This is a legal agreement ("Agreement") between you ("Licensee") and Silverlake Software LLC ("Silverlake") for the software product identified above, which includes computer software and related documentation (hereafter collectively referred to as "Software"). Both Silverlake and Licensee shall be jointly referred to as the "Parties." BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
Subject to the terms and conditions set forth in this Agreement Silverlake grants to Licensee a non-exclusive, non-transferable, perpetual except as subject to Section 11, license to use the Software, subject to the restrictions in Section 3.2.
This Agreement does not grant to Licensee any ownership interest in the Software. Rather, Licensee has a license to use the Software as provided in this Agreement. Licensee hereby agrees and acknowledges that Silverlake owns all right, title, and interest in the Software and Licensee will not contest those rights or engage in any conduct contrary to those rights. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from the Software made by or at the direction of the Licensee shall be owned solely and exclusively by Silverlake, as shall all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights, worldwide.
The Software contains material that is protected by United States copyright law and trade secret law, and by international treaty provisions. All rights not granted to Licensee by this Agreement are expressly reserved by Silverlake. Licensee shall not remove any proprietary notice of Silverlake from any copy of the Software.
Support, if any, will be provided at the sole discretion of Silverlake. Silverlake reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
This Agreement shall be effective when the Software is installed, copied, or otherwise used and shall continue until terminated by either Party.
The Licensee shall take reasonable precautions to protect the confidentiality of the License provided to them by Silverlake. Silverlake may take immediate action to invalidate or revoke a License that Silverlake has determined to no longer be confidential. Silverlake may, at its sole discretion, choose to continue the Agreement and provide a replacement License.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SILVERLAKE AND ITS SUPPLIERS PROVIDE TO YOU THE SOFTWARE AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SOFTWARE ("SUPPORT SERVICES") AS IS AND WITH ALL FAULTS; AND SILVERLAKE AND ITS SUPPLIERS HEREBY DISCLAIM WITH RESPECT TO THE SOFTWARE AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF OR RELATED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, WORKMANLIKE EFFORT AND LACK OF NEGLIGENCE. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND ANY SUPPORT SERVICES REMAINS WITH YOU.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF SILVERLAKE AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
If Licensee fails to comply with the terms and conditions of this Agreement, this Agreement and Licensee's right to use Software will terminate immediately and without remedy. The Licensee may terminate this Agreement at any time by notifying Silverlake. The provisions of Sections 4, 5, 8, 10, 12, and 13 shall survive any termination or expiration of this Agreement. Upon termination of the Agreement, Licensee should remove and discontinue use of all copies of the Software.
LICENSEE AGREES THAT UPON TERMINATION OF THE AGREEMENT FOR ANY REASON, SILVERLAKE MAY TAKE ACTION TO INVALIDATE OR REVOKE THE LICENSE PROVIDED TO LICENSEE.
Because unauthorized use or transfer of the Software or License may substantially diminish the value of such materials, and irrevocably harm Silverlake if the Licensee breached the non-disclosure provision of this Agreement, Silverlake shall be entitled to equitable relief (including but not limited to, injunctive relief), in addition to the other remedies afforded by law to prevent a breach of the non-disclosure provision of this Agreement.
This Agreement is governed and shall be construed in accordance with the internal laws of the State of New Jersey, and any action arising out of or in any way connected with this Agreement shall be brought only in Federal or State Court in New Jersey.
All prior proposals, understandings, and other Agreements whether oral or written, between the Parties that relate to the subject matter are hereby superseded or merged into this Agreement. This Agreement may not be modified or altered except in writing by an instrument duly executed by authorized officers of both Parties.
If any term or provision of this Agreement is found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, the terms and conditions of this Agreement will remain in full force and affect, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of the unenforceable or invalid provision within the limits of applicable law or applicable Court decisions.
Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights, and a waiver by either party of a default hereunder in one or more instances will not be construed as constituting a continuing waiver or as a waiver in other instances.
The captions and titles in this Agreement are not considered part of this Agreement, and are placed for convenience of the reader only.