JOURNYX SOFTWARE-AS-A-SERVICE (SAAS) AGREEMENT
IMPORTANT INFORMATION - READ AND UNDERSTAND ALL OF THE FOLLOWING MATERIAL
This Journyx software product is made available solely for use by end users in accordance with the terms and conditions of this Journyx Software-as-a-Service agreement (“Agreement”). Any use of the software not in accordance with the Agreement is expressly prohibited.
By using the Journyx software product and user documentation (the "Product") provided to You by Journyx, Inc. and/or its subsidiaries ("Licensor"), You are taking affirmative action to signify that You are entering into a legal agreement and agree to be bound by the terms of this Agreement, even without Your signature. Licensor will grant You a license to use the Product only if You accept all of the terms of this Agreement. READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND LICENSOR. IF YOU DO NOT AGREE WITH THE TERMS HEREIN, DO NOT USE THE PRODUCT.
Licensor grants to You (the individual or single legal entity identified as the end-user in the registration form) ("You" or "Your") a license to use the object code of Licensor's Product. Any use by You of any part of the Product is governed by the terms of this Agreement. Licensor and You agree legally to be bound to the following terms and conditions:
1. Rights Granted.
Licensor grants You a non-exclusive and non-transferable license (the "License") to use the Product for free during a 45-day trial period for Your internal evaluation purposes only. If You wish to continue using the Product after the free trial, You may pay the applicable license fee, after which Licensor will grant You a License to use Product for Your internal business purposes. Such use may only be by the number of users for which You pay the License fee. The License governs any releases, revisions or enhancements to the Product that Journyx may provide to You.
The Product is copyrighted and contains proprietary information and trade secrets belonging to Licensor and/or its licensors. Title to the Product and all copies is retained by Licensor and/or its licensors. You will not use the Product for any purpose, other than for Your own internal business purposes. You may not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Product, or create derivative works based upon all or part of the Product. You may not transfer, lease, assign, make available for timesharing, or sublicense, in whole or in part, the Product. No right, title or interest to any trademarks, service marks or trade names of Licensor or its licensors is granted by this License.
You agree that all information relating to the Product is confidential property of the Licensor ("Proprietary Information"). You will not use or disclose any Proprietary Information except to the extent You can document that any such Proprietary Information is in the public domain and generally available for use and disclosure by the general public without any charge or license. Use by persons to which You have contracted any of Your data processing services is permitted only if each contractor (and its associated employees) is subject to a valid written agreement prohibiting the reproduction or disclosure to third parties of software products and associated Documentation to which they have access and such prohibitions apply to the Product. You recognize and agree that there is no adequate remedy at law for a breach of this Section, that such a breach would irreparably harm the Licensor and that the Licensor is entitled to equitable relief (including, without limitation, injunctive relief) with respect to any such breach or potential breach, in addition to any other remedies available at law.
4. Limited Warranty and Infringement Indemnification.
Licensor warrants that the Product will perform in substantial compliance with the written materials accompanying the Product on that hardware and operating system software for which it was designed, as stated in the Documentation. Use of the Product with hardware and/or operating system software other than that for which it was designed voids this applicable warranty. Licensor warrants that the Product does not infringe any existing U.S. patent, copyright, trademark, or trade secret, to the best of its knowledge. If You promptly notify Licensor of any such claim, Licensor will indemnify You and hold You harmless against such claim, and will control any defense or settlement, unless You have modified the Product, combined the Product with any software or portion thereof owned by any third party that is not specifically authorized. If commercially reasonable, Licensor will either obtain the right for You to use the Product or will modify the Product to make it non-infringing. The remedies above are Your exclusive remedies for Licensor's breach of any warranty contained herein.
5. Warranty Disclaimer & Limitations on Liability.
THE FOREGOING WARRANTIES ARE IN LIEU OF OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT. SOME STATES DO NOT ALLOW SUCH DISCLAIMING OF WARRANTIES SO SOME OR ALL OF THE DISCLAIMER ABOVE MAY NOT APPLY TO YOU. IN NO EVENT WILL LICENSOR OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF YOUR USE OR INABILITY TO USE THE PRODUCT (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), OR OTHER SIMILAR DAMAGES HOWEVER SUCH DAMAGES ARISE, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, BREACH OF WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) EVEN IF LICENSOR OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN PREVIOUSLY ADVISED OR WAS ACTUALLY AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE TO YOU FOR YOUR LOSS OF DATA RESULTING FROM, INCLUDING BUT NOT LIMITED TO, WEATHER INCIDENTS, SERVER PROBLEMS, OR FAILURE TO REMOVE DATA AFTER THE 45-DAY FREE TRIAL. ALL SUCH DAMAGES ARE EXPRESSLY DISCLAIMED, WAIVED AND RELEASED AS A MATERIAL CONDITION OF AND AS CONSIDERATION FOR THIS AGREEMENT AND THE OTHER TERMS HEREIN. LICENSOR AND ITS AUTHORIZED REPRESENTATIVES WILL NOT BE LIABLE FOR ANY SUCH CLAIM BY ANY OTHER PARTY.
6. US Government Restricted Rights.
If You are acquiring the Product on behalf of the US Government, it is classified as "Commercial Computer Product" and "Commercial Computer Documentation" developed at private expense, contains confidential information and trade secrets of Licensor and its licensors, and is subject to "Restricted Rights" as that term is defined in the Federal Acquisition Regulations ("FARs"). Contractor/Manufacturer is Journyx, Inc.
7. Export Regulation.
You agree to comply strictly with all US export control laws, including the US Export Administration Act and its associated regulations and acknowledge Your responsibility to obtain Licenses to export, re-export or import the Product.
This License is made under the laws of the State of Texas, USA, excluding the choice of law and conflict of law provisions. This License and the agreement made upon checkout is the entire License between You and Licensor relating to the Product and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this License. If any provision of this License is held invalid, all other provisions shall remain valid unless such validity would frustrate the purpose of this License, and this License shall be enforced to the full extent allowable under applicable law. No modification to this License is binding, unless in writing and signed by a duly authorized representative of each party. The License granted hereunder shall terminate upon Your breach of any term herein. Any Product purchased by You after the purchase of the Product which is the subject of this License shall be subject to all of the terms of this License. All of Journyx, Inc.'s licensors are direct and intended third-party beneficiaries of this License and may enforce it against You.
Any person who accepts the terms of this Agreement represents to Licensor that he or she has read and understood these terms, has the authority to enter into contracts of this nature and is authorized to bind himself or herself, or the company or entity that will be using this License, to this Agreement.
Copyright 1998 - 2011 Journyx All Rights Reserved.