IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING LICENSED MATERIAL, CREATING AN ACCOUNT ON THIS SITE, OR FILLING OUT A FORM
Last Modified: May 7, 2020
Licensed Materials – Software, Website, Supplemental Materials, User Documentation, etc. licensed by Licensor
Licensee, you, your – The company or other legal entity on behalf of which the Licensed Materials are acquired
Licensor, we, us – WB SysTech LLC
Software – A computer program, module, component, option to a computer program, update, etc. provided or made available by Licensor.
SMP – Support and Maintenance Plan.
WE (“LICENSOR”) LICENSE YOUR USE OF THE LICENSED MATERIALS ONLY ON THE CONDITION THAT YOU (“LICENSEE”) ACCEPT ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS LICENSE.
By Installing, Downloading, Accessing, or otherwise copying or using all or any portion of the Licensed Materials, the Licensee (i) accepts this License on behalf of the person for which you are authorized to act (e.g., an employer) and acknowledge that such person is legally bound by this License (and you agree to act in a manner consistent with this License) or, if there is no such entity for which you are authorized to act, you accept this License on behalf of yourself as an individual and acknowledge that you are legally bound by this License, and (ii) you represent and warrant that you have the right, power, and authority to act on behalf of and bind such a person (if any) or yourself. You may not accept this License on behalf of another person unless you are an employee or other agent of such person with the right, power, and authority to act on behalf of such other entity.
If you, the Licensee, are unwilling to accept this License, or you do not have the right, power, and authority to act on behalf of and bind such person or yourself as an individual (if there is no such person), DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE LICENSED MATERIALS.
We license use of the Licensed Materials to you on the basis of this License. We do not sell the Licensed Materials to you. We remain the sole owners of the Licensed Materials at all times.
Variations to this License will not be effective or legally binding unless in writing and signed by us.
1. GRANT AND SCOPE OF LICENSE
1.1. In consideration of you agreeing to abide by the terms of this License AND the payment of the relevant License Fee, the Licensor hereby grants to you a non-exclusive, non-sublicensable, non-transferable, limited license to install and use the Licensed Materials under the terms of this License.
1.2. You may:
a. Install and use the Licensed Materials subject to the conditions associated with the relevant License, and in the case of Supplemental Materials, subject to any additional and/or different terms and conditions supplied by Licensor with such Supplemental Materials, which in the event of any conflict shall take precedents over the terms of this License;
b. Provided it is used on only one computer at any one time, transfer the Licensed Materials from one computer to another within the Licensed organization or entity;
c. Make a reasonable number of copies of the Limited Materials for back-up purposes, or as a part of a back-up scheme; and
d. Receive and use any free supplementary software code or update of the License Materials incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time.
1.3. Licensor reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Software or any other service to which it connects, with or without notice and without liability to the Licensee.
2.1. Except as expressly set out in this License or as permitted by local law, you agree:
a. not to copy the Licensed Materials except where such copying is incidental to normal use of the Licensed Materials or where it is necessary for the purpose of back-up or operational security;
b. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Licensed Materials;
c. not to make alterations to, or modifications of, the whole or any part of the Licensed Materials nor permit the Licensed Materials or any part of them to be combined with, or become incorporated in, any other programs;
d. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Licensed Materials nor attempt to do any such things except to the extent that (by virtue of the Applicable Law) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Licensed Materials with another software program, and provided that the information obtained by you during such activities:
i. is used only for the purpose of achieving inter-operability of the Software with another software program;
ii. is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
iii. is not used to create any software which is substantially similar to the Licensed Materials;
e. to keep all copies of the Licensed Materials secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Licensed Materials;
f. to supervise and control use of the Licensed Materials and ensure that the Licensed Materials are used by your employees and representatives in accordance with the terms of this License;
g. to retain all proprietary notices and legends contained on the Licensed Materials and on all copies and to include our copyright notice on all entire and partial copies of the Licensed Materials in any form; and
h. not to provide, or otherwise make available, the Licensed Materials in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. You acknowledge that all intellectual property rights in the Licensed Materials throughout the world belong to us (or, in some instances, belong to a third party which has granted us the right to embed its product in the Licensed Materials), that rights in the Licensed Materials are licensed (not sold) to you, and that you have no rights in, or to, the Licensed Materials other than the right to use them in accordance with the terms of this License.
3.2. You acknowledge that you have no right to have access to the Software or Supplemental Materials in source code form or in unlocked coding or with comments.
3.3. The Licensor and its licensors and affiliates take all legal steps to eliminate piracy of their software products. In this context, the Licensed Materials may include a security mechanism that can detect the installation or use of illegal copies of the Licensed Materials, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Licensed Materials, but may be personally identifiable data. By using the Licensed Materials, you consent to such detection and collection of data, as well as its transmission. We reserve the right to use Anti-Piracy Measures to protect the integrity and intellectual property rights of the Licensed Materials. You must not attempt in any way to remove or circumvent any such Anti-Piracy Measures, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose intended purpose is to facilitate the unauthorized removal or circumvention of such Anti-Piracy Measures. Any personally identifiable data collected as part of such Anti-Piracy Measures will be used solely to help enforce compliance with this License, and will not be used for sales or marketing purposes.
3.4. We warrant that at the date of this License, our license of the Licensed Materials to you does not infringe the intellectual property rights of any third party provided that your use of the Licensed Materials is in accordance with this License.
