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Axiom Stack License Agreement

AXIOM STACK LICENSE AGREEMENT AXIOM STACK PRIVACY POLICY

License Agreement

END USER LICENSE AGREEMENT

This License Agreement ("Agreement") is a binding legal contract between you (either an individual or a legal entity) and Axiom Software, Inc. ("ASI"). By downloading, installing, accessing or using the software and any associated documentation and Enhancements (as defined below) provided with this Agreement (collectively, the "Application") you will be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, ASI is not willing to license any right to use or access the Application to you. In such event, you may not download, install, access, use or copy the Application, and you should promptly contact ASI for instructions with respect to a refund of fees paid by you, if any.

APPLICATION ACCESS AND USE LICENSE

The Application is licensed to you, not sold. Except for the limited license granted in this Agreement, ASI and its licensors retain all right, title and interest in the Application, all copies thereof, and all proprietary rights in the Application, including copyrights, patents, trademarks and trade secret rights.

  1. GRANT OF LICENSE. This Agreement grants you the following rights, as applicable:
    • License. During the term of this Agreement, ASI grants you a revocable, nontransferable (except as provided below), nonexclusive license to use the object code version of the Application for the purpose of local installation and operation (e.g., installation and use on a handheld device at your business or organization) for your personal, non-commercial use only. While you may use the Application to make content available for viewing by end users (the "End Users"), you may not redistribute the Application to any End User. In addition, you must ensure each End User accepts an end user license agreement with at least the level of protection set forth herein regarding the protection of ASI's intellectual property, disclaimers of warranties, and liability.
    • Enhancements. ASI reserves the right to upgrade, enhance, change or modify the Application at any time in its sole discretion ("Enhancements"). Any Enhancements made available to you by ASI, if any, will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Enhancements.
    • Term. The license will commence on the date you first use the Application or accept this Agreement, whichever is earlier, and continue in effect until it is terminated as provided in Section 6 (Termination) or until you transfer the Application as permitted in this Section 1 (Transfer of License), whichever occurs first.
  2. LIMITATIONS ON LICENSE. The license granted to you in this Agreement is restricted as follows:
    • Limitations on Copying and Distribution. You may not copy or distribute the Application except to the extent that copying is necessary to use the Application for purposes set forth herein. You may make a single copy of the Application for backup and archival purposes. You may only install the Application on the number of computers for which you have paid a license fee.
    • Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Application. You may not alter or modify any disabling mechanism which may be resident in the Application.
    • Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Application, or directly or indirectly permit any third party to use or copy the Application.
    • Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Application. You must reproduce the copyright and all other proprietary notices displayed on the Application on each permitted back-up or archival copy.
    • Use in Accordance with Documentation. All use of the Application shall be in accordance with its then current documentation.
    • Compliance with Applicable Law. You shall be solely responsible for ensuring that your use of the Application is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
  3. OPEN SOURCE SOFTWARE
    Certain elements of the Application are provided under an open source license. Such elements are identified on our Web site, along with the applicable open source license agreement. In addition, software licensed from third parties, including open source software, (collectively, "Third Party Software") may be provided with the Application and for which you will be required to be bound by certain third party terms and conditions. All such Third Party Software is identified on our Web site. Your use of the open source elements of the Application and any Third Party Software will indicate its acceptance of and agreement to be bound by the applicable open source licenses.
  4. TERMINATION
    • Breach of Agreement. Without prejudice to any other rights, ASI may terminate this Agreement on thirty (30) days prior written notice if you fail to comply with any of the terms and conditions of this Agreement and fail to cure the failure within the foregoing period.
    • Infringement Claims. In the event of a claim of intellectual property infringement by any third party relating to the Application ("Infringement Claims"), ASI reserves the right to immediately terminate this Agreement and the rights granted hereunder. In such event, ASI shall refund a pro rata portion of any prepaid fees
    • Termination for Convenience. You may terminate this Agreement at any time by discontinuing use of the Application, complying with your termination obligations set forth below, providing ASI written notice, and returning the Application to ASI.
    • Licensee's Termination Obligations. In the event of any expiration or termination of this Agreement for any reason, you must remove all copies of the Application and all of its components from all of your systems, and destroy all related media and documentation, if any. Unless you return the Application without using it, as described in the introductory paragraph of this Agreement, you shall not be entitled to any refund (except as provided above relating to infringement claims) upon termination of the license, no matter what the reason.
  5. WARRANTY DISCLAIMER. THE APPLICATION IS PROVIDED ON AN "AS AVAILABLE," "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASI AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUITE ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. ASI DOES NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ASI SHALL CREATE ANY ADDITIONAL ASI WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF ASI'S OBLIGATIONS HEREUNDER.
    ASI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH REGARD TO ANY, HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY VENDOR FROM THIRD PARTIES (COLLECTIVELY, THE "THIRD PARTY ITEMS"). ASI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY ITEMS. VENDOR SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD PARTY ITEMS FOR WARRANTY AND PERFORMANCE INFORMATION.
    THE APPLICATION MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT ASI DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. ASI SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
  6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ASI OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, EVEN IF ASI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF ASI AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT SHALL BE LIMITED TO FIVE DOLLARS ($5.00).
    Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to you.
  7. INDEMNITY. You agree to indemnify, defend and hold harmless ASI and its parent and their respective officers, directors, shareholders, agents, affiliates, and licensors from and against any and all third party claims of any kind (along with attorney's fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Application.
  8. GOVERNING LAW. This Agreement is governed by and construed in accordance with the laws of the State of Virginia, as applied to agreements entered into and wholly performed within Virginia between Virginia residents. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in Fairfax County, Virginia, and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding.
  9. GENERAL. This Agreement constitutes the entire understanding and agreement between ASI and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. In particular, if you are a current licensee of the Application, this Agreement shall supersede your existing license agreement and that agreement shall be of no further force or effect. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by ASI to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. The following provisions shall survive any termination or expiration of this Agreement: Sections 2 (Limitations on License), 5 (Termination), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnity), 9 (Governing Law), and 10 (General). ASI may assign any of its rights or obligations hereunder as it deems necessary. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
  10. U.S. GOVERNMENT RIGHTS. The Application is commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFAR") and its successors.
  11. AUTHORIZATION. By downloading, installing, accessing, or using the Application, you indicate that you have the authority to bind yourself and your organization to the terms of this Agreement.
  12. ELECTRONIC SIGNATURES/ACCEPTANCE. This Agreement may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and your acceptance will be deemed binding between the parties. You agree that you will not contest the validity or enforceability of this Agreement because it was accepted in electronic form.