Javelina grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed Software, in binary object code form, for a period of thirty (30) days from the date of download or installation. This License begins upon installing the Licensed Software and ends thirty (30) days thereafter ("Evaluation Period").
If you are not willing to purchase a License for the Licensed Software after the Evaluation Period, Licensee agrees to remove the software from Licensee's computer with immediate effect. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this Section 1. Javelina retains all rights not specifically granted to you herein.
Subject to the terms and conditions of this End User License Agreement (this "Agreement") and subject to the payment of the applicable license fees (the “Subscription Fee”), Javelina grants to you a limited, non-exclusive and non-transferable license, for your internal business purposes only, for the Licensed Software during the set subscription period (the “Subscription Period”) for the number of users for which the corresponding fee has been paid (the “Permitted Number”). This Agreement will also govern any upgrades to the Licensed Software provided by Javelina that replace and/or supplement the original Licensed Software, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.
The Subscription Period for the Licensed Software will begin on the day you order the Licensed Software and end one year thereafter. You agree to pay the Subscription Fee for the Subscription Period. Your subscription to the Licensed Software will automatically renew for a new Subscription Period upon your payment of the new subscription fee. Javelina reserves the right to change the Subscription Fee for any renewal Subscription Periods. Each new Subscription Period will be subject to the same terms and conditions set forth in this Agreement, which may be updated by Javelina from time to time. Updates to the terms of this Agreement can be found on the Javelina website.
You agree that Javelina may disable the Software, either by operation of the software or by a remote command from Javelina, at the end of the Subscription Period if you have not paid the Subscription Fee to renew your subscription to the Software.
Maintenance and support are included with your Subscription Fee. Javelina will make reasonable efforts to notify you when updates to the software are available. Updates are also available upon request (when applicable). It is your responsibility to download the updates. Technical support, which includes email support for problem reporting, product updates, upgrades and online access to product documentation, is available at no additional cost for the period of subscription.
The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise.
In addition to all other terms and conditions of this Agreement, you shall not: (i) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies; (ii) make any copies except for one back-up or archival copy, for temporary emergency purpose; (iii) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application; (iv) modify or enhance the Licensed Software; (v) reverse engineer, decompile or disassemble the Licensed Software; (vi) allow any third parties to access, use or support the Licensed Software.
Javelina may collect details pertaining to your usage of the Licensed Software such as the license details, configuration of the system in which the Licensed Software is installed, usage statistics pertaining to frequency of use of the various features of the Licensed Software including pages and reports accessed. Javelina agrees to furnish the data collected regarding your usage of the Licensed Software upon request by you. You understand and acknowledge that collection of Usage Details may be enabled by default and that it needs to be disabled through the Licensed Software's user interface if you do not wish to allow Javelina to collect Usage Details.
Javelina owns all right, title and interest in and to the Licensed Software. Javelina expressly reserves all rights not granted to you herein, including the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. However, these changes will not affect your use of the Licensed Software during the subscription period. The Licensed Software is only licensed and not sold to you by Javelina.
The Licensed Software contains proprietary information of Javelina that is protected by the laws of the United States and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement.
Javelina does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished "as is" without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.
Because some jurisdictions do not allow for the exclusion or limitation of implied warranties, the above exclusions or limitations may not apply to you.
In no event will Javelina be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if Javelina has been advised of the possibility of such damages. Javelina's entire liability with respect to its obligations under this agreement or otherwise with respect to the Licensed Software shall not exceed the amount of the named developer license fee paid by you for the Licensed Software.
Because some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, the above exclusions or limitations may not apply to you.
Javelina agrees to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid U.S. patent, copyright or trade secret right of any third party; so long as you provide; (i) prompt written notice to Javelina of such claim; (ii) cooperate with Javelina in the defense and/or settlement thereof, at Javelina's expense; and, (iii) allow Javelina to control the defense and all related settlement negotiations. The above is Javelina's sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
Javelina shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) any combination, operation, or use of the Licensed software with any programs or equipment not supplied by Javelina; (ii) any modification of the Licensed Software by a party other than Javelina; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Javelina.
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to Javelina all copies of the Licensed Software in your possession. Javelina may terminate this Agreement for any reason, including but not limited to your breach of any of the terms of this Agreement. Upon termination, you shall destroy or return to Javelina all copies of the Licensed Software and certify in writing that all known copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
This Agreement shall be construed, interpreted and governed by the laws of the State of Maryland exclusive of its conflicts of law provisions. This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this Agreement is found invalid or unenforceable, the remainder shall be interpreted so as to reasonably affect the intention of the parties. This License may not be assigned, sublicensed or otherwise transferred by Licensee, by operation of law or otherwise. You shall not export the Licensed Software or your application containing the Licensed Software except in compliance with United States export regulations and applicable laws and regulations.