X1 END-USER LICENSE AGREEMENT
X1 DISCOVERY, INC. ("X1") IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS LICENSE (the "License") AND INDICATE YOUR ACCEPTANCE. PLEASE READ THE TERMS CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE. BY ACCEPTING THIS LICENSE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT INSTALL OR USE THE SOFTWARE.
1. Grant of License; Software; Support and Maintenance. The X1 software accompanying this License and related documentation (the "Software") is licensed to you by X1, and its use is subject to this License. In consideration of your payment of any applicable license fees, X1 grants to you a limited, personal, non-exclusive, non-assignable right to use the Software solely as described in the Software documentation and under this Agreement. If the Software is a server-designated X1 product, you may install and use the Software solely on one server that you own or control. Otherwise you may install and use the Software: (i) on one primary computer, and (ii) on one other computer used primarily by you (e.g., a portable computer), provided that the Software is not in concurrent use on the two computers. You are not entitled to any updates, enhancements, upgrades or modifications to the Software or any support or maintenance services unless you have entered into an an agreement for such software and/or services and are in good standing under such agreement, in which case you may be entitled to receive the software and services set forth therein. Notwithstanding the foregoing, X1 may modify the Software (including degradation of features or performance) at any time and may require you to upgrade to such modified Software in order for you to continue using the Software.
2. Written Licenses and Order of Precedence. In the event of a conflict between the terms and conditions of this License and any written, negotiated or, if clearly intended to supersed this EULA, a clickwrap or other pre-printed license executed by X1 and you governing your use of the Software, such written license shall control. For example, the terms and conditions of such other license may allow you to install and use the Software on multiple computers, notwithstanding the foregoing or other provisions set forth in this License. X1 reserves all rights not expressly granted to you.
3. Restrictions. X1 or its suppliers owns the title, copyright, and other intellectual property rights in the Software. You may not: (i) delete the copyright notices or any other proprietary legends on or in the Software; (ii) decompile, modify, reverse engineer, disassemble or otherwise reproduce the Software, or create derivative works based on the Software; (iii) copy, rent, lend, lease, sublicense, distribute, assign, or commercially exploit the Software; (iv) use the Software in any manner that could damage, disable, overburden, or impair X1's or any other party's search services, servers, or other services; or (v) use the software to gain access to or upgrade to another version or type of the software.
4. Ownership and Relationship of Parties. X1 and its suppliers own all right, title, and interest in and to the Software. This License grants you no right, title, or interest in any intellectual property owned or licensed by X1, including the Software and X1 and third party trademarks. You agree that you will use the Software for your own use only, and will not in any way rent, loan, subcontract, or otherwise commercially exploit the Software. The Software and its components may contain software licensed from third parties ("Licensed Software"). You may not access any Licensed Software made available in connection with or through the Software (e.g., an integrated file viewer) without the presence and execution of the Software. You may not view documents using any Licensed Software made available in connection with or through the Software (e.g., an integrated file viewers) other than from within the Software. All rights in any third party data, any third party software, and any third party data servers, including all ownership rights, are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this Agreement against you directly in their own name.
5. Termination. This License is effective until terminated. You may terminate this License at any time. This License will terminate immediately without notice from X1 if you fail to comply with any provision of this License. If you have licensed the Software under a term license, the License shall terminate upon the expiration of the subscription period. Upon termination, you must uninstall, remove, and delete all copies and installations of the Software.
7. DISCLAIMER OF WARRANTY ON SOFTWARE. X1 DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. X1 EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. X1 DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, INSTALL, AND/OR USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, INSTALLATION, OR USE OF THE SOFTWARE. THE SOFTWARE IS NOT DESIGNED, INTENDED, OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. X1 SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL X1 BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF X1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
9. Export Control and Other Prohibitions. You may not use, acquire, ship, transport, export, or re-export the Software, except as authorized by X1 and as permitted by applicable law. The Software may not be acquired, shipped, transported, exported, or re-exported (i) into any U.S. embargoed country, (ii) to a national or resident of any U.S. embargoed country, or (iii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you agree that you will not enable the Software for any purposes prohibited under United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.
10. Government End Users. If the Software is supplied to or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software". All other terms and conditions of this License apply.
11. Indemnification. You agree to indemnify and hold X1 and its affiliates and each of their employees, contractors, agents, officers, and directors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Software, your violation of any terms or conditions of this License, your violation of applicable laws, or your violation of the rights of any other person or entity.
12. Choice of Law and Venue. This license shall be governed by and construed in accordance with the laws of the state of California, exclusive of its choice of law or conflicts of law rules. The exclusive venue for all litigation regarding or arising out of this license shall be in Los Angeles County, California and you agree to submit to the jurisdiction of the courts in Los Angeles County, California for such litigation. The United Nations Convention on the International Sale of Goods does not apply to this License.
13. Miscellaneous. Nothing herein shall be deemed to supersede or derogate from X1's remedies at law for any violation of this License or applicable law. If any provision of this License is unenforceable, the rest of it shall remain in effect. This License constitutes the entire integrated agreement between you and X1 with respect to the use of the Software and supersedes all prior or contemporaneous oral or written communications and representations with respect to the Software or any other subject matter covered by this License.
June 27, 2012