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TALTECH SOFTWARE IS LICENSED, NOT SOLD. USE OF THIS SOFTWARE IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THIS LICENSE AGREEMENT BEFORE USING THE SOFTWARE. USE OF SOFTWARE INDICATES COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY ADDITIONAL OR DIFFERENT PURCHASE ORDER TERMS AND CONDITIONS SHALL NOT APPLY.
END-USER LICENSE AGREEMENT (“Agreement”) for No-Charge Software
Clicking “accept” or installing and/or using the Software (defined below) establishes a binding agreement between TAL Technologies, Inc. (“TALTECH”) and you as the person or entity licensing the Software (“Customer”); provided that if you are accepting this Agreement on behalf of a legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term “Customer” refers to such entity. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, IMMEDIATELY RETURN, OR IF RECEIVED ELECTRONICALLY, CERTIFY DESTRUCTION OF SOFTWARE AND ALL ACCOMPANYING ITEMS, AND YOU WILL RECEIVE A FULL REFUND OF ANY LICENSE FEE PAID.
1. SOFTWARE; OWNERSHIP; GRANT OF LICENSE.
1.1 The software, including any upgrades, updates, modifications, revisions, copies, and documentation made available by TALTECH (“Software”), is available for download by Customer at no charge. To the extent Customer requests and TALTECH accepts a request to download the Software from TALTECH’s customer center, each such request will constitute a contract between Customer and TALTECH, which shall be governed solely and exclusively by the terms and conditions of this Agreement, All software shall be deemed delivered when made available to Customer for download.
1.2 Software, including all copies and documentation, is copyrighted, trade secret and confidential information of TALTECH or its licensors, who maintain exclusive title to all Software and retain all rights not expressly granted by this Agreement. You must hold TALTECH confidential information in strict confidence. TALTECH grants to Customer, subject to Customer’s compliance with the terms and conditions of this Agreement, a nontransferable, nonexclusive license to use Software solely: (a) in machine-readable, object or executable code form; and (b) for Customer’s internal business purposes. Customer acknowledges that no-charge versions of the Software may have more limited functionality than commercial versions available for a fee. Customer acknowledges that TALTECH may discontinue the no-charge program at any time. Customer may choose to, but is not required to, provide suggestions, data, or other information to TALTECH regarding possible improvements in the operation, functionality or use of Software, whether in the course of receiving services, evaluating Software or otherwise, and any inventions, product improvements, modifications or developments made by TALTECH, at its sole discretion, will be the exclusive property of TALTECH.
2.1 Customer shall not loan, rent, lease, distribute, or otherwise transfer Software without TALTECH’s prior written consent, except as part of a permanent transfer of the Software as permitted by this Agreement. Customer may copy Software only as reasonably necessary to support the authorized use. Each copy must include all notices embedded in Software as received from TALTECH. All copies remain the property of TALTECH or its licensors. Customer shall not: (a) use the Software or allow its use for developing, enhancing or marketing any product that is competitive with the Software; or (b) disclose to any third party the results of or information pertaining to any testing of the Products against a third party’s products for the purpose of competitive comparison. Customer shall not reverse-assemble, reverse-compile, reverse-engineer or in any way derive source code from Software.
2.2 Customer may allow third party consultants or contractors (“Authorized Third Parties”) to access and use the Software on Customer’s behalf as long as: (a) the use is solely for Customer’s internal business operations; (b) each Authorized Third Party understands confidentiality obligations with Customer protecting TALTECH’s intellectual property; (c) Customer ensures that the Authorized Third Party’s use of the Software complies with the terms of this Agreement.
2.3 All Software is commercial off-the-shelf computer software.
3. CUSTOMER RESPONSIBILITIES; DISCLAIMER OF WARRANTIES;
Customer is solely responsible for selecting the Software to achieve its intended results, and for the installation of, use of, and results obtained from the Software. Customer is solely responsible for compliance with all laws, rules and regulations applicable to Customer’s use of the Software. Customer is solely responsible for any taxes, customs duties or similar charges arising out of Customer’s receipt or use of the Software. The Software is made available by TALTECH AS-IS, without warranty of any kind. TALTECH AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. TALTECH may, but is not required to, make patches, updates and upgrades to the Software available from time to time. Installation and use of such releases are governed by the terms of this Agreement.
4. DISCLAIMER OF LIABILITY.
The Software is provided to Customer at no-charge. TALTECH AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. WITHOUT LIMITING THE FOREGONING, IN NO EVENT SHALL TALTECH OR ITS LICENSORS BE LIABLE FOR DIRECT, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST DATA, LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF TALTECH OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer acknowledges that the Software is provided at no-charge, reflecting the allocation of risk set forth in this Agreement and that TALTECH would not enter into this Agreement or offer the Software at no charge without these limitations on its liability. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages for certain types of claims, so the above limitation may not apply to you to the extent prohibited by such local laws.
5. TERM AND TERMINATION.
This Agreement remains effective until terminated. TALTECH may terminate this Agreement upon 30 days written notice if Customer is in material breach and fails to cure such breach within the 30 day notice period. If a Software license was provided for limited term use, such license will automatically terminate at the end of the authorized term. On termination of this Agreement or any Software license under this Agreement, Customer shall ensure that all use of the affected Software ceases, and shall certify the destruction of all copies of the Software used by Customer to TALTECH’s reasonable satisfaction. The following sections will survive any termination of this Agreement: 1-4 and 6-7.
Customer agrees to comply with all international and national laws that apply to the Software, including, but not limited to, the U.S. Export Administration Regulations, economic sanctions regulations administered by the Office of Foreign Assets Control, as well as similar restrictions issued by U.S. and other governments, which prohibit the provision of Software to specified destinations, end-users and end uses. Customer specifically represents and warrants that it will not export, re-export, sell, supply or transfer the Software to any country or person to which the United States has embargoed or restricted the provision of the Software, including, but not limited to, Cuba, Iran, North Korea, Sudan (North) or Syria, nationals of those countries, or to any other embargoed or restricted destination or person.
7. GENERAL TERMS.
This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, USA. This provision shall not restrict TALTECH’s right to bring an action against Customer or its subsidiary in the jurisdiction where Customer’s or its subsidiary’s place of business is located. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. This Agreement may only be modified in writing by authorized representatives of the parties. All notices required or authorized under this Agreement must be in writing and shall be sent, as applicable, to Customer’s legal department. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.