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