 month period. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY US. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
LIMITATIONS ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF WE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, WE ARE FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), OUR LIABILITY TO YOU WILL BE LIMITED TO THE GREATER OF $100 OR THE AMOUNT YOU PAID FOR THE SOFTWARE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
GENERAL.
Export Controls. None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using the Software, you are agreeing 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 country to which such export is so prohibited or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable. If the Software is identified as a not-for-export product (for example, in the installation process), then, unless you have an exemption from the United States Department of State, additional restrictions may apply.
U.S. Government End Users. The Software is a "commercial item," as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.
Term. Your license under this Agreement is effective until terminated. Your Evaluation License terminates automatically in accordance with the provision of this Agreement set forth above. You may terminate this license at any time. We may terminate this Agreement immediately if you breach any of the provisions of this Agreement. Upon any such termination or expiration, you must discontinue all use of the Software, and immediately destroy the Software together with all copies. The provisions of this Agreement (other than your license to use the Software) shall survive the termination of the license, or the termination or expiration of this Agreement.
Controlling Law and Severability. This
Agreement constitutes the entire agreement between both of us with reference to this transaction. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, USA, except for that body dealing with conflicts of law. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. In the event of any dispute involving this Agreement, both of us consent to exclusive jurisdiction and venue in either the state or federal courts in the Commonwealth of Massachusetts and agrees that the prevailing party shall be entitled to its reasonable attorney fees and costs. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect. No decision, action or inaction by us shall be construed to be a waiver of any rights or remedies available to us.