Software License Agreement
This Software License Agreement (“License”) is an integral part of, and are incorporated by reference into, the agreement between you (“Licensee”) and Backboard Inc. and any affiliates of Backboard Inc. (Backboard Inc. and its affiliates are hereby collectively referred to as “the Company”). Your acceptance of and agreement to this License is conclusively presumed from your acceptance and use of any Products provided to you under any agreement between you and the Company. In the event of a conflict between this License and any other document that comprises a part of the Agreement, the License shall control over everything else except the Terms, or unless the conflicting provision specifically states to the contrary.
- GRANT OF LICENSE
Subject to all of the terms stated herein, and to the terms of the Agreement, the Company hereby grants to Licensee, and Licensee hereby accepts from Company, a non-exclusive, non-transferrable (except to authorized transferees) license to use the computer program(s) and documentation pertaining thereto (the program(s) and documentation being collectively referred to as ”Software”) that is specified in the Agreement.
- GRANT OF LICENSE
- USE OF SOFTWARE AND OTHER OBLIGATIONS
Licensee may use the Software only for the uses and applications, in the systems and configuration. Licensee may not use, copy, distribute, sub-license, lease, sell, or transfer the Software in whole or in part; merge the Software with other programs; or modify the Software in whole or in part, except in strict compliance with the foregoing license. The foregoing prohibitions include, without limitation, a prohibition against translating, decompiling, disassembling, or creating derivative works of the Software.
- TERM OF LICENSE
This License shall remain in effect until terminated or revoked, and for so long as Licensee complies with all of the terms stated herein, and all of the other terms of the Agreement, and shall automatically and immediately terminate if Licensee fails to comply with any such terms.
- MAINTENANCE AND SUPPORT
The Company provides hardware, software, technical and other customer support through its customer support department. Services are available only during regular business hours. However, the Company must, and does, reserve the right to periodically review, determine and change, in its discretion, whether, when and how it shall provide such services, and what, if anything, it shall charge for such services.
- DISCLAIMER OF WARRANTY
THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS OR MERCHANTABILITY, REGARDING OR WITH RESPECT TO THE SOFTWARE, SUBJECT TECHNOLOGY, LICENSED PRODUCTS OR SUPPORT SERVICES. THIS INCLUDES, WITHOUT LIMITATION, DIRECT LOSS, LOSS OF BUSINESS OR PROFITS (WHETHER OR NOT THE LOSS OF SUCH PROFITS WAS FORESEEABLE, AROSE IN THE NORMAL COURSE OF THINGS OR CUSTOMER HAS ADVISED THIS COMPANY OF THE POSSIBILITY OF SUCH POTENTIAL LOSS), DAMAGE CAUSED TO CUSTOMER’S COMPUTER, COMPUTER SOFTWARE, SYSTEM AND PROGRAMS AND THE DATA THEREON OR ANY OTHER DIRECT OR INDIRECT, CONSEQUENTIAL AND INCIDENTAL DAMAGES. THE SOFTWARE AND SERVICES PROVIDED HEREUNDER IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED, OR STATUTORY.
- LICENSEE’S RESPONSIBILITY
Licensee assumes all responsibility for the selection of the Software to achieve Licensee’s intended results, and for the use and results obtained therefrom.
- COPYRIGHT, PATENT, TRADEMARKS
Licensee acknowledges, consents and agrees to the validity of The Company’s trademarks, trade names, copyrights, patents, and trade secrets. Licensee shall, in good faith, take all steps that it may reasonably be requested to take by The Company to secure and preserve The Company’s right and title to said copyrights and patents for the Software. Licensee shall not provide or otherwise make available the Software, including all flow charts, logic diagrams, or source codes, in any form, to any other person without the express written consent of The Company. Use of the Company logo or federally registered trademark is strictly prohibited.
Licensee shall not assign the License to another party without the express written consent of the Company, whose consent will not be unreasonably withheld. If such consent is granted, the assignee shall be considered the Licensee hereunder for all purposes in the place and stead, and to the exclusion of the original Licensee.
- OWNERSHIP OF SOFTWARE
Licensee has been granted a license to use the Software, but has not acquired any right, title, or interest in or to the Software whatsoever. The Company reserves all such legal and beneficial ownership in and to the Software, together with all modifications, updates, upgrades, enhancements, and improvements thereto, whether implemented by the Company, Licensee, or any third party. Licensee shall not have the right to (and Licensee agrees that it shall not) copy, reproduce, market, sell, transfer, translate, decompile, disassemble, modify, adapt, reverse engineer, distribute, or prepare derivative works of the Software, except as expressly authorized herein or as authorized by applicable law without possibility of waiver. Any third-party licensor of material evidenced by or embodied in the Software shall be a third-party beneficiary under this Agreement. “Intellectual Property Rights” includes, collectively, any patent, patent right, trademark, service mark, trade dress, logo, trade name, copyright, mask work, trade secret, confidential information, or other proprietary right. Licensee shall not, and shall not permit others, to remove, alter, deface or modify the proprietary rights, copyrights, trademark or similar notices contained in or on the Software.
- SURVIVAL OF OBLIGATIONS
Licensee agrees that its obligations hereunder extend past the termination of this License until the information protected herein is in the public domain.
Licensor and Licensee are independent principals in all relationships and actions under and contemplated by this Agreement. This Agreement shall not be construed to create any employment, partnership or joint venture, or agency relationship between the parties.
Neither party shall be liable for any failure to perform or for delay in performance of its obligations hereunder caused by circumstances beyond its reasonable control, including, but not limited to, communications systems failures or outages, fire, storm, flood, earthquake, explosion, lighting, riot, acts of vandalism, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, transportation embargoes, acts of God, acts of any government or agency thereof or judicial action.