Terms & Conditions of Use:
LICENSE AGREEMENTS CURRENT WAYS SOFTWARE SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENT -IMPORTANT- Read This Carefully Before Opening or Downloading the Software and User Documentation, or Other Media Package. DO NOT PROCEED WITH THE DOWNLOADING, INSTALLATION, EVALUATION OR USE OF THE CURRENT WAYS SOFTWARE, INC. OR ANY OF ITS AFFILIATES, RESPECTIVELY, AS AND WHEN APPLICABLE (INDIVIDUALLY, “CURRENT WAYS” AND COLLECTIVELY, THE “CURRENT WAYS GROUP”) OFFERED PROPRIETARY AND/OR THIRD PARTY PROPRIETARY LICENSED SOFTWARE (“SOFTWARE”) AND USER DOCUMENTATION (“DOCUMENTATION”) (COLLECTIVELY, “SOFTWARE PRODUCT”) THAT, AS APPLICABLE, (I) YOU PLAN TO DOWNLOAD, OR (II) ACCOMPANIES THIS SOFTWARE LICENSE AND SUPPORT SERVICES AGREEMENT (“AGREEMENT”) OR (III) IS PROVIDED TO YOU BY AN AUTHORIZED DISTRIBUTOR, OEM, VAR OR OTHER REMARKETER OF CURRENT WAYS (COLLECTIVELY, “DISTRIBUTOR”) UNTIL YOU, ON BEHALF OF YOUR BUSINESS ENTITY, HAVE READ AND AGREED TO THIS AGREEMENT. BY DOWNLOADING, CLICKING YOUR ACCEPTANCE ACKNOWLEDGMENT, INSTALLING, EVALUATING OR OTHERWISE USING ANY OF THE SOFTWARE PRODUCTS OR SERVICES PROVIDED BY CURRENT WAYS (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU AND YOUR BUSINESS ENTITY ARE CONSENTING TO BE BOUND BY AND WILL BE A PARTY TO THIS AGREEMENT. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR BUSINESS ENTITY TO THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU DO NOT HAVE ANY RIGHT TO DOWNLOAD, INSTALL, EVALUATE, USE OR OTHERWISE BENEFIT FROM THE SOFTWARE PRODUCTS OR SERVICES. 1. GRANT OF LICENSE. If a production license(s) for the Software Product is (are) purchased by you, then this Section 2 shall be applicable. CURRENT WAYS grants to you, a personal, nonexclusive, nonsublicensable, assignable only as accepted by Federal Laws, license to use the corresponding licensed number of copies of the Software, in object code form only, including any Documentation, updates, additional modules, or additional software provided by CURRENT WAYS or through an authorized Distributor solely for your own internal use operations (other than for development or competitive analysis purposes) on the authorized number of computer systems, platform types, servers and other platforms as indicated by your purchase order and for which you have paid the applicable licenses fees for the country in which the Software Product was to be located. You are permitted to copy the Software into the memory of the authorized hardware solely as necessary to use the Software in accordance with this Agreement. You may use one copy of the Software (i) on the authorized hardware at any one time; and (ii) you may only make an additional copy of the Software Product into any computer-readable or printed form for backup or archival purposes required in support of your use of the Software Product pursuant to this Agreement. 2. CONFIDENTIALITY AND PROPRIETARY RIGHTS. You agree (i) not to disclose to any third party the Software Product, (ii) to take all reasonable steps necessary to protect the Software Product from access by or disclosure to any third party, and (iii) will immediately advise CURRENT WAYS of any unauthorized disclosure or access to the Software Products. You acknowledge that title and full ownership, trade secrets, copyright and patent rights to the Software Products remain with CURRENT WAYS, or the respective suppliers, whether nor not any portion thereof is or may be validly copyrighted or patented. The Software Product is protected by United States, local and international copyright and/or patent laws and international treaty provisions. 3. MODIFICATIONS AND REVERSE ENGINEERING. Except as otherwise provided herein, you shall not copy, modify, reverse engineer, map, decompile, enhance, or make derivative works or compilations or portions or otherwise the source code internal structure, organization or any other aspect of the Software, or any part thereof. Any unauthorized modifications, derivative works, or any other intellectual property, created directly or indirectly using or referring to the Software, or components thereof, or enhancements of the Software, shall belong exclusively to CURRENT WAYS, and/or the respective suppliers and you hereby assign any and all rights in them (including without limitation moral rights) to CURRENT WAYS. You hereby agree to promptly enter into any further documentation required by CURRENT WAYS in its sole discretion to legally or commercially effect such assignment, including, without limitation, ensuring that your employees and/or contractors do the same. You hereby expressly waive any rights you may obtain inconsistent with the foregoing through application of the law of any other country or otherwise. You hereby acknowledge that you have no right whatsoever and shall have no right whatsoever, whether by the express terms of this Agreement or by any course of conduct, to use, review, or access the source code for the Software. 4. OTHER RESTRICTIONS. You may not sell, sublicense, transfer or assign the Software Product, or in part, without the express written consent of CURRENT WAYS, except as allowed under Federal Laws. You may not modify or translate the Software Product. You further agree: (i) not to remove any Software Product identification or notices of any proprietary or copyright restrictions from the Software or any Documentation; (ii) not to develop any derivative works thereof or include any portion of the Software in any other software program; and (iii) not to develop methods to enable unauthorized parties to use or access the Software Product. 5. LIMITED WARRANTY AND REMEDY. If and when you are provided with a copy of the Software Product via a physical media, CURRENT WAYS warrants the physical media, and the physical documentation, to be free of defects in materials and workmanship for a period ninety (90) days from the date of shipment. If CURRENT WAYS receives notification within this warranty period of any such defects and such notification is determined to be correct, CURRENT WAYS will, at its sole option and discretion, repair or replace the media or documentation. The foregoing is your sole and exclusive remedy and states CURRENT WAYS’s entire liability arising out of this warranty. 6. SUPPORT SERVICES. 