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numberGoTM Publisher
Version 1.5
License Agreement
IMPORTANT NOTICE. PLEASE READ CAREFULLY. By clicking “I Accept”, you agree
to all of the terms and conditions of this License Agreement (the “Agreement”). You understand and agree that this Agreement
is enforceable against you and any entity with which you are employed or affiliated
and on whose behalf the NumberGo Publisher Software is used.
If you are entering into this Agreement on behalf of yourself and an entity,
you represent that you have the authority to bind the entity to this Agreement.
The terms “you” and “your” refer to
the individual or the entity, as applicable, that registers for or uses the NumberGo
Publisher Software. If you do not agree
with these terms and conditions, you must select “I decline” and you may not use
the NumberGo Publisher Software.
1.
USE OF THE SOFTWARE. You are
provided with the NumberGo Publisher Software which includes the NumberGo Help documentation
(the “Software”), subject to all of the terms and conditions of this Agreement. You may install and use the Software
on an unlimited number of computers.
If you download a beta version of the Software, the BETA VERSION clause of this
Agreement shall govern, notwithstanding any terms and conditions of this Agreement
to the contrary. NumberGo LLC is not
obligated to provide any updates to the Software.
If the Software is an update or upgrade to a previous version or release
of the Software (“Update”), the Update shall be considered “Software” for all purposes
of this Agreement and subject to all of the terms and conditions of this Agreement.
2.
SOFTWARE LICENSE. Subject to
the terms and conditions of this Agreement, NumberGo LLC hereby grants to you a
personal, non-exclusive, non-transferable, revocable, limited license to use the
Software solely for the purpose of reading, printing and sharing data files in the
NumberGo format. As a condition of
your use of the Software, you represent and warrant that you will not use Software
for any unlawful purpose and:
2.1
You shall keep the Software
in confidence and not disclose or make the Software available to any third party.
2.2
You shall not rent, lease,
loan, license, sublicense, distribute, transfer, assign, sell, reproduce (except
you may, in the ordinary course of backing up your computer files, make a reasonable
number of backup copies of the Software, provided that such back up copies are not
used on any computer), adapt, translate, disclose, display, publish, exploit for
commercial purposes, or modify the Software, or any components thereof.
2.3
You shall use the Software
solely for the purpose of reading, printing and sharing data files in the NumberGo
format and not in the operation of a service bureau or shared services environment.
2.4
You shall not create
derivative works based on the Software or any components thereof.
2.5
You shall not remove,
obscure, or alter the copyright notices, trademarks, or other proprietary rights
notices that appear in the Software and shall include all such proprietary notices
in permitted copies of the Software.
2.6
You shall obtain at your
own cost and expense, all software and equipment necessary to use the Software.
2.7
You shall not reverse
engineer, decompile, reverse assemble, or otherwise attempt to discover the source
code of the Software.
2.8
You shall not export
or re-export the Software. The Software
is governed by and you shall comply with all laws, rules and regulations applicable
to the Software, including, without limitation, the restrictions and controls imposed
by the Export Administration Act and the Export Administration Regulations of the
United States.
3.
WARRANTY DISCLAIMER. THE SOFTWARE
IS PROVIDED “AS IS” AND YOU USE THE SOFTWARE AT YOUR OWN RISK.
NUMBERGO LLC DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES
OF ANY KIND WHATSOEVER THAT THE SOFTWARE OR ANY COMPONENTS THEREOF WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR BE
FREE FROM DEFECTS. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, NUMBERGO LLC HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT,
INTEGRATION, ACCURACY, SECURITY, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE,
COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT.
4.
LIMITATION OF LIABILITY. IN
NO EVENT SHALL NUMBERGO LLC BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, DIRECT,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS, LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, OR LOSS
OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF EVEN IF NUMBERGO LLC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY EVENT, IF NUMBERGO
LCC SHOULD BE HELD LIABLE FOR ANY DAMAGES NOTWITHSTANDING THE TERMS AND CONDITIONS
OF THIS AGREEMENT, NUMBERGO LLC’S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS
UNDER THIS AGREEMENT OR OTHERWISE FOR ANY REASON AND UPON ANY CAUSE OF ACTION REGARDLESS
OF THE NUMBER OF ACTIONS OR NUMBER OF LICENSED COPIES OF THE SOFTWARE (WHETHER BASED
IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE
AGGREGATE, TWENTY-FIVE DOLLARS ($25.00 USD).
NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A
SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST NUMBERGO LLC. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT
APPLY TO YOU. THE LIMITATIONS OF LIABILITY
SHALL SURVIVE THE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT.
5.
BETA VERSION. IF YOU DOWNLOAD
A BETA VERSION OF THE SOFTWARE, THIS BETA VERSION CLAUSE SUPPLEMENTS THE OTHER TERMS
AND CONDITIONS OF THIS AGREEMENT AND SHALL GOVERN TO THE EXTENT THAT IT IS IN CONFLICT
WITH ANY OF THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT.
A BETA VERSION OF THE SOFTWARE IS A PRE-RELEASE AND POTENTIALLY UNRELIABLE
PRODUCT THAT MAY CONTAIN ERRORS, DEFECTS, BUGS AND OTHER PROBLEMS THAT COULD CAUSE
COMPUTER SYSTEM FAILURES, DATA LOSS, DATA DAMAGE AND OTHER PROBLEMS.