4. LIMITED WARRANTY
4.1. Licensor warrants that the Equipment/Software and Installation, under normal use and service, shall be free from defects in material and workmanship for a period of 30 days after the Delivery thereof to the Licensee. If any part of the Equipment/Software is found to be defective, Licensee’s sole remedy is to have it repaired according to the Maintenance/Service Plan (Section 5) agreed to. Licensee shall notify Licensor, in writing of any defects within 30 days of Delivery.
a. In writing or “written” means an email sent to firstname.lastname@example.org.
b. Phone Calls do not count as notification, and any information provided in phone calls must be provided in writing.
c. Any phone calls may be recorded for quality assurance purposes.
d. Warranties DO NOT cover any data entry provided by Licensor.
4.2. EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS PARAGRAPH 4.1, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE. ALL WARRANTIES PROVIDED FOR ANY SOFTWARE ARE PROVIDED BY THE LICENSE.
5. SUPPORT AND MAINTENANCE
5.1. Licensor provides technical support for this Software during business hours via email. Technical Support may be provided on either a time and material basis or under the terms of a separate maintenance and support agreement (SMP). If Licensee purchases a Support Plan, Licensor will provide the technical support for the Software during the Support Plan term in accordance with the Support Plan purchased by the Licensee. The Support Plan term is the initial term of the Support Plan and any renewal term that the parties may agree via a written order that is entered PRIOR to the expiration of the initial term or then current renewal term of the Support Plan, as applicable.
5.2. What Is Covered:
a. Any technical issues related to the operation of the software. These include and are limited to: Software not Starting, Software Crashing, and Error Messages not related to User Error.
b. Updates to software released during SMP Period.
5.3. What Is NOT Covered:
a. Debugging Custom Code
b. Performance tuning of Software or third-party products
c. Training or Consulting Services
d. Any Customizations, Extensions or other Modification made to the Software unless agreed to by Licensor in writing
e. Machine Errors
f. The Licensee’s failure to follow operating instructions
g. Use of the Software in a way that is not in accordance with the License Agreement or the any technical documentation issued with the Software
h. Any data or files not supplied by the Licensor as part of the Software
i. Any Custom development, data entry, integration or implementation, project upgrades or project migrations
j. Any third-party software integrations prescribed by or custom to the Licensee
5.4. ANY OTHER SERVICES PROVIDED WHEN UNDER SMP BUT NOT SPECIFICALLY MENTIONED IN WHAT IS COVERED (PARAGRAPH 5.2) ARE PROVIDED AS A COURTESY AND IS NOT TO BE EXPECTED. THESE SERVICES ARE NOT GARUANTEED.
5.5. Any requests under the SMP must be provided in writing as is mentioned in PARAGRAPH 4.1 SUBS a-c.
6. LIMITATIONS OF LIABILITY
6.1. IN NO EVENT SHALL LICENSOR BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, including, without limitation, any breach of this License, any breach of warranty, the performance or non-performance of the Software, any Hardware or Software conflicts, or any other failure to perform any term or condition relating to the software licensed or equipment purchased herein. Licensor ‘s liability to Licensee hereunder, if any, shall in no event exceed the total of the amount paid to Licensor by Licensee.
7. FORCE MAJEURE/RISK OF LOSS
7.1. Licensor shall not be responsible for any failure on its part to perform any term or provision of this License due to circumstances beyond the exclusive control of Licensor. Licensor shall not be liable for any loss or injury due to fire, theft, or otherwise.
8. GOODS NOT FIXTURES
8.1. Licensee agrees that all Equipment/Software from Licensor shall not constitute fixtures under any applicable law.
9. WAIVER OF CLAIMS
9.1. Except for personal injury to an employee of Licensor, Licensee hereby releases and shall indemnify, hold harmless, and defend Licensor from all liability for loss, damage, or injury to person or property in any matter arising out of or related to the installation of any Equipment/Software used in association with any of the goods or services purchased in this License.
10. LIMITATION OF LIABILITY
10.1. Under no circumstances shall Licensor or its Affiliates, Partners, Suppliers, or Licensors be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with your access or use of, or inability to access or use of the Equipment/Software and any Third Party Content/Services, whether or not the damages were foreseeable and whether or not the Licensor was advised of the possibility of such damages.
a. Licensee shall check all information, documents, files, and any other materials provided by Licensor and Software for any errors that may exists, and will not hold Licensor liable for any uncaught misinformation, or faulty programming.
12.1. We may terminate this License immediately (regardless of SMP) if:
a. you commit a material or persistent breach of this License which you fail to remedy (if remediable) within 15 days after the service of written notice requiring you to do so.
b. a receiver or administrative receiver is appointed over you or over any part of your undertaking or assets or if you pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect or if you enter into any voluntary arrangement with your creditors or become subject to an administration order.
c. licensee fails to pay any fee agreed upon by licensor and licensee.
12.2. Upon termination for any reason:
a. all rights granted to you under this License shall cease;
b. you must cease all activities authorized by this License;
c. you must immediately delete or remove the Licensed Materials from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Licensed Materials then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and
d. if applicable, you must delete all Add-Ins you have developed using the Licensed Materials.
e. all SMP rights granted to you under this license shall cease.
13.1. If any provision of this License is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
14.1. Licensor reserves the right, at its sole discretion, to modify or replace this License at any time. If a revision is material, we will provide at least 15 days’ notice, via this document, prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
WB SysTech LLC
Last Modified: May 7, 2020