BY CLICKING "I AGREE", DOWNLOADING, ACCESSING, INSTALLING, RUNNING OR USING SENDANA DATE by STRATELYZE LLC ("SOFTWARE"), YOU AGREE (I) THAT THIS SOFTWARE LICENSE AGREEMENT IS A LEGALLY BINDING AND VALID AGREEMENT, (II) TO ABIDE BY THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, AND (III) TO TAKE ALL NECESSARY STEPS TO ENSURE THAT THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT ARE NOT VIOLATED BY ANY PERSON OR ENTITY UNDER YOUR CONTROL OR IN YOUR SERVICE. IF YOU ARE USING THE SOFTWARE ON BEHALF OF AN ORGANIZATION, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT FOR THAT ORGANIZATION AND PROMISING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN THAT CASE, "YOU" AND "YOUR" ALSO REFERS TO THAT ORGANIZATION. IF YOU DO NOT AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT, DO NOT CLICK "I AGREE", DOWNLOAD, ACCESS, INSTALL, RUN OR USE THE SOFTWARE. THIS SOFTWARE LICENSE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
- Under this Software License Agreement (the "Agreement"), Stratelyze LLC (the "Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use Sendana Date (the "Software").
- "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.
- Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
- The Software may be loaded onto no more than one computer. A single copy may be made for backup purposes only. Upon request at Vendor’s sole discretion an additional license may be offered in the instance of the Licensee using a business computer and a computer residing solely at the Licensee’s place of residence (Home Computer).
- The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
- The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
- Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
- The original purchase price paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement. In the event pursuant to terms of this agreement license is revoked a new license and purchase will be required.
Limitation of Liability
- The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
- The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
- The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
- PRE-COMMERCIAL RELEASE OR BETA SOFTWARE. If the Software You have received with this SOFTWARE LICENSE AGREEMENT is a pre-commercial release or a beta version, then You understand the Software (i) is the Confidential Information of Stratelyze LLC, its licensors and suppliers, and (ii) does not represent a final product of Stratelyze LLC. You have no right to (i) modify, enhance, adapt, alter, translate, or create derivative works of such Software; (ii) merge or wrap the Software with other software; (iii) sublicense, lease, rent, loan, sell, export, or otherwise transfer or distribute the Software to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (v) otherwise use or copy the Software. The Software may contain bugs, errors and other problems that could cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR BETA SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS AND STRATELYZE LLC DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY TO YOU OF ANY KIND.
- EVALUATION SOFTWARE. In the instance of a fixed term license such as with a trial version, the license to use the Software begins on installation and shall be for the duration identified by Us. Subject to the terms and conditions of this SOFTWARE LICENSE AGREEMENT, if (i) the Software is identified as a demonstration, evaluation, trial, "not for sale" ("NFS") or "not for resale" ("NFR") version ("Evaluation Version") in the applicable user documentation, or (ii) You acquired the Software without charge, Your use of the Software is subject to the following terms (a) You may not distribute the Software with any other product or wrap the Software or any Software executable (.EXE, .MSI, .ISO or .DMG or similar executable now known or later developed) with any third party software add-on or offer. You understand that at the end of the evaluation period, You must either stop using the Software or pay for the Software to continue using it unless extended at the sole discretion of the Vendor. If You fail to pay for it, then Your license terminates. Upon expiration of the evaluation period, You will immediately discontinue use of the Evaluation Version and delete and destroy all electronic copies of the Evaluation Version including, but not limited to, all user documentation that may have been provided as part of the evaluation from Your computing device and any other computer devices on which You have installed the Evaluation Version. UNAUTHORIZED USE OF THE EVALUATION VERSION, USE OF THE EVALUATION VERSION BEFORE OR BEYOND THE APPLICABLE FIXED TERM, OR ANY ATTEMPT TO DEFEAT ANY TIME-CONTROL DISABLING FUNCTION IN THE EVALUATION VERSION IS AN UNAUTHORIZED USE CONSTITUTING A MATERIAL BREACH OF THIS SOFTWARE LICENSE AGREEMENT AND APPLICABLE LAW AND WILL AUTOMATICALLY AND IMMEDIATELY TERMINATE YOUR LICENSE TO USE THE SOFTWARE.
Warrants and Representations
- The Vendor warrants and represents that it is the copyright holder or has applied for copyright for the Software.
- All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on installation of the Software.
- The term of this Agreement will begin on Acceptance and is perpetual.
- This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
- The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
- The Parties to this Agreement submit to the jurisdiction of the courts of the State of Michigan for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Michigan.
- This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
- This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
- If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
- This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.
- All notices to the Vendor under this Agreement are to be provided at the following address:
Stratelyze LLC: 6960 Hunters Creek, Kalamazoo, Michigan 49048