THEREFORE, ANY BETA VERSION OF THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND
YOU USE IT AT YOUR OWN RISK. NUMBERGO
LLC HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTY AND LIABILITY OBLIGATIONS
OF ANY KIND ON THE PART OF NUMBERGO LLC WITH RESPECT TO ANY BETA VERSION OF THE
SOFTWARE. IN ANY EVENT, IF NUMBERGO
LCC SHOULD BE HELD LIABLE FOR ANY DAMAGES IN CONNECTION WITH A BETA VERSION OF THE
SOFTWARE NOTWITHSTANDING THE TERMS AND CONDITIONS OF THIS AGREEMENT, NUMBERGO LLC’S
ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE
FOR ANY REASON AND UPON ANY CAUSE OF ACTION REGARDLESS OF THE NUMBER OF ACTIONS
OR NUMBER OF LICENSED COPIES OF THE SOFTWARE (WHETHER BASED IN CONTRACT, STRICT
LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, TWENTY-FIVE
DOLLARS ($25.00 USD).
6.
PROPRIETARY RIGHTS. The Software
is the intellectual property of NumberGo LLC and its licensors, and constitutes
valuable trade secrets and confidential information of NumberGo LLC and its licensors. With the exception of the limited license
granted to you in this Agreement, you have no right, title or interest in any of
the intellectual property in or associated with the Software, including, without
limitation, patent, copyright, trademark, trade secret, know-how, ideas, technical
information, user interfaces, processes, “look and feel,” improvements and modifications
(collectively “IP Rights”), and NumberGo LLC and its licensors retain all IP Rights
in and to the Software.
7.
NOTICES. You may give notice
to NumberGo LLC under this Agreement by e-mail to
license@numbergo.com. Such
notice shall be deemed given when received by NumberGo LLC.
NumberGo LLC may give notice to you under this Agreement by e-mail to your
e-mail address on record in your account, or by written communication sent by first
class mail, overnight mail, or certified mail, return receipt requested, to the
mailing address on record in your account.
8.
TERM AND TERMINATION. This Agreement
shall commence as of the time you click “I Accept”, and it shall continue in full
force and effect until terminated as set forth in this Agreement.
You may terminate this Agreement at any time upon written notice to NumberGo
LLC. You agree that the license granted
to You in this Agreement may be terminated by NumberGo LLC if you fail to comply
with any terms or conditions of this Agreement.
You agree and acknowledge that any breach or threatened breach by you of
this Agreement will cause NumberGo LLC irreparable injury for which the recovery
of money damages would be inadequate.
Therefore, in addition to any other remedies that may be available at law, in equity,
or otherwise, NumberGo LLC shall be entitled to obtain injunctive relief against
the breach or threatened breach of this Agreement, without the necessity of proving
actual damages, or posting a bond, even if otherwise normally required.
All provisions relating to confidentiality, proprietary rights, indemnity,
limitation of liability, warranty, and non-competition shall survive any termination
of this Agreement. In addition, any
provisions which by their nature contemplate effectiveness beyond the termination
of this Agreement shall survive any such termination.
Upon any termination of this Agreement, you shall uninstall and destroy all
copies of the Software.
9.
U.S. GOVERNMENT END USERS/RESTRICTED RIGHTS.
The Software is a “commercial item,” as that term is defined in 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. § 227.7202-3
and § 227.7202-4, as applicable. Consistent
with 48 C.F.R. § 12.212 or 48 C.F.R. §§ 227.7202-3 and 227.7202-4, as applicable,
the Software is being licensed to all end users of the U.S. Government or any of
its agencies as commercial items only and with only those rights as are granted
to all other end users pursuant to the terms and conditions of this Agreement. Use, reproduction, or disclosure of
the Software by the U.S. Government or any of its agencies is subject to the restrictions
that are set forth in paragraphs (c)(1) and (2) of the Commercial Computer Software
-- Restricted Rights at 48 C.F.R. § 52.227-19, as applicable.
Unpublished rights are hereby reserved under the copyright laws of the United
States. Manufacturer is NumberGo, LLC,
277 Old Church Road, Greenwich, CT 06830.
10.
THIRD PARTY
BENEFICIARIES. You agree
that any NumberGo LLC licensors of Software components are third party beneficiaries
of this Agreement.
11.
MISCELLANEOUS. This Agreement shall be governed
by, construed and enforced in accordance with the laws of the United States (excluding
the UN Convention on Contracts for the International Sale of Goods) and the State
of Connecticut, without regard to conflict of law provisions thereof.
The sole and exclusive jurisdiction and venue for any litigation arising
out of or related to this Agreement or the subject matter hereof shall be in an
appropriate state or federal court located in the State of Connecticut, and you
and NumberGo LLC hereby irrevocably consent to the jurisdiction of such courts. This Agreement shall not be construed
as creating any agency, partnership or joint venture between NumberGo LLC and you. The section and other headings contained
in this Agreement are intended solely for convenience of reference and are not intended
to be part of or affect the meaning or interpretation of this Agreement.
The word “or” when used in this Agreement is not exclusive.
This Agreement is executed in the English language.
In the event this Agreement is translated into another language, and any
inconsistency or discrepancy in meaning or interpretation results therefrom, the
English language version shall prevail and control.
This Agreement constitutes the entire agreement between you and NumberGo
LLC with respect to the subject matter hereof, and supersedes all prior or contemporaneous
agreements, proposals, understandings and representations, written or oral, between
you and NumberGo LLC with respect to the subject matter hereof, including, without
limitation, the terms and conditions for any previous versions or releases of the
Software. No delay or failure by NumberGo
LLC in exercising or enforcing any of its rights or remedies hereunder, in whole
or in part, and no course of dealing or performance, shall constitute a waiver by
NumberGo LLC of any provision of this Agreement.
In the event any provision of this Agreement is determined to be invalid
or unenforceable, such invalidity shall not affect the validity or enforceability
of the remaining portions of this Agreement, which shall remain in full force and
effect.
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