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License Policy and Acceptance of Terms
EchoMetrix Inc. (or the “Company” or “Licensor”) grants to Licensee a non-exclusive, non-transferable license to use the Pulse Software (hereinafter referred to as the “Software” or “Licensed Materials”) based on the following provisions:
- Only one log in identification and access code will be issued per one license subscription.
- Licensee agrees that Software is the sole property of EchoMetrix and includes valuable trade secrets of EchoMetrix. Licensee agrees to treat Software as confidential and will not without the express written authorization of EchoMetrix:
- Demonstrate, copy, sell or market Software to any third party; or
- Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or
- Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
- Unauthorized Use. Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials.
- Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor.
- Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials.
- Commercial Purposes. Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form.
- The Licensee hereby covenants and agrees that, Licensee will not communicate, disclose or otherwise make available to any person or entity (other than EchoMetrix), or use for its own account or for the benefit of any other person or entity, any information or materials proprietary to the Company that relate to EchoMetrix’s business or affairs which is of a confidential nature, including, but not limited to, the Software, trade secrets, information or materials relating to existing or proposed products (in all and various stages of development), “know-how”, marketing techniques and materials, marketing and development plans, customer lists and other customer information (including current prospects), price lists, pricing policies, personnel information and financial information (collectively, “Proprietary Information”). Upon the request of EchoMetrix, Licensee shall immediately return the Proprietary Information to EchoMetrix and shall not retain any copies.
- This License Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of New York. Any notice required by this Agreement shall be given by prepaid, first class, certified mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision.
- This Agreement constitutes the entire and only agreement between the parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
- Licensee shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
- Failure of EchoMetrix to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
- If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
- Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
- Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information.
- Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
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