CLAY TABLET
TECHNOLOGIES
END USER LICENSE
AGREEMENT
THIS IS A BINDING
AGREEMENT BETWEEN CLAY TABLET TECHNOLOGIES, A DIVISION OF LIONBRIDGE CANADA,
INC. (“CTT”), AND YOU OR, IF YOU REPRESENT A LEGAL ENTITY, THE LEGAL ENTITY YOU
REPRESENT (COLLECTIVELY, “YOU” OR “CUSTOMER”). DO NOT CLICK “ACCEPT” UNTIL YOU
HAVE CAREFULLY READ THIS AGREEMENT. BY CLICKING “ACCEPT,” YOU ARE AGREEING TO
ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU ARE
ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT
YOU HAVE THE LEGAL AUTHORITY TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU
DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE
NOT PERMITTED TO ACCESS, DOWNLOAD, INSTALL OR USE THE CLAY TABLET SOFTWARE (THE
“SOFTWARE”).
PLEASE NOTE THAT
IN ORDER TO UTILIZE THE SOFTWARE IN CONNECTION WITH CTT’S TRANSLATION AND
ROUTING SYSTEM, YOU WILL NEED TO EXECUTE A SEPARATE AGREEMENT DIRECTLY WITH CTT
(THE “SERVICES AGREEMENT”).
1. Subject to the
terms of this Agreement, and for the duration of the Services Agreement with
CTT, CTT grants to Customer a nonexclusive, nontransferable, royalty-free
license to use the Software for its internal business purposes and solely in
connection with CTT’s translation and routing system. Customer agrees that (a) the Software (which,
for the purposes of this Agreement, includes all related technology,
information, methodologies, techniques, ideas and processes) constitutes a
proprietary trade secret of CTT, and (b) all intellectual property rights
embodied in the Software remain vested in CTT.
Other than the express rights granted to Customer herein, no rights or
licenses are granted to Customer.
Customer may not copy, translate, modify or adapt the Software (or any
portion thereof), incorporate it, in whole or any part, in any other product,
create derivative works based on the Software (or any portion thereof), license
others to reproduce any copies of the Software, or provide access to the Software
to any third party. Customer may not
decompile, disassemble or reverse engineer the Software, or any component
thereof.
2. CTT MAKES NO REPRESENTATIONS, WARRANTIES OR
GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE),
IN CONNECTION WITH THIS AGREEMENT.
3. CTT may immediately terminate this Agreement
in the event of a breach of any of its terms by Customer or a breach of any
other agreement between CTT and Customer. Upon any termination of this
Agreement, Customer’s rights to use the Software shall immediately terminate,
and Customer shall return or, with CTT’s approval, destroy all copies of the
Software in its possession.
4. CTT WILL HAVE NO LIABILITY FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND,
REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF CTT HAS BEEN ADVISED OR IS
AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
5. CTT shall not be responsible for any failure
to perform its obligations under this Agreement caused by an event beyond its
reasonable control, including, but not limited to, wars, riots, labor strikes,
natural disasters, the infrastructure of the Internet, or any law, regulation,
ordinance or other act or order of any court, government or governmental
agency. CTT is an independent contractor
and not an employee or agent of Customer.
Customer is not authorized to assume or create any obligation or
responsibility on behalf of, or in the name of, CTT or to bind CTT in any
manner. Notices delivered under this
Agreement must be given in writing and will be effective when received. Except for the Services Agreement, this
Agreement contains the entire understanding of the parties with respect to the
transactions and matters contemplated hereby, supersedes all previous
communications, understandings and agreements (whether oral or written), and
cannot be amended except by a writing signed by both parties. CTT may include Customer’s name in a list of
its customers. Customer agrees (a) that
it shall have sole responsibility for its content and materials (“Customer
Materials”), (b) to comply with all applicable laws, statutes, rules and regulations
relating to the Customer Materials and its use of the Software, and (c) that it
shall be responsible for obtaining and maintaining all equipment and
telecommunications services required to utilize the Software. Because of the proprietary nature of the
Software, CTT's remedies at law for a breach by Customer of Customer’s
obligations hereunder will be inadequate, and CTT shall, in the event of such
breach, be entitled, in addition to any other remedy available to it, to seek
equitable relief, including injunctive relief, without the posting of any bond
and in addition to all other remedies provided under this Agreement or
available at law. This Agreement will be
construed in accordance with the laws of the Commonwealth of Massachusetts. Customer will not export the Software
(including via remote access) to any country for which the United Sates or any
other jurisdiction requires an export license or other governmental approval
without first obtaining such license or approval. CTT may utilize agents, contractors and
third-party providers in connection with providing the Software and will be
responsible for their activities hereunder.
CTT has made no commitments or promises, orally or in writing, with
respect to delivery of any future software features or functions. In relation to any future software features
or functions, all presentations, RFP responses and/or product roadmap
documents, information or discussions, either prior to or following the date
herein, are for informational purposes only, and CTT has no obligation to
provide any future releases or upgrades, or any features, enhancements or
functions, unless specifically agreed to in writing by both parties. The terms
of Paragraphs 2, 4 and 5 will survive termination of this Agreement.
July 8th, 2015