PLEASE CAREFULLY READ THIS APPLAND END-USER LICENSE AGREEMENT (“AGREEMENT”) BEFORE YOU ACCESS, DOWNLOAD OR USE THE SOFTWARE AND ANY COMPONENTS THEREOF (THE “SOFTWARE”) AND RELATED USER DOCUMENTATION (THE “DOCUMENTATION”) CREATED BY OR HOSTED BY APPLAND, INC., A DELAWARE CORPORATION WITH A BUSINESS ADDRESS AT 177 HUNTINGTON AVE STE 1703, PMB 22032, BOSTON, MASSACHUSETTS 02115-3153 USA, (“APPLAND”).
BY CLICKING ON THE “ACCEPT” BUTTON, AND/OR DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ARE STATING THAT YOU HAVE READ THIS AGREEMENT, AGREE TO ALL OF ITS TERMS, AND CONSENT TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND/OR DO NOT ACCESS, DOWNLOAD, INSTALL OR USE THE SOFTWARE AND DOCUMENTATION.
IN CONSIDERATION OF THE MUTUAL BENEFITS AND OBLIGATIONS CONTAINED HEREIN, YOU AND APPLAND HEREBY AGREE AS FOLLOWS:
License Grant and Restrictions. You have agreed to purchase a subscription to the Software, as further detailed on an Appland publicly available pricing page (“Pricing Page”). Subject to Your payment of the fees specified on the Pricing Page and your compliance with the terms on the Pricing Page and in this Agreement, Appland grants You a non-exclusive, non-assignable, limited, non-sublicensable, and non-transferable license to access, download and use the Software and Documentation for Your own internal production purposes. You may use the Software and Documentation only during the subscription term specified on the Pricing Page, unless this Agreement is earlier terminated as described below.
Under this Agreement Appland has agreed to provide You with access to proprietary Software, which was developed by Appland at great effort and expense. The Software contains proprietary information and trade secrets belonging to Appland that are protected under copyright and other laws as applicable. Title to and ownership of the Software and all copies thereof are retained by Appland. You may not otherwise make copies of the Software, other than for backup or archival purposes. You may print copies of the electronic documentation accompanying the Software solely for Your internal business use. You will reproduce all proprietary rights notices on these copies. You will not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Software, or derive source code from or create derivative works based upon all or part of the Software. You will not transfer, lease, assign, sell, make available for timesharing, or sublicense, in whole or in part, the Software. Appland does not grant any license or title to any trademarks or trade names under this Agreement.
Exclusion of Warranty. You expressly acknowledge and understand that the Software may have defects, errors, or deficiencies which cannot or may not be corrected by Appland. The Software is provided "AS IS" without any warranty of any kind. APPLAND DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. Appland takes no responsibility for the effects of the Software on Your software, hardware, network or related equipment. You understand that You are exclusively responsible for the supervision, management and control of Your computer systems and network and the use of the Software, including but not limited to: (a) assuring proper machine configuration, program installation, audit controls and operating methods, (b) establishing adequate backup plans, (c) implementing sufficient procedures to satisfy Your requirements for security and accuracy of input and output as well as restart and recovery in the event of a malfunction; (d) detecting unauthorized access and viruses and preventing any loss or damage to data or other software; and (e) providing any commercially available software, equipment or services that are required to operate the Software.
Support and Feedback. Appland will provide support during Appland’s business hours for Your use of the Software as set forth in the Pricing Page. You may not disclose the results of or information about the Software or Your use thereof to any third party without Appland’s prior written approval. You hereby assign and will assign to Appland all rights, interest, ownership and title in any feedback. You choose to provide to Appland regarding the Software, whether orally or in writing, including, but not limited to, all patent, copyright, trade secret, or other intellectual property rights in or covering the Software and its evaluation and use.
Confidentiality. You will not (a) disclose the Software, Documentation or any information relating to the Software, including without limitation any ideas, techniques, and concepts contained in or relating to the Software to any third party without the prior written consent of Appland or (b) copy the Software or any portion thereof except as otherwise permitted by this Agreement. In addition, You may not disclose to any third party the terms of this Agreement without the prior written consent of Appland.
Audit. You agree that Appland may audit Your use of the Software to verify Your compliance with the terms of this Agreement and any applicable Order Form. Audit of Your use of the Software may take place in varying forms, including without limitation a requirement that You run reports for or provide information and data to Appland on Your use of the Software, and under no circumstances shall You block or limit Appland’s access to the Software or remove or turn off any reporting functions of the Software. In the event You are found to have breached the terms of the Agreement or Order Form, Appland may immediately terminate this Agreement and the Order Form, and You will be liable for any costs, expenses and damages, and additional fees resulting from your breach.
Limitation of Liability. YOU UNDERSTAND AND AGREE THAT APPLAND WOULD NOT PROVIDE THE SOFTWARE WITHOUT INCLUSION OF THIS SECTION AND THE OTHER WAIVERS AND DISCLAIMERS IN THIS AGREEMENT. IN NO EVENT WILL APPLAND BE LIABLE FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION ANY LOST REVENUE, PROFIT, DATA, OR OTHER SOFTWARE OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY THIRD PARTY SOFTWARE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF APPLAND KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
Termination. Either party may terminate this Agreement at any time for any reason upon 30 days prior written notice (which includes by email) to the other party. Appland may terminate this Agreement immediately in the event You breach this Agreement. Upon termination or expiry of this Agreement, You must return or destroy all copies of the Software and Documentation, and those sections of this Agreement which by their nature should survive shall survive termination or expiration of this Agreement.
Miscellaneous. This Agreement and any dispute arising hereunder are governed by the laws of the Commonwealth of Massachusetts, U.S.A., excluding its choice of law provisions, and are subject to the exclusive jurisdiction of the federal and state courts in the Commonwealth of Massachusetts. This Agreement is the entire agreement between You and Appland relating to the Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties. If any provision of this Agreement is held invalid, all other provisions will remain valid. No modification to this Agreement is binding, unless in writing and signed by a duly authorized representative of each party. This Agreement and the license granted hereunder may not be assigned or in any way transferred by You without the prior written consent of Appland. Any attempted assignment, delegation or transfer in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns. All notices to Appland under or in relation to this Agreement shall be sent to email@example.com, Attention: Legal Counsel. Appland may send notices to You at Your address.