By proceeding you are agreeing to be bound by all of the terms and conditions of this agreement. PARAMOUNT INVENTORY, INC. (TOGETHER WITH ITS AFFILIATES, “PARAMOUNT”) AGREES TO LICENSE CERTAIN OF ITS SOFTWARE TO YOU ONLY IF YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS END USER LICENSE AGREEMENT (THIS “EULA”), WHICH SHALL BE DEFINITIVELY EVIDENCED BY ANY ONE OF THE FOLLOWING MEANS: YOUR CLICKING THE ACCEPTANCE OR CONTINUE BUTTON; YOUR INSTALLATION OF THE SOFTWARE; OR ANY USE OF THE SOFTWARE BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT COPY, INSTALL OR USE THE SOFTWARE.
- Limited License: Subject to this EULA and any other contracts, purchase orders, agreements or service plans to which you (or your employer on your behalf) are a party (“Additional Documentation”), you are granted a non-exclusive and nontransferable license (“License”) to install and use the applicable components of the software intended for enterprises and end users, in machine-readable form, together with accompanying documentation (including all copies thereof, the “Software”). No license is granted in the source code of the Software.
- Intellectual Property: The Software is protected by copyright laws, international copyright, patents, trade secrets and other intellectual property rights. Paramount shall retain all right, title, interest, ownership and intellectual property rights in and to the Software. The License confers no title or ownership in the Software and is not a sale of any rights in the Software. The License does not grant you any right to any enhancement or update to the Software. Paramount reserves any and all rights not expressly granted to you. In addition, the Software may incorporate third party intellectual property. For specifics, please email email@example.com. By downloading the software and accepting this agreement, you explicitly agree to indemnify Paramount in the event your use of the software, directly or indirectly, is utilized to compromise the intellectual property rights of Paramount.
- Restrictions: You will not remove or alter any copyright notice or any other notices that appear on the Software. You shall not (and shall not allow any third party to): (i) modify or create derivative works of any Software without the express written consent of Paramount; (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Software (except to the extent that applicable law prohibits reverse engineering restrictions), (iii) provide, lease, lend, sublicense, use for timesharing or service bureau purposes or otherwise use or allow the use of the Software for the benefit of any third party (including by way of multiplexing or pooling) other than permitted by Paramount in writing, (iv) disclose the results of any benchmark testing, technical results or other performance data relating to the Software without Paramount’s prior written consent or (v) use any Software, or allow the transfer, transmission, export, or re-export of any Software or portion thereof in violation of any export control laws or regulations, or in violation of any laws or regulations governing you or your business. If you are an entity, you agree to be responsible for the compliance of each of your employees, contractors and agents with the terms and conditions hereof. You agree to indemnify, hold harmless and defend Paramount and its licensors from and against any claims or suits, including attorneys’ fees and expenses, which arise or result from any illegal use of the Software by (or knowingly and actively assisted by) you.
- No Warranties: PARAMOUNT DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. THE SOFTWARE IS PROVIDED “AS IS” AND PARAMOUNT DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, DESIGN OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR WARRANTIES CONCERNING THE NON INFRINGEMENT OF THIRD PARTY RIGHTS. THE APPLICABLE LAWS OF SOME COUNTRIES MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS IN CONTRACTS WITH CONSUMERS AND THEREFORE THESE EXCLUSIONS MAY NOT APPLY TO YOU AND IN WHICH CASE THIS AGREEMENT DOES NOT AFFECT YOUR STATUTORY RIGHTS.
- Liability Limitation: OTHER THAN LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM PARAMOUNT’S NEGLIGENCE, PARAMOUNT AND ITS LICENSORS SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY CLAIMS ARISING FROM OR RELATED TO USE OF THE SOFTWARE, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, EVEN IF PARAMOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA. IN NO EVENT SHALL PARAMOUNT’S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS EULA OR YOUR USE OF THE SOFTWARE EXCEED (i) THE TOTAL FEES PAID OR PAYABLE BY YOU TO PARAMOUNT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR ACTION AROSE, OR (ii) IN THE EVENT THAT NO FEES HAVE BEEN PAID OR ARE PAYABLE, $50.
- Expiration/Termination: The License is effective until expired or terminated. The License shall terminate immediately without notice from Paramount if you fail to comply with any provision of this EULA or upon a breach of applicable Additional Documentation by you (including breach for nonpayment, if applicable). You may terminate the License earlier at any time. The remaining terms and conditions of this EULA shall survive the termination or expiration of the License.
- Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland in the United States of America. No third party is authorized to modify this agreement or to make any warranties, representations or promises which are different from those set forth in this agreement without express written permission from Paramount. If any of the provisions of this EULA are held to be in violation of applicable law, void, or unenforceable in any court of competent and appropriate jurisdiction, then such provisions are herewith waived to the extent necessary for this EULA to be otherwise enforceable in such jurisdiction.