PLEASE READ CAREFULLY: THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND/OR YOUR ORGANIZATION (“LICENSEE”), AND COPPEREGG CORPORATION (“COPPEREGG”). USE OF THE COPPEREGG “COLLECTOR CODE” SOFTWARE (THE “SOFTWARE”), INCLUDING WITHOUT LIMITATION ALL ASSOCIATED DOCUMENTATION, IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY DOWNLOADING OR INSTALLING THE SOFTWARE OR OTHERWISE SIGNIFYING ACCEPTANCE OF THIS AGREEMENT, LICENSEE AGREES TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
All questions concerning this Agreement should be directed to CopperEgg Corporation at email@example.com (“CopperEgg”).
1. Definitions. “Software” means the CopperEgg software provided to Licensee by CopperEgg in connection with this Agreement, in object code format only, as such software is updated from time-to-time in CopperEgg’s sole discretion. “Documentation” means any documentation, in either electronic or printed format, provided with or relating to the Software, if any. “Licensee Network” means the hardware and software components, including client machines, servers, and internetworking devices.
2. Deliverables. All Software and Documentation are included as shipped or made available for download by CopperEgg or an authorized reseller.
3. Software License. Subject to the terms and conditions of this Agreement and effective upon Licensee’s entry into that certain separate Analytics Services Agreement by and between the parties (the “Analytics Service Agreement”), CopperEgg grants to Licensee a personal, non-sublicensable, non-exclusive, non-transferable license for the duration of the Term (as defined therein) of the Services Agreement: (a) install, or have installed, the Software solely within the Licensee Network, (b) use the Software, in accordance with the Documentation, on the Licensee Network in accordance with the Software’s normal and intended use and subject to applicable limits, and (c) make a reasonable number of copies of the Software for archival or backup purposes only. CopperEgg reserves all rights in the Software not expressly granted to Licensee in this Agreement. Upon reasonable notice to Licensee, CopperEgg may, either itself or through an independent third party auditor, enter onto Licensee’s premises during Licensee’s normal business hours to inspect and audit Licensee’s computer systems, network, and records to verify that Licensee’s use of the Software is in compliance with the terms of this Agreement.
4. Restrictions. Licensee may not: (a) modify, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the source code or protocols from the object code of the Software or knowingly permit or encourage any third party to do so, (b) use the Software in any manner to provide service bureau, time-sharing or other computer services to third parties, or (c) use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by any government agency, or (d) impersonate another person or provide false identity information to gain access to or use the Software (e.g. create multiple accounts under different aliases).
5. Ownership. This license confers no ownership rights to Licensee and is not a sale of any rights in the Software, the Documentation, or the media on which either is recorded or printed. CopperEgg shall own and retain ownership of all right, title, and interest in and to (i) the Software and any copies thereof; (ii) the Documentation and any copies thereof; (iii) any ideas, suggestions, or feedback relating to the Software and Documentation (“Feedback”); and (iv) all intellectual property rights embodied within the foregoing (i)-(iii). Licensee hereby irrevocably assigns and agrees to assign all of Licensee’s right, title, and interest in and to any Feedback to CopperEgg.
6. Third Party Elements. Licensee acknowledges that (i) the Software may contain other software or components that are either owned by a third party or in the public domain, and (ii) CopperEgg has no proprietary interest in such software or components (collectively and each, the “Third Party Software”), and as such, cannot grant you a license to use such Third Party Software. A listing of such Third Party Software is made available to you in the Documentation, the “Read Me” files for each component of Third Party Software, and is set forth in the THIRDPARTYSOFTWAREREADME.txt file located in the installation directory of the Software, and is available upon written request from CopperEgg. Your rights in the Third Party Software are governed by and subject to the terms and conditions set forth in the applicable third party licenses set forth in the Documentation, the “Read Me” files for each component of Third Party Software, and in the THIRDPARTYSOFTWAREREADME.txt file located in the installation directory of the Software. By installing or using such Third Party Software, you acknowledge and agree to fully comply with such terms and conditions. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN SUCH TERMS AND CONDITIONS, THE DISCLAIMERS SET FORTH HEREIN AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO COPPEREGG AND ITS LICENSORS WITH RESPECT TO SUCH THIRD PARTY SOFTWARE. COPPEREGG IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY SUCH THIRD PARTY SOFTWARE UNLESS EXPRESSLY AGREED TO IN WRITING BY COMPANY UNDER A SEPARATE AGREEMENT. YOU FURTHER AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND COMPANY AND ITS LICENSORS FROM AND AGAINST ANY CLAIMS OR LAWSUITS, INCLUDING ATTORNEYS’ FEES, THAT ARISE OR RESULT FROM THE USE OR DISTRIBUTION OF SUCH THIRD PARTY SOFTWARE.
