PLEASE READ THIS LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE DOWNLOADING THE SOFTWARE ("SOFTWARE") AND ACCOMPANYING DOCUMENTATION ("DOCUMENTATION") FROM THIS WEB SITE. BY DOWNLOADING THE SOFTWARE AND/OR DOCUMENTATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD THE SOFTWARE OR THE DOCUMENTATION.
(a) Grant. InMon Corp. ("InMon") hereby grants you a non-exclusive, non-transferable and non-sublicenseable right and license during the term of this Agreement to use one copy of the Software, including all supporting Documentation.
(b) Restrictions. You hereby agree not to use the Software or Documentation for any purpose other than as set forth in 1(a), without separate authorization in writing from InMon and payment of applicable license fees. In particular (and to the fullest extent permitted by law), you agree not to attempt to decompile, decipher or disassemble the Software or to otherwise reverse engineer the Software (or knowingly permit others to do so), or to use the Software or Documentation for any commercial purpose. You shall not copy the Software or Documentation, in whole or in part, except as necessary to use or archive the Software.
2. Ownership. Except for the limited rights expressly granted to you under Section 1, (i) InMon reserves all rights, title and interests in and to the Software and Documentation, (ii) no right, title, ownership, interest or license in or to the Software and Documentation, whether by implication, estoppel or otherwise, is granted, assigned or transferred to you under or in connection with this Agreement. You acknowledge and agree that the Software and the Documentation are proprietary products of InMon protected under U.S. copyright, patent and trademark law. You further acknowledge and agree that all rights, title, and interest in and to the Software and the Documentation, including associated intellectual property rights, are and shall remain with InMon. By downloading the Software and Documentation, you waive any claim to or proprietary interest in the technology.
3. Notice. The Software and the Documentation contain copyrighted material, trade secrets and other proprietary information of InMon, and may be covered by pending and issued patents. You agree not to remove or destroy any patent, copyright or other proprietary rights notices contained in or on the Software.
4. Protection of Data. You shall have the sole responsibility for adequate protection and backup of your data used in connection with the Software, and you shall not have any claim against InMon for lost data, work delays or lost profits resulting from the use of the Software.
5. No Warranty. Because the software is licensed free of charge, there is no warranty. THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND INMON DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL INMON BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS (INCLUDING WITHOUT LIMITATION ATTORNEYS' OR EXPERTS' FEES), INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE OR THE DOCUMENTATION OR OTHERWISE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR NOT INMON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.
(a) Term. The term of this Agreement shall commence upon your downloading the Software and/or Documentation and will continue in effect until terminated by either party in accordance with Section 6(b).
(b) Termination. You may terminate this Agreement at any time by returning the Software and Documentation to InMon and certifying to InMon in writing that the Software and Documentation have been destroyed. Termination of this Agreement shall not relieve you of any obligations set forth in this Agreement with respect to the protection of the Software and Documentation, and all such obligations shall continue in accordance with the terms of this Agreement in perpetuity.
7. Governing Law and Venue. This Agreement shall be governed by and construed under, and the legal relations between the parties hereto shall be determined in accordance with, the laws of the State of California, without giving effect to such state's conflicts of law principles. In any dispute arising out of this Agreement, you and InMon each consent to the jurisdiction of the state courts of San Francisco County, California and the federal courts for the Northern District of California and agree to bring any actions arising out of this Agreement only in such courts.
8. No Assignment. You shall not assign, transfer or pledge this Agreement, or any interest, license or rights of any kind herein, in any manner without the prior written consent of InMon.
9. Independent Contractor. This Agreement does not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between the parties. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
10. Attorneys' Fees. In the event of any litigation or other legal proceedings between you and InMon arising under or relating to this Agreement, the prevailing party therein shall be entitled to recover its attorneys' and experts' fees and costs in addition to any other relief to which it may be entitled.
11. Severability. If any provision of this Agreement or portion thereof is determined by a court of competent jurisdiction, or declared under any law, rule or regulation of any government having jurisdiction over the parties hereto, to be invalid, illegal or otherwise unenforceable, then such provision will, to the extent permitted by the court or government not be voided but will instead be construed to give effect to its intent to the maximum extent permissible under applicable law and the remainder of this Agreement will remain in full force and effect according to its terms.
12. Entire Agreement; Waiver. This Agreement constitutes the entire agreement between you and InMon concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings and agreements between you and InMon respecting the subject matter of this Agreement. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.