JADE International RapidCAT® E-Business Publisher License Agreement:JADE International, INC SOFTWARE END USER LICENSE AGREEMENT IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND JADE International, Inc. READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.
1. Definitions(a) "JADE International" means JADE International, Inc. and its licensors, if any.
(b) "Software" means only the JADE International software program(s) supplied by JADE International herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation. 2. License Grants (a) You may use the Software on JADE International, Inc. servers only(b) You agree that JADE International may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. (c) Your license rights under this EULA are non-exclusive. (d) Certain rights are not granted under this Agreement, but may be available under a separate agreement.
3. License Restrictions(a) Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.
(b) You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
(c) You may not sell, rent, lease, or sublicense the Software.
(d) You may not modify the Software or create derivative works based upon the Software.
(e) You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.
(f) In the event that you fail to comply with this EULA, JADE International may terminate the license and you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).4. OwnershipThe foregoing license gives you limited license to use the Software. JADE International and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by JADE International and its suppliers.5. WARRANTY DISCLAIMER(a) THE SOFTWARE IS PROVIDED TO YOU ON AN "AS-IS" BASIS. JADE International PROVIDES NO TECHNICAL SUPPORT OR WARRANTIES FOR THE SOFTWARE, EXCEPT AS SPECIFIED IN THE SEPARATE MAINTENANCE AGREEMENT.
(b) JADE International AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. JADE International DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. JADE International SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
(c) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. IF A MAINTENANCE AGREEMENT IS PURCHASED ALL AGREED UPON DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
(d) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JADE International, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
(e) (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. 6. LIMITATION OF LIABILITY(a) NEITHER JADE International NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF JADE International OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) JADE INTERNATIONAL's TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50.
(c) (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
(d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
(e) IF A MAINTENANCE AGREEMENT IS PURCHASED ALL AGREED UPON DEFECTS IN THE SOFTWARE WILL BE CORRECTED.7. Basis of Bargain The Warranty Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between JADE International and you. JADE International would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of JADE International's licensors.8. (Outside of the USA) Consumer End Users OnlyThe limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer (i.e., a person acquiring goods otherwise than in the course of a business).The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
9. GeneralThis EULA shall be governed by the internal laws of the State of Wisconsin, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Waukesha County, Wisconsin or the federal courts in the Wisconsin to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of JADE International to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach. No JADE International dealer, agent or employee is authorized to make any amendment to this EULA. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.All questions concerning this EULA shall be directed to: JADE International, Inc., 16655 W. Bluemound Rd., Suite 230, Brookfield, WI 53005.JADE International and other trademarks contained in the Software are trademarks or registered trademarks of JADE International, Inc. in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use JADE International or its licensors' names or any of their respective trademarks.