BEFORE ACCESSING AND USING THE EVERTRUE ADVANCEMENT PLATFORM AND WEBSITE (THE “SOFTWARE”), YOU SHOULD CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT (THE “AGREEMENT”) THAT APPLIES TO THE SOFTWARE. BY ACCESSING, BROWSING, CONTRIBUTING TO OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE FOR YOUR COMPANY (COLLECTIVELY, “CUSTOMER”) AND EVERTRUE, INC. (“LICENSOR”) TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHALL NOT ACCESS, BROWSE, CONTRIBUTE TO, OR OTHERWISE USE THE SOFTWARE.
Licensor hereby grants and You accept a non-exclusive, non-transferable license, without the right to sublicense, to use the Software, subject to the following terms and conditions:
1. Proprietary Rights
The Software, including any documentation, is subject to the protection of the copyright laws of the U.S. and foreign jurisdictions, which prohibit unauthorized copying and distribution of copyrighted works. The Software and documentation incorporate Licensor’s proprietary and confidential algorithms and techniques that are subject to legal protection as trade secrets. You are granted only those rights expressly conferred by the license grant set forth in Section 2 of this Agreement.
2. License Grant
Licensor grants you a non-transferable, non-exclusive, worldwide license, without the right to sublicense, to:
a. Install and use the Software on a single device solely for your use in a manner consistent with the terms of this Agreement.
b. Your license to use the Software is limited to Your use as an agent of your employer with whom you may have additional restrictions and obligations with respect to the use of the data provided by the Software.
c. Your license to use the Software may also be subject to certain terms and conditions of a Master Software Agreement (“MSA”) entered into between your employer and Licensor. In the case of any conflicts in terms between this EULA and the MSA, the terms of the MSA shall prevail.
3. Reserved Rights
Licensor reserves any rights not expressly granted in Section 2. Without limiting the foregoing, Licensor reserves the right to license the Software and documentation to others on such terms as Licensor may establish in its sole discretion.
You may not:
a. Use the Software except as expressly authorized in this Agreement
b. License, sublicense, sell, resell, transfer, assign, distribute, hypothecate, lease, loan or otherwise convey, commercially exploit or make available to any third party the Software or documentation in any way;
c. Send to licensor material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, or otherwise interfere with or disrupt the integrity or performance of the Software;
d. Modify, translate or adapt the Software or documentation, incorporate the Software or documentation in whole or in part in any other product or create derivative works based on all or part of the Software or documentation;
e. Copy the Software or documentation in any manner or for any purpose.
f. Install or use the Software in a network or similar configuration which permits access by more than one user or device at a time;
g. Disassemble, decrypt, extract, reverse engineer or reverse compile the Software, or otherwise attempt to discover the confidential algorithms and techniques incorporated in the Software, or disclose or use any confidential information of Licensor in any manner other than as expressly authorized in this Agreement; or
Share Your login with any other person (including another user or other third party).
You are expected to adhere to certain norms in Your interaction with alumni and Your treatment of the information that the Software provides. Use of the information available in the Software for any commercial or political solicitations is strictly prohibited. Such unauthorized use may result in termination of this license and denial of access to the Software.
This Software is for official institution and alumni personal use only, and for the individual communication of a personal nature among such users. Use of this directory or the information available for any other purpose, including, but not limited to, reproducing, and storing in a retrieval system by any means, electronic or mechanical, photocopying or using the addresses (electronic or otherwise) or other information contained in this directory for any commercial, philanthropic, or political purpose or mailing is strictly prohibited and is in direct violation of copyright and constitutes misappropriation of corporate property. Such unauthorized use may also violate the rights of privacy and/or publicity of individuals.
This Agreement is effective until terminated, or the termination of the MSA, whichever occurs first. The Agreement and Your right to install and use the Software and documentation will automatically terminate without notice in the event of any failure by You to comply with any of the above restrictions or any term of this Agreement. Upon termination, You shall destroy or delete all copies of the Software in Your possession. All provisions of Sections 1, 7 and 8 of this Agreement shall survive termination.
6. Limited Warranty
- You acknowledge and agree that the Software is provided “AS IS” without warranty of any kind. This is Licensor’s entire liability and Your sole and exclusive remedy in connection with any breach of this Agreement, including, but not limited to, any breach of warranty. By accepting this Agreement, You acknowledge and agree that Licensor cannot and does not guarantee or warrant that files available for downloading through the Internet will be free of infection or viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. You download all files at Your own risk.
- LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS.
7. Limitation of Liability
In no event will Licensor be liable for any damages including any lost profits or other incidental, special, punitive, exemplary, direct, indirect or consequential damages, arising out of or related to the Software, documentation or the use thereof, even if Licensor has been advised, or is otherwise aware, of the possibility of such damages and even if the warranty remedy of Section 7 fails of its essential purpose. You agree that the Limited Warranty of Section 7 and the Limited Liability of Section b are reasonable in light of the licenses fees paid under the License Agreement.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental, special, punitive, or other indirect or consequential damages, so the limitations or exclusions of Sections 7 and 8 of the License Agreement may not apply to You. IN SUCH STATES, THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
This Agreement, the license granted hereunder, the Software, any modifications thereto and any Services may not be assigned or in any way transferred without the prior written consent of Licensor. This Agreement is entered into solely for the respective benefit of the parties and their successors and assigns, and nothing in this Agreement will be construed as giving any right, remedy or claim under this Agreement to any third parties. Licensor shall not be in default to the extent that failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond its control, including acts of God, fire, natural disaster, war, terrorism, riot or other civil disturbance, outages of electrical, telecommunications or computer server hosting services, acts of government or labor strikes or lockouts (“Force Majeure”). The terms of this Agreement shall be construed in accordance with the substantive laws of the Commonwealth of Massachusetts, United States of America, without giving effect to the principles of conflict or choice of law of such Commonwealth. The original of this Agreement has been written in English. The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or to have this Agreement written in any language other than English. Licensor and You exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this Agreement. If any provision of this Agreement is held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision shall be constructed by limiting or reducing it so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. This Agreement represents the entire understanding between the parties with respect to its subject matter and supersedes all prior written and oral communications. This Agreement may not be modified except by a written agreement signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a written agreement signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. The relationship of the parties shall be that of independent contractors. Nothing herein shall be construed to create any agency, partnership, joint venture or similar relationship or to subject the parties to any implied duties or obligations respecting the conduct of their affairs which are not expressly stated herein. Neither party shall have any right or authority to assume or create any obligation or responsibility, either express or implied, on behalf of or in the name of the other party, or to bind the other party in any matter or thing whatsoever.