7. Confidentiality. The Software and Documentation contain proprietary and confidential information of CopperEgg or CopperEgg’s licensors as well as trade secrets owned by CopperEgg or CopperEgg’s licensors. Licensee agrees to hold the Software and Documentation in strict confidence and not to use or disclose the Software or Documentation in any way except as expressly permitted hereunder. Licensee agrees to protect the Software and Documentation at least to the same extent that it protects its similar confidential information, but in no event less than reasonable care.
8. Automatic Updates. CopperEgg may provide updates to the Software at any time, with or without notice to Licensee. Such updates may be provided to Licensee in due course, but CopperEgg has no obligation to provide such updates to Licensee. Such updates may cause the Software to no longer be compatible with certain versions of other CopperEgg or third party software or systems, and CopperEgg accepts no responsibility for any non-compatability.
9. DISCLAIMER OF WARRANTIES. COPPEREGG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, MAINTENANCE AND SUPPORT SERVICES, INSTALLATION SERVICES, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) OR SERVICES SUPPLIED BY COPPEREGG, ITS RESELLERS, OR ITS AGENTS, AND COPPEREGG HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, ACCURACY OF DATA, AND NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY. NEITHER COPPEREGG NOR COPPEREGG’S LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. COPPEREGG AND COPPEREGG’S LICENSORS’ CUMULATIVE LIABILITY TO LICENSEE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND SHALL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE TO COPPEREGG OR ITS AUTHORIZED RESELLER FOR THE SERVICE, PROVIDED THAT ANY LIABILITY HEREUNDER SHALL BE CUMULATIVE WITH CLAIMS BROUGHT UNDER THE ANALYTICS SERVICE AGREEMENT. THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF COPPEREGG’S BARGAIN HEREUNDER, AND LICENSEE ACKNOWLEDGES THAT COPPEREGG WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE TO LICENSEE ABSENT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
11. Government Users. If Licensee is a branch or agency of the United States Government or a contractor thereto, the following provision applies. The Software and Documentation are comprised of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and are provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policies set forth in 48 C.F.R. 12.212; or (ii) for acquisition on behalf of the department of defense consistent with the policies set for the in 48 C.F.R. 227.7202-1 (Aug. 1995) and 227.7202-3 (Aug. 1995).
12. Term and Termination. This Agreement is effective upon installation of the Software, and shall remain in effect until the termination or expiration of the Term under the Analytics Services Agreement. In addition, this Agreement will automatically terminate upon Licensee’s failure to comply with any term or condition of this Agreement. Upon termination, (i) Licensee shall cease all use of the Software, (ii) Licensee shall either return to CopperEgg or destroy both the Software and the Documentation together with any copies thereof; and (iii) all terms and conditions of this Agreement shall cease, except for Sections 1 (Definitions), 4 (Restrictions), 5 (Ownership), 7 (Confidentiality), 8 (Disclaimer of Warranties), 11 (Limitation of Liability), 13 (Term and Termination), and 13 (General) which shall survive termination of this Agreement.
13. General. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, USA, without regard to any principles of conflict of laws. All disputes arising under this Agreement shall be brought exclusively in a federal or state court located in Travis County, Texas. Licensee consents to the personal jurisdiction of such courts and hereby waives any objection to venue of such courts. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. No terms, provisions, or conditions of any purchase order, acknowledgement, check, or other business form that Licensee may use in connection with the acquisition or licensing of the Software will have any effect on the rights, duties, or obligations of the parties under this Agreement, regardless of any failure of CopperEgg to object to such terms, provisions, or conditions. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, whether in writing or oral, with respect to the subject matter of this Agreement. This Agreement may not be amended or modified in any respect unless approved in writing and signed by a duly authorized representative of the respective parties. Licensee’s rights under this Agreement may not be transferred or assigned without the prior express written consent of CopperEgg, and any such attempted assignment shall be void. CopperEgg may assign this Agreement in its discretion.