JOHN R. HAMILTON ENTERPRISES, INC.
For purposes of this Agreement:
“Device” means a single computer, workstation, server, virtual machine, or other hardware system on which the Software is installed or used.
“License Type” means the specific license category designated by Licensor, including without limitation evaluation, academic, commercial, subscription, or any other license type offered by Licensor.
“Previous Version” means any earlier version of the Software for which an upgrade, update, replacement, or successor version is provided.
“Subscription Term” means the period of time for which Licensee is authorized to use the Software, as specified by Licensor at the time of purchase, order, invoice, activation, or renewal.
Subject to Licensee’s strict and continuing compliance with this Agreement and payment of all applicable fees, Licensor grants Licensee a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to install and use the Software solely during the applicable Subscription Term and solely in accordance with this Agreement. This license is granted only for Licensee’s internal use and only for the number of Devices, users, activations, or instances expressly authorized by Licensor. The Software is licensed, not sold. No ownership interest in the Software is transferred to Licensee.
The Software is licensed, not sold. No ownership interest is transferred.
Licensor may offer different License Types, including, without limitation, evaluation, academic, commercial, and subscription licenses. Each License Type may be subject to separate or additional restrictions, requirements, limitations, usage caps, activation controls, expiration rules, eligibility requirements, or functional limitations. Unless expressly identified otherwise by Licensor in writing, any license shall be deemed an Evaluation License, limited to one (1) Device or one (1) authorized user, as determined by Licensor. Licensor may modify, suspend, restrict, discontinue, or terminate any License Type, or any feature, entitlement, or condition associated with a License Type, at any time, to the maximum extent permitted by applicable law.
The Software may be licensed on a time-limited subscription basis for the applicable Subscription Term.
Licensee shall pay all fees, charges, taxes, and other amounts due in connection with the Software. Except as required by applicable law or expressly agreed by Licensor in writing, all fees are non-cancelable and non-refundable.
Unless Licensor states otherwise in writing, Licensor may offer renewal of the Software for additional terms upon payment of the applicable renewal fees then in effect.
Upon expiration or non-renewal of the Subscription Term, all license rights shall immediately terminate, and Licensee shall cease all use of the Software unless and until a renewal is purchased and activated.
Licensor has no obligation to renew any Subscription Term or continue offering the Software, any License Type, or any pricing model.
If the Software is provided as an upgrade, update, replacement, or successor to a Previous Version, then upon installation, access, or use of the upgraded or replacement Software:
Licensor may condition the use of any upgrade or update on Licensee’s compliance with additional terms.
The Software is proprietary to Licensor and is protected by copyright, trade secret, trademark, patent, and other intellectual property and proprietary rights laws. Licensor and its licensors, if any, retain all right, title, and interest in and to the Software, including all copies, modifications, derivatives, enhancements, updates, documentation, and all related intellectual property rights. No rights are granted except those expressly stated in this Agreement. All rights not expressly granted are reserved by Licensor.
All rights not expressly granted are reserved by Licensor.
Use of the Software may require registration, activation, authentication, hardware locking, license files, license keys, online verification, or other technical measures enforced by Licensor. Licensee acknowledges and agrees that failure to complete or maintain required registration, activation, validation, or license status may render the Software partially or wholly inoperable. Licensor may use technical methods to verify compliance with this Agreement.
Licensee shall not, and shall not permit any third party to:
Licensee acknowledges and agrees that Licensor may collect, receive, generate, maintain, and use technical, diagnostic, licensing, activation, device, configuration, and support-related information in connection with the Software and any related services. Such information may be used for purposes including, without limitation:
Licensee may transfer the Software from one Device to another only if the Software is completely removed from the prior Device and is used only within the licensed scope. Licensor may require reactivation, revalidation, or additional verification before allowing use on a replacement or transferred Device. Licensor may deny or limit reactivation where Licensor determines, in its sole discretion, that the requested transfer is inconsistent with the license granted.
Unless Licensor expressly agrees otherwise in writing, Licensor has no obligation to provide any maintenance, support, updates, upgrades, modifications, corrections, patches, or technical assistance for the Software. Any support, update, or upgrade provided by Licensor may be subject to additional terms and may be discontinued at any time.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND LICENSOR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
Without limiting the foregoing, Licensor expressly disclaims all implied warranties of:
Licensee acknowledges and agrees that use of the Software is entirely at Licensee’s sole risk.
