READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED
SUPPLEMENTAL LICENSE TERMS. ACCESING, DOWNLOADING, INSTALLING, OR HAVING A
THIRD PARTY INSTALL THE SOFTWARE ON YOUR BEHALF YOU AGREE TO THE TERMS OF THIS
AGREEMENT.
1. SCOPE OF LICENSE
This document governs the use of
all RainWorx and RainWeb LLC software products and associated media, print and
electronic documentation, customization, and future software versions and
revisions (collectively and individually referred to as the “Software”).
This is a legal agreement between you (individual or entity, referred to
henceforth as “Licensee”) and the RainWorx and RainWeb LLC (Licensor,
henceforth referred to as RainWorx).
No right, title or interest in or
to any trademark, service mark, logo, or trade name of RainWorx, RainWeb LLC,
or Software and accompanying print or digital media is granted under this
agreement.
2. LICENSE TO USE
RainWorx hereby grants, and
Licensee hereby accepts, subject to the terms and condition of this Agreement a
nonexclusive, nontransferable, and non –assignable license of the accompanying
Software, documentation, corrections, and modifications for installation to, or
use on, the number of servers, the class of computer hardware, and domains for
which the corresponding fee(s) have been paid to RainWorx. The fees and
License to Use are subject to change at the sole discretion of RainWorx. The
Software is licensed, not sold. Licensee must be lawfully able to enter into
and form contracts under their own will.
3. RESTRICTIONS
Software is confidential and
copyrighted. Title to Software and all associated intellectual property rights
are retained by RainWorx. Except as specifically authorized in any
Supplemental License Terms, you may not make copies of Software or accompanying
print and electronic media, other than a single copy of Software for archival
purposes.
You may not decompile,
disassemble, or otherwise reverse engineer Software.
Modifications to Software
are made at the risk of the Licensee. RainWorx is not responsible for
modifications made at the Licensee’s own risk by Licensee or a third party.
You may not publish the results of
any benchmark or comparison tests run on Software.
You may not provide the
results of any benchmark or comparison tests run on Software to any third party
without the prior written consent of RainWorx.
4. MODIFICATIONS
RainWorx will provide, in its sole
discretion, Licensee with error corrections, bug fixes, or patches to the
Software licensed hereunder. Licensee may, from time to time, request that RainWorx
incorporate certain features, enhancements or modifications into the Software.
RainWorx may, in its sole discretion, undertake to incorporate such changes and
distribute the Software so modified to all or any past or future Licensees.
5. REFUNDS
In the event that RainWorx refunds
any amounts paid by Licensee for Software, in relation to Paragraph 6 below,
Licensee understands and agrees that this Agreement and the Software License
are terminated. Upon License termination, Licensee agrees that it will no
longer use, display, or otherwise control the Software, code, documentation,
and related print or digital media.
6. LIMITED WARRANTY
RainWorx warrants that for your
benefit alone, for ninety (90) days from the day of delivery to you (the
"Warranty Period") the Software, under normal use in a compatible
execution environment, will be free from defects in material and workmanship. This
limited warranty extends only to the Customer as the original Licensee. Except
for the foregoing, Software and accompanying print and digital media is
provided “AS IS”. Your exclusive remedy and RainWorx’ entire liability under
this limited warranty will be at RainWorx’ option to fix the Software or refund
the fee paid for Software.
7. DISCLAIMER OF WARRANTY
Except for the expressed
warranties set forth in this agreement, RainWorx disclaims all implied
warranties for the software, including warranties of merchantability and
fitness for a particular purpose. RainWorx makes no representations concerning
the quality of the software and does not promise that the software will be
error free or will operate without interruption.
This warranty does not apply if
the software (a) has been altered, (b) has not been installed, operated, repaired,
or maintained in accordance with instructions supplied by RainWorx, (c) has
been subjected to abnormal physical or electrical stress, misuse, negligence,
or accident, or (d) is used in illegal activities or any actions in direct
conflict with governing law. Licensee is responsible for ensuring that the
Software satisfies needed requirements, and any absence of such requirements in
Software does not classify Software as ‘with defect’.
8. LIMITATION OF LIABILITY
In no event will RainWorx be
liable for any direct, indirect, incidental, special, consequential or other
damages; including, but not limited to, lost revenue, profit, or data arising
out of the use of or the inability to use the software by any person or
organization even if RainWorx has been advised of the possibility of such
damages.
In no event will RainWorx’ liability to you, whether in contract,
tort (including negligence), or otherwise, exceed the amount paid by you for
Software under this Agreement. The foregoing limitations will apply even if
the above stated warranty fails of its essential purpose.
9. TERMINATION
This Agreement is effective until
terminated. You may terminate this Agreement at any time by destroying all
copies of Software and related print and digital media.
This Agreement will
terminate immediately without notice from RainWorx if you fail to comply with
any provision of this Agreement. Upon termination, you must destroy all copies
of Software.
10. EXPORT REGULATIONS
All Software and technical data
delivered under this Agreement are subject to U.S. export control laws and may
be subject to export or import regulations in other countries. You agree to
comply strictly with all such laws and regulations and acknowledge that you
have the responsibility to obtain such licenses to export, re-export, or import
Software.
11. GOVERNING LAW
Any action related to this
Agreement will be governed by Vermont State law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
Licensee hereby
consents to the jurisdiction of such laws.
12. SEVERABILITY
If any provision of this Agreement
is held to be unenforceable, this Agreement will remain in effect with the
provision omitted. If the omission of the provision would frustrate the intent
of the parties, this Agreement will immediately terminate.
13. COMMUNICATION
RainWorx reserves the right to
publish a list of Software users and corresponding domains without prior notice
to Licensee.
RainWorx reserves the right to log
usage of Software at any time. Only the serial number and server IP address is
subject to being transmitted. No private user information is sent.
14. AMENDMENTS AND MODIFICATION
This Agreement is the entire
agreement between you (Licensee) and RainWorx relating to its subject matter. It
supersedes all prior oral or written communications, proposals,
representations, and warranties and prevails over any conflicting or additional
terms of any quote, order, acknowledgment, or other communication between the
parties relating to its subject matter during the term of this Agreement.
No
modification of this Agreement will be binding, unless in writing and signed by
an authorized representative of each party.