END USER LICENSE AGREEMENT
IMPORTANT!
BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET
This
EULA is a binding legal agreement between you (hereinafter "you" or
"customer") and Metano IBC Services/Stone
Brook Leasing, LLC (hereinafter "Licensor") for the materials
accompanying this EULA, including the web-based software, associated media,
printed materials and any "online" or electronic documentation
(hereinafter the "Software"). By using the Software, you agree to be
bound by the terms of this EULA.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.
IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.
1. Grant
of License
The
Software is protected by copyright laws and international copyright treaties,
as well as other intellectual property laws and treaties. The Software is
licensed, not sold. This EULA grants you the following rights:
A. You
may use, access, display and run only one copy of the Software, on a single
computer, workstation or terminal ("Computer").
B. Your
license rights under this EULA are non-exclusive. All rights not expressly granted
herein are reserved by Licensor.
C. You
may not sell, transfer or convey the Software to any third party without
Licensor's prior express written consent.
2. Price
and Payment
If
you have not previously paid the license fee for the Software, then you must
pay the license fee within the period indicated in the applicable invoice sent
to you by Licensor.
3. Software
Terms & Conditions
In order to use the Software you must agree to the
following Terms and Conditions:
a)
You agree to remain entirely liable for all activities
conducted using the Software. You may permit an authorized employee,
contractor, or corporate officer to use your account subject to the account
holder's supervision and with assumption of all resulting liabilities
b)
You
agree to not attempt to gain unauthorized access to or tamper with any part of the
Software.
c)
You
agree that data archived by Licensor for
recovery purposes is the property of Licensor.
Licensor reserves the right to charge you for
restoring data from its backup system. Licensor
makes no warranties of any kind, whether expressed or implied, as to the
quality or reliability of these backups.
d)
You
are responsible for providing and maintaining the necessary cabling, hardware
and software used for this service at the Licensor's
site. All telephone company installation and recurring charges are the your responsibility. It is understood that Licensor does not own or control the
telecommunications facilities used to access its network.
e)
These
Terms and Conditions may not be sold, transferred, or assigned without the
prior written consent of Metano.
f)
Licensor exercises no control whatsoever over the content of the
information passing through its Software. Licensor
makes no warranties of any kind, whether expressed or implied, for the service
it is providing.
g)
Licensor will not be
responsible for any damage the customer suffers from use of the Software. This
includes, but is not limited to, loss of data resulting from delays or service
interruptions caused by Licensor
's own negligence, Licensor's vendors, other third parties, or the
customer's errors or omissions. Use of any information obtained via the Software
is at the customer's own risk. Licensor specifically denies any responsibility
for the accuracy or quality of information obtained through the Software.
h)
The
Software may only be used for lawful purposes and in accordance with these
Terms and Conditions. Transmission of any material in violation of any local,
state, federal or international regulation(s) is prohibited. This includes, but
is not limited to, copyrighted material, material legally judged to be
threatening or obscene, or material protected by trade secret. The customer
agrees to indemnify and hold harmless Licensor
from any claims resulting from the customer's use of the Software which damages
the customer or another party.
i)
If
any provision of these Terms and Conditions are held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of these Terms and
Conditions will remain in full force and effect.
j)
Use
of Licensor 's Software
constitutes acceptance of these Terms and Conditions. These Terms and
Conditions may be modified by Licensor at any
time. Continued use of Licensor's Software
following such modifications constitutes acceptance of these Terms and
Conditions, as modified.
k)
These
Terms and Conditions shall be deemed to have been made in
4. Replacement,
Modification and/or Upgrades
Licensor
may, from time to time, and for a fee, replace, modify or upgrade the Software.
When accepted by you, any such replacement or modified Software code or upgrade
to the Software will be considered part of the Software and subject to the
terms of this EULA (unless this EULA is superseded by a further EULA
accompanying such replacement or modified version of or upgrade to the
Software).
5. Termination
You
may terminate this EULA at any time by destroying all your copies of the Software.
Your license to the Software automatically terminates if you fail to comply
with the terms of this agreement. Upon termination, you are required to remove
the Software from your computer and destroy any copies of the Software in your
possession.
6. Copyright
A. All
title and copyrights in and to the Software (including but not limited to any
images, photographs, animations, video, audio, music and text incorporated into
the Software), the accompanying printed materials, and any copies of the
Software, are owned by Licensor or its suppliers. This EULA grants you no
rights to use such content. If this Software contains documentation that is
provided only in electronic form, you may print one copy of such electronic
documentation. Except for any copies of this EULA, you may not copy the printed
materials accompanying the Software.
B. You
may not reverse engineer, de-compile, disassemble, alter, duplicate, modify,
rent, lease, loan, sublicense, make copies of, create derivative works from,
distribute or provide others with the Software in whole or part, transmit or
communicate the application over a network.
7. Export
Restrictions
You
may not export, transmit or re-export software in violation of any applicable
law or regulation including but not limited to Export Administration
Regulations issued by the U. S. Department of Commerce.
8. Disclaimer
of Warranties
LICENSOR
AND ITS SUPPLIERS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS,
AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR
PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE
EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT,
OR OF NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF
THE SOFTWARE IS WITH YOU.
9. Limitation
of Damages
TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR
ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT,
SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY
RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND WHETHER BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR
ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.
10. Arbitration
Any
dispute arising under this EULA will be subject to binding arbitration by a
single Arbitrator with the American Arbitration Association (AAA), in accordance
with its relevant industry rules, if any. The parties agree that this EULA will
be governed by and construed and interpreted in accordance with the laws of the
State of
11. Severability
If
any term of this EULA is found to be unenforceable or contrary to law, it will
be modified to the least extent necessary to make it enforceable, and the
remaining portions of this Agreement will remain in full force and effect.
12. No
Waiver
No
waiver of any right under this EULA will be deemed effective unless contained
in writing signed by a duly authorized representative of the party against whom
the waiver is to be asserted, and no waiver of any past or present right
arising from any breach or failure to perform will be deemed to be a waiver of
any future rights arising out of this EULA.
13. Entire
Agreement
This
EULA constitutes the entire agreement between the parties with respect to its
subject matter, and supersedes all prior agreements, proposals, negotiations,
representations or communications relating to the subject matter. Both parties
acknowledge that they have not been induced to enter into this EULA by any
representations or promises not specifically stated herein.