6.1 Support Services. If and when you subscribe for support services (“Support”) for the Software Product then you will be entitled to the support services described below and to the extent then currently indicated at www.CurrentWays.com. The initial Support period (“Support Period”) commences on the date that you subscribe for such services, expires after the applicable numbers of years for Support you purchase, and renews on an annual basis thereafter at CURRENT WAYS’s then current noticed terms and pricing, unless (i) either party gives the other no less than thirty (30) days prior written notice of non-renewal, or (ii) both parties agree to a specific multi-annual period. Should you discontinue your Support subscription and thereafter desire to re-subscribe, you will be responsible for the payment of CURRENT WAYS’s then current reinstatement fees in addition to the payment of the then current Support fees. “Notwithstanding anything herein or any other agreement between the parties, Current Ways reserves the right to End of Life product support as identified in Current Ways’s End of Life policy and notified via the Current Ways website at www.Current Ways.com. In the event Current Ways terminates our support obligation through the End of Life policy Current Ways will refund remaining monies for unused support.” 6.2 Support shall include, if and to the extent subscribed: (i) web access customer support portal and knowledge base and (ii) telephone support for critical issues, during the normal business hours of the responsible CURRENT WAYS GROUP entity,, unless you have subscribed for additional support coverage, and (iii) all error corrections, updates and revisions that is made generally available by CURRENT WAYS to its other Support subscribers. No on-site support services are provided by CURRENT WAYS. 7. NO OTHER WARRANTIES. THE LIMITED WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER CONDITIONS AND WARRANTIES FOR THE SOFTWARE AND DOCUMENTATION. THE CURRENT WAYS GROUP, AND ITS SUPPLIERS AND DISTRIBUTORS MAKE NO OTHER CONDITIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIM ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FOR THE SOFTWARE AND DOCUMENTATION. 8. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL THE CURRENT WAYS GROUP OR ITS SUPPLIERS AND DISTRIBUTORS BE LIABLE TO YOU FOR ANY COSTS OF SUBSTITUTE PRODUCTS, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE LICENSE OR, USE OF, OR INABILITY TO USE ANY SOFTWARE OR DOCUMENTATION, OR THE SUPPORT SERVICES EVEN IF THE CURRENT WAYS GROUP OR ITS SUPPLIERS AND DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE CURRENT WAYS GROUP’S OR ITS SUPPLIERS’ OR DISTRIBUTORS’ LIABILITY EXCEED THE PAID LICENSE FEE FOR THE AFFECTED SOFTWARE PRODUCT OR THE PAID SUPPORT SUBSCRIPTION FEE FOR THE AFFECTED SUPPORT FOR THE THEN CURRENT SUPPORT PERIOD. 9. TERM. This Agreement and the applicable license grant is effective until terminated. You may terminate it at any time by destroying the Software together with all copies, modifications and merged portions in any form. This Agreement and license grant will also terminate automatically upon your failure to comply with any term or condition of this Agreement. In the event of such termination, you agree to promptly destroy the Software Product together with all copies, modifications and merged portions in any form. Sections 1, 3, 4, 5, 8, 11, and 12 shall survive any termination or expiration of this Agreement or license grant. 10. GOVERNING LAW. This Agreement shall be governed by and interpreted only in accordance with the laws of the State of California, U.S.A., without reference to conflict of laws principles. 11. FORUM SELECTION AND DISPUTE RESOLUTION (a) Except as otherwise provided below, any controversy or claim arising out of or relating to this Agreement shall be submitted to final and binding arbitration before, and in accordance with, the rules of the International Chamber of Commerce (“ICC”). If the claim seeks damages of U.S. $100,000 or less, it shall be decided by a single independent arbitrator. If the claim seeks damages in excess of U.S. $100,000, it shall be decided by three (3) independent arbitrators, one nominated by each party and one selected by the ICC, in accordance with ICC’s rules and procedures. The arbitration process, including selection of the arbitrator or arbitrators, exchanges of requests for information and the arbitration hearing shall be completed within sixty (60) days following the initiation of the arbitration by either party. The arbitrator(s) shall issue a written judgment within ten (10) days following the arbitration hearing. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof. This provision is self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Such arbitration shall be conducted in San Diego, California. (b) Notwithstanding the foregoing: (i) any claim relating to the validity of the Software Products’ copyright or patents, the CURRENT WAYS trademarks, or other proprietary technology or intellectual property shall not be determined by arbitration, but only by a court located in the Southern U.S. Federal District of California, to whose jurisdiction the parties hereby consent or such other court with CURRENT WAYS, in its sole discretion as owner of the licensed intellectual property, shall select; and (ii) you acknowledge that any breach of your obligations under this Agreement which relates to the proprietary rights, or which is otherwise not subject to remedy by monetary damages, will cause CURRENT WAYS irreparable harm, and that CURRENT WAYS accordingly will be entitled to injunctive and other equitable relief in addition to all other remedies provided by this Agreement or available at law, in any court of competent jurisdiction. 12. GENERAL. This is the entire Agreement, including any and all agreed to price and payments terms, between you and CURRENT WAYS, and supersedes any prior agreement or representations, if any, whether written or oral, relating to the subject matter of this Agreement. The parties disclaim the application of the United Nations Convention on the International Sale of Goods. You may not export or re-export the Software or documentation without the appropriate United States or foreign government licenses. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement can only be modified in writing by the parties. Any and all waivers of a party must also be in writing.
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