Licensee is solely responsible for selecting the Software, determining whether it is suitable for Licensee’s purposes, ensuring correct installation and operation, verifying outputs, safeguarding data, and implementing backup, security, and recovery procedures.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE HEREBY IRREVOCABLY RELEASES, WAIVES, AND DISCHARGES LICENSOR AND ITS OFFICERS, DIRECTORS, OWNERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, OBLIGATIONS, COSTS, AND EXPENSES OF EVERY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ANY OF ITS OFFICERS, DIRECTORS, OWNERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE AGREES THAT LICENSOR SHALL HAVE NO LIABILITY FOR CLAIMS OR DAMAGES ARISING out of or relating to LICENSOR’S ACTS OR OMISSIONS, INCLUDING ORDINARY NEGLIGENCE.
IF, NOTWITHSTANDING THIS AGREEMENT, LICENSOR IS FOUND LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, THEN LICENSOR’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF:
Licensee acknowledges that the disclaimers, releases, waivers, exclusions, and limitations set forth in this Agreement are a fundamental basis of the bargain, that Licensor would not provide the Software without them, and that they shall apply even if any remedy fails of its essential purpose.
Licensee shall defend, indemnify, and hold harmless Licensor and its officers, directors, owners, shareholders, employees, contractors, agents, affiliates, successors, and assigns from and against any and all claims, demands, lawsuits, proceedings, damages, judgments, liabilities, penalties, fines, losses, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to:
The Software may be subject to United States export control laws and regulations and other applicable trade laws. Licensee shall not export, re-export, transfer, or make available the Software in violation of any applicable law. Licensee is solely responsible for compliance with all export, import, sanctions, and trade compliance requirements. Licensee shall defend, indemnify, and hold harmless Licensor from and against any violation of this Section.
Licensor may suspend or terminate this Agreement, the Software, or any license rights granted hereunder at any time, with or without notice, to the maximum extent permitted by applicable law, including if Licensee breaches this Agreement or if Licensor elects to discontinue the Software or a License Type.
Upon expiration, suspension, revocation, or termination of this Agreement or any license rights:
Licensor shall have no liability to Licensee or any third party arising out of any suspension, restriction, revocation, expiration, discontinuation, or termination of the Software or this Agreement.
Licensor shall not be liable for any failure, interruption, suspension, defect, delay, or nonperformance under this Agreement to the extent caused by events beyond its reasonable control, including without limitation acts of God, fire, flood, earthquake, natural disaster, war, terrorism, civil unrest, labor disputes, internet or telecommunications failure, utility interruption, cyberattack, malicious code event, supply disruption, governmental action, legal or regulatory restriction, or widespread system failure. Licensor may suspend, restrict, or terminate the Software during any such event without liability.
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Any dispute, claim, or controversy arising out of or relating to this Agreement or the Software shall be resolved exclusively in the state or federal courts located in the State of Nevada, and not by arbitration. Licensee irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on lack of personal jurisdiction, improper venue, or forum non conveniens. Licensor may seek temporary, preliminary, or permanent injunctive, equitable, or other relief in any court of competent jurisdiction to protect its intellectual property, proprietary rights, confidential information, license enforcement rights, or other legitimate interests.
In any action, proceeding, or dispute arising out of or relating to this Agreement or the Software, Licensor shall be entitled, to the maximum extent permitted by applicable law, to recover its attorneys’ fees, expert fees, court costs, expenses, and other enforcement costs from Licensee if Licensor is the prevailing party or substantially prevails.
If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law, and, if necessary, shall be deemed modified to the minimum extent necessary to make it enforceable while preserving its intent as nearly as possible. The invalidity or unenforceability of any provision shall not affect any other provision, all of which shall remain in full force and effect.
No failure or delay by Licensor in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof. Any waiver must be in writing and signed by Licensor. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.
Licensee may not assign, delegate, transfer, or sublicense this Agreement or any rights or obligations hereunder without Licensor’s prior written consent. Any attempted assignment in violation of this Section shall be void. Licensor may assign, transfer, delegate, or otherwise dispose of this Agreement, in whole or in part, without notice to Licensee.
This Agreement constitutes the entire agreement between Licensee and Licensor with respect to the Software and supersedes all prior or contemporaneous communications, proposals, understandings, and agreements relating thereto. Licensor may supplement or amend this Agreement by posting or providing updated terms, addenda, activation terms, ordering terms, or product-specific terms, and such terms shall govern as stated by Licensor.
The provisions of this Agreement that by their nature should survive expiration, revocation, suspension, or termination shall survive, including without limitation Sections 6, 8, 9, 11, 12, 13, 14, 15, 16, 17.2, 17.3, 18, 19, 20, 21, 22, 23, 24, 25, and 26.
BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, ACTIVATING, OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.