YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, ACCESSING THE SOFTWARE, OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.
This EULA sets forth the terms and conditions of your use of the software and services offered by Gobo (the "Software"). For the purposes of this EULA, "you" means you, the end user, and "Licensor" means Gobo Technologies, Inc., and its subsidiaries and affiliates.
- License Grant. Licensor hereby grants to you a non-exclusive and non-transferable license to use the Software and related documentation (the "Documentation") solely for the intended purposes of the Software as set forth in the Documentation, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute or sublicense the Software or any rights therein. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided below, this EULA does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation.
You agree that you have no right, power or authority to make any modifications to or unauthorized copies of the Software. You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. You may not release the result of any performance or functional evaluation of the Software without Gobo’s written consent.
- No Assignment; No Transfer. You agree not to transfer or assign the Software and to another party without the prior written consent of Licensor.
- No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Software or assist someone in performing such prohibited acts.
- Import/Export Restrictions. You agree not to import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.
- Title. You agree that Licensor owns and holds title to the Software and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor. The Software and any Documentation are protected by applicable intellectual property laws and by international treaties.
- Term and Termination. This EULA is effective on the first date that you use or access the Software and will continue for as long as you use the Software. Your license for the Software may be terminated immediately if you fail to comply with any term or condition of this EULA. Upon such termination, you agree to cease use of the Software and Documentation immediately. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this EULA.
- Governing Law. The laws of the State of Colorado shall govern the construction of this EULA, without regard to any conflict or choice of law principles, and you agree to be subject to personal jurisdiction in the State of Colorado for the purposes of enforcing the provisions of this EULA.
- Warranty Disclaimer.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS AND DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUITE ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. GOBO DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE. GOBO MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, OR ERROR-FREE.
YOU USE ALL SOFTWARE AND DOCUMENTATION AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO ANY OF YOUR SYSTEMS, WHILE USING THE SOFTWARE.
- Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE MONTHLY SUBSCRIPTION FEE PAID FOR THE SOFTWARE.
- Indemnification. You agree to defend, indemnify and hold harmless Licensor and its affiliates, officers, employees, contractors, shareholders, or suppliers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from any source that result from or relate to your use, reproduction or distribution of the Software, or your breach of any representation, warranty or obligation under this EULA.
- Severability. In the event any provision of this EULA is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
- Entire Agreement. You further agree that this EULA is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This EULA may only be modified by a written agreement signed by both you and an authorized representative of Licensor.
- Acknowledgement. By accessing or using any part of this Software, you indicate that you have read this EULA, understand it, and agree to be bound by its terms and conditions.
- Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this EULA if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.