PuppyQuery Inc Software License Agreement
THE FOLLOWING ARE TERMS OF A BINDING LEGAL AGREEMENT BETWEEN YOU, YOUR EMPLOYEES, AGENTS AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY, “YOU”) AND PUPPYQUERY INC. PLEASE READ THEM CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF THE SOFTWARE (DEFINED BELOW). AMONG OTHER THINGS, THIS AGREEMENT DESCRIBES YOUR RESPONSIBILITIES AND LIMITS OUR LIABILITY.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE, DOWNLOAD OR OTHERWISE ACCESS THE SOFTWARE. BY USING, DOWNLOADING, OR OTHERWISE ACCESSING ANY PART OF THE SOFTWARE, YOU ARE AFFIRMING THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ACCEPT WITHOUT LIMITATION OR QUALIFICATION ALL OF ITS TERMS AND CONDITIONS.
PuppyQuery Inc, and its subsidiaries (collectively, “PuppyQuery”) license to You the use of the Software pursuant to the provisions in this PuppyQuery Inc Software License Agreement (“License Agreement”). “Software” means the software made available by PuppyQuery for download by You.
1. Intellectual Property Rights
You acknowledge and agree that, as between You and PuppyQuery, PuppyQuery is the exclusive owner of all right, title, and interest in and to the Software (including all updates, corrections, modifications, enhancements, derivatives, all by whomever made), and new or prior versions thereof, and all intellectual property rights related thereto or inherent therein (collectively, “PuppyQuery Property”). You agree to treat PuppyQuery Property as proprietary information of PuppyQuery subject to the provisions in this License Agreement. You do not acquire title to the PuppyQuery Property or any related intellectual property or other rights except for the limited license granted herein.
You must not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in the Software.
2. Your Rights
PuppyQuery grants to You a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license during the term of this Agreement to use the Software solely in executable form to run the Software on your system.
3. Restrictions
You must not, and must not permit any third party to, commit any of the following acts:
(a) Decompile, reverse engineer, or disassemble the Software;
(b) Modify, alter, create derivative works of, adapt, or translate the Software, or reproduce only a part of the Software;
(c) Receive payment for transfer of the Software;
(d) License, rent, lease or loan the Software;
(e) Export the Software in violation of the export control regulations or other laws of the United States or Your country of residence;
(f) Separate the Software into component parts for sublicense, distribution or transfer to a third party; or
(g) Embed the Software within any other software product or device.
4. Warranty; Disclaimer of Warranties
You represent and warrant that You will comply with all applicable laws, statutes, ordinances and regulations relating to Your use of the Software.
YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SOFTWARE IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. PUPPYQUERY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND ANY IMPLIED OBLIGATION TO INDEMNIFY FOR INFRINGEMENT. PUPPYQUERY MAKES NO REPRESENTATIONS WARRANTIES OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SOFTWARE.
PUPPYQUERY MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF ANY VIRUSES, TROJAN HORSES OR WORMS; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR (C) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
PUPPYQUERY MAY MAKE CHANGES TO THE SOFTWARE AND THE TECHNICAL SPECIFICATIONS, AND ANY OTHER INFORMATION AND MATERIALS AVAILABLE IN CONNECTION WITH YOUR USE OF THE SOFTWARE AT ANY TIME AND WITHOUT NOTICE.
OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL PUPPYQUERY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE SOFTWARE OR INFORMATION OBTAINED IN CONNECTION WITH YOUR USE OF THE SOFTWARE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OPINION, ADVICE, OR OTHER CONTENT AVAILABLE IN CONNECTION WITH YOUR USE OF THE SOFTWARE.
Where PuppyQuery designates the operating environment of the Software, PuppyQuery does not guarantee the operation of the Software in any operating environment other than the designated operating environment. PuppyQuery reserves the right to make changes to the operating environment of the Software at any time and without notice.
5. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, PUPPYQUERY AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, EVEN IF PUPPYQUERY HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE SOFTWARE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, IN CONNECTION WITH YOUR USE OF THE SOFTWARE; OR (C) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PUPPYQUERY’S AND ITS LICENSORS’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE RELATED TO THIS AGREEMENT IS LIMITED TO $100.
PuppyQuery bears no liability for any disputes between You and a third party that may arise from Your use of the Software.
The Software may contain software of PuppyQuery’s third party licensors. You will not contest in any way PuppyQuery’s or its licensors’ rights in the Software.
You may be required to download and install third party software in order to fully utilize all features of the Software. You acknowledge and agree that any use of such third party software will be governed by your agreement with such third party. You acknowledge and agree that any open source software provided to you as part of the Software is not licensed to you by PuppyQuery hereunder and that any license to such open source software is obtained by you directly from the licensor of such open source software.
You acknowledge and agree that any disputes or issues You may have arising relating to Your use of such third party software will be resolved solely between You and such third party, and PuppyQuery will have no liability whatsoever with respect to your use of such third party software.
6. Term and Termination
You can terminate this License Agreement at any time by deleting the Software (including any reproductions) from Your system, and ceasing all use of the Software.
PuppyQuery at any time may notify you of its intent to terminate this License Agreement and the license granted to You herein, if You violate this License Agreement, or for any reason, in its sole discretion. Upon termination of this License Agreement, You must delete or destroy all copies of the Software, and must cease all use of the Software.
This License Agreement will come into effect at the time You install the Software, and will remain in force until termination of the License Agreement. Sections 1, 4, 5, 6, 8 and 9 will remain in force following termination of this License Agreement for any reason.
7. Government End Users
If downloaded for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), the Software is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.
8. Governing Laws
California law and controlling U.S. federal law govern any action related to this License Agreement and/or Your use of the Software. Choice of law rules of any jurisdiction will not apply to any dispute under this License Agreement. You and PuppyQuery agree to submit to the personal and exclusive jurisdiction of the courts located within the Northern District of California or the County of Santa Clara, California, U.S.A. You agree that any material breach of Sections 1 and 3 of this License Agreement will result in irreparable harm to PuppyQuery for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, PuppyQuery will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if PuppyQuery seeks such an injunction.
9. General Terms
You may not assign or otherwise transfer this License Agreement or any right granted hereunder without PuppyQuery’s prior written consent. PuppyQuery may assign or otherwise transfer this License Agreement for any reason without Your consent. Any purported assignment or transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and permitted assigns.
A printed version of this Agreement and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
This License Agreement constitutes the entire agreement between You and PuppyQuery pertaining to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements between the parties. No waiver of this Agreement will be binding upon either party unless made in a writing signed by both parties and no failure or delay in enforcing any right will be deemed a waiver. If any court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
PuppyQuery may modify the terms and conditions of this License Agreement from time to time by providing You an updated copy of this License Agreement, which You agree you must reascent to in order to continue Your use of the Software. You understand that PuppyQuery reserves the right to make such modifications.