Non Software End User License Agreement
Path to Agility, LLC (“Company”) will license its Path to Agility® framework (“Framework”) to the party using the Framework (“User” or “you”), upon the condition that User accepts all of the terms and conditions of this End User License Agreement (“Agreement”).
Terms and Conditions
- Grant of License. Subject to the terms of this Agreement and payment of relevant fees, if applicable, Company grants to you a non-exclusive, worldwide license to use the Framework for internal purposes and not external or commercialized use.
- Modifications. Company reserves the right to replace, modify or upgrade the Framework at any time. Any such replacement or modification shall be considered part of the Framework and subject to the terms of this Agreement.
- Use Restrictions. User, directly or indirectly, alone or with any other party, may not:
- modify, change, OR create derivative works of the Framework, or remove proprietary legends in the Framework.
- distribute, transfer, resell, rent, lease, or loan the Framework to any other party, except as described above.
- transfer the Framework to any third party for outsourcing or any other purpose without the express prior written consent of Company.
- Ownership. The Framework is owned or licensed by Company. The Framework is protected by copyright and other laws of the United States. Except as expressly provided herein, Company does not grant any express or implied right to User under Company patents, copyrights, trademarks, trade secret or other proprietary rights. Company reserves all rights not specifically granted herein.
- Disclaimer of Warranty.
- The Framework is provided without warranty in its current “AS IS” condition. AGILE VELOCITY MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
- In addition to the disclaimer of warranties set forth above, it is understood that Company makes no representations concerning the completeness, accuracy or operation of the Framework.
- Limitation of Liability IN NO EVENT SHALL AGILE VELOCITY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY USER HEREUNDER IN THE SIX (6) MONTHS PRIOR TO THE CLAIM AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL AGILE VELOCITY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
- Termination. This Agreement is effective until terminated. This Agreement and the rights granted hereunder will terminate automatically if User fails to comply with terms herein and fails to cure such breach within five (5) days of becoming aware of the breach. This Agreement shall terminate immediately with respect to any person or entity asserting or threatening to assert any intellectual property right against Company.
- Confidentiality. The Framework shall be deemed “confidential information” and subject to any nondisclosure agreement between the parties if applicable.
- Suggestions and Feedback. If User suggests any new features, functionality, new use, or change for the Framework, User hereby grants and agrees to grant to Company all rights needed for Company to incorporate and commercialize the new feature, functionality, new use, or change at no charge, royalty or other encumbrance to Company. User agrees that Company has the ability to sublicense all feedback in any form to any third party without restriction.
- Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof. This Agreement may not be amended except by a written document signed by both parties.
- No waiver. The failure of Company to enforce any rights granted hereunder or to take action against User in the event of any breach hereunder shall not be deemed a waiver by Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
- Governing Law. This Agreement shall be governed by and construed and interpreted by the laws of the State of Texas, without regard to any conflict of laws provisions of any state or jurisdiction. Each party submits to the jurisdiction of the state and federal courts of Travis County and the Western District of Texas for the purposes of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. User waives any objection that it may have to contest such forum.
- Import/Export. User shall comply with all then-current export and import laws and regulations of the United States and such other governments as are applicable when distributing or using the Framework. User hereby certifies that it will not directly or indirectly export, re-export, transship, or transmit the Framework, or any portion thereof, or related information, media, or products in violation of United States laws and regulations.
- Severability. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
- Assignment. User shall not assign or transfer this Agreement without the prior written consent of Company. Any attempt to assign or transfer this Agreement by User shall be void.
- Survival. The obligations that by their nature should survive termination or expiration of this Agreement shall survive such termination or expiration.