BY CLICKING ON THE “ACCEPT” OR “DOWNLOAD” BUTTON, “YOU” (MEANING YOU PERSONALLY AND NOT A COMPANY OR OTHER CORPORATE ENTITY) ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “CANCEL” BUTTON AND THE DOWNLOAD/INSTALLATION PROCESS WILL NOT CONTINUE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
GRANT. Subject to your full compliance with all the terms of this Agreement, Flux Software LLC (“Company”) hereby grants you (and only you) a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use internally the software that you are about to download or install (“Software”) only in accordance with the Company documentation that accompanies it. In addition to any compatible personal devices, you may download and install the Software on any compatible work device(s) provided that you (1) obtain all necessary permissions, consents and waivers from your employer to do so, (2) assume all risks and liabilities relating to the Software on such devices, and (3) require your employer to release Company from any and all liability to Company relating to the download, installation, or use of the Software.
RESTRICTIONS. You may not (and agree not to, and not authorize or enable others to), directly or indirectly: (a) copy, distribute, redistribute, rent, lease, mirror, timeshare, operate a service bureau, or otherwise use for the benefit of a third party, the Software; (b) disassemble, decompile, attempt to discover the source code or structure, sequence and organization of, or otherwise reverse engineer, the Software (except to the extent applicable law prohibits restrictions on reverse engineering); (c) remove any proprietary notices from the Software; or (d) bundle the Software with any third party software, product or service. You understand that Company may modify or discontinue offering the Software at any time. For the avoidance of doubt, the foregoing restrictions apply to any company or corporate entity (or its affiliates or agents acting on its behalf) (each, an “Entity”) and no Entity shall download or install the Software for the purposes of mirroring or distributing it to its employees or otherwise.
SUPPORT AND UPGRADES. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, “Support”). The Software may automatically download and install updates from time to time on the device(s) that you have downloaded and installed the Software on. You agree to receive any such updates and any Support and/or updates for the Software that may be made available by Company shall become part of the Software and subject to this Agreement. The Company reserves the right in its sole discretion to cease the support of older versions of the Software.
INDEMNITY. You shall indemnify and hold harmless Company from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from your use of the Software as well as from your failure to comply with any term of this Agreement.
WARRANTY DISCLAIMER. YOU AGREE THAT YOU ARE USING THE SOFTWARE SOLELY AT YOUR OWN RISK. COMPANY PROVIDES THE SOFTWARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY FOR ITSELF AND ITS PUBLISHERS AND LICENSORS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY EXPRESSLY DISCLAIMS USE OF THE SOFTWARE FOR ANY MEDICAL PURPOSE (INCLUDING, WITHOUT LIMITATION, THE DIAGNOSIS, EXAMINATION, OR TREATMENT OF ANY MEDICAL CONDITIONS). COMPANY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SOFTWARE MADE BY YOU OR ANY THIRD PARTY AND ANY SUCH REPRESENTATION OR WARRANTY IS NOT MADE ON COMPANY’S BEHALF. Company disclaims any and all liability to you, your employer, or any third party relating to the download, installation, or use of the Software in violation of the foregoing.
LIMITATION OF LIABILITY. COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR (EXCEPT FOR RETURN OF AMOUNTS, IF ANY, PAID TO COMPANY BY YOU HEREUNDER) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
TERMINATION. You may terminate this Agreement and the license granted herein at any time by destroying or removing from all computers, networks, and storage media all copies of the Software. Company may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement or at any time for any or no reason. Upon receiving notice of termination from Company you will destroy or remove from all computers, networks, and storage media all copies of the Software. Sections 2 through 8 shall survive termination of this Agreement.
MISCELLANEOUS. You shall comply with all applicable export laws, restrictions and regulations in connection with your use of the Software, and will not export or re-export the Software in violation thereof. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Software and accompanying documentation provided by Company are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms. This Agreement is personal to you and you shall not assign or transfer the Agreement or the Software to any third party under any circumstances; Company may assign or transfer this Agreement without consent. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under New York law without regard to any conflicts of law provisions thereof.