Last Updated: March 2020
LICENSE TERMS AND CONDITIONS
Subject to the restrictions stated herein Embold, Inc. (the Supplier) grants to the Customer who has executed an Agreement, and Customer accepts, a nonexclusive, non-transferable license, without the right to sublicense, to the products and services selected (hereinafter the products and services selected shall be collectively referred to as the “Supplier Products”) for internal training purposes only, without the right to exchange during the License Term.
The license does not convey any ownership rights to Customer in the Supplier Product(s), Supplier’s web site architecture or other Supplier proprietary information, but only a limited use right pursuant to the Agreement. Customer shall not (a) transfer, rent, lease, loan or disclose the Supplier Product(s) or intellectual property to any third party; (b) reverse engineer, disassemble, decompile or attempt to derive source code from the Supplier Product(s); (c) modify or create derivative works based upon the Supplier Product(s); (d) remove any proprietary notices, or trademarks or service marks on any Supplier Product(s); (e) merge the Supplier Product(s), with another program; (f) use the Supplier Product(s), for any purposes other than those stated in the Agreement; (g) have any right to any source code for the Supplier Product(s), or (h) permit any party not specifically licensed herein to use the Supplier Product(s).
Customer shall ensure that only the individual employees licensed herein access the Supplier Product(s). Customer will maintain records of all use and copying of the Supplier Product(s) and assignment of all login identifications used to access the Supplier Product(s). Supplier shall have the right to examine such records and to audit Customer’s access to and usage of the Supplier Product(s) to verify compliance with the Agreement. Upon expiration or termination of the License Term, Customer will delete any copies of the Supplier Products or other Intellectual Property from its computer(s) or server(s), and destroy (and certify as destroyed) or return to Supplier all such copies.
Either party may only cancel the Agreement (a) by giving ten (10) days written notice if a material breach remains uncured thirty (30) days after the breaching party receives written notice thereof from the other party. In the event that Supplier terminates the license and the Agreement based on the foregoing sentence, Supplier reserves all rights and remedies available at law, including but not limited to collection of all committed License Fees.
In order to protect Supplier’s licensors and/or publishers intellectual property rights, Supplier may disable any individual’s access to the Supplier Product(s) immediately if, such individual’s use of the license violates the terms and conditions of the Agreement.
The license fees set forth above do not include taxes. Customer shall be responsible for payment of all applicable taxes, however designated or incurred, in connection with the Agreement, including without limitation, state and local excise, sales, withholding and use taxes and any other applicable governmental assessments. If Customer fails to pay any applicable tax, then Supplier may pay such tax on Customer’s behalf and seek reimbursement from Customer.
Neither party shall be liable for any special, incidental, indirect, exemplary or consequential damages (including without limitation loss of profits, loss of data, costs of cover), however caused and based on any theory of liability, for any claims or causes of action arising out of or related to the Agreement. These limitations will apply even if the other party has been informed of the possibility of such damages. FURTHERMORE, IN NO EVENT SHALL SUPPLIER’S LIABILITY UNDER THE AGREEMENT OR ARISING OUT OR RESULTING FROM CUSTOMERS USE OF ANY SUPPLIER PRODUCT(S) EXCEED THE LICENSE FEES PAID UNDER THE AGREEMENT WITH RESPECT TO SUCH SUPPLIER PRODUCT(S).
SUPPLIER GRANTS NO WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. SUPPLIER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, AND NOT IN LIMITATION OF FOREGOING, SUPPLIER DOES NOT WARRANT THAT ANY SUPPLIER PRODUCT(S) WILL MEET CUSTOMER REQUIREMENTS OR THAT THE OPERATION OF ANY SUPPLIER PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR FREE.
The License and the Agreement is governed by the laws of the State of Ohio, without reference to its conflict of laws provision. Both parties will comply with all applicable international, federal, state, and local laws and regulations in performing its obligations hereunder, including, without limitation, all U.S. export regulations. If any provision of this license is not enforceable, it will be severed from this license and the remainder will remain in full force and effect. Customer shall not assign the Agreement in whole or in part, whether by operation of law or otherwise, without the advance, written consent of Supplier. Any purported transfer or assignment in violation of the Agreement shall be null and void and of no force and effect.
The Agreement (including Exhibits attached hereto) constitutes the entire understanding and agreement between the parties and supersedes all prior and contemporaneous proposals, agreements and representations between them, whether written or oral. The Agreement may only be amended in writing signed by Customer and an executive officer of Supplier that explicitly states that it is intended to amend the Agreement. No terms contained in Customer purchase orders, acknowledgments, shipping documents or other forms or documents shall have any force or effect over the licenses granted herein. The failure or delay by either party in exercising any right or remedy hereunder shall not operate as a waiver of any such right, power or remedy. Waiver by either party of any default shall not waive any prior, concurrent or subsequent defaults by the other party.