Cogiton™ Projection™ End User License Agreement
COGITON, INC.
LICENSE AGREEMENT FOR SOFTWARE TOOLS
IMPORTANT: READ CAREFULLY
This License Agreement (the “Agreement") is a legal agreement between “You” (either an individual or a legal entity on behalf of which an authorized individual is agreeing to be bound by this Agreement) and Cogiton, Inc. (“Cogiton,” “We” or “Us“) for the software tools described below, which include compiled software code and may include “online” or electronic documentation (the “Licensed Software“).
By downloading, installing, copying, or otherwise using the Licensed Software, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Accept” button below, and do not download, install, copy or use the Licensed Software.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WHEN YOU ENTER YOU CLICK
ON THE “I ACCEPT” BUTTON BELOW.
1. Software Delivery and Acceptance
Subject to Your agreement to be bound by all terms and conditions of this Agreement, We authorize You to download a single copy of the Cogiton™ Projection™ v.1.xx proprietary software tools (the “Licensed Software”). The Licensed Software is deemed accepted by You upon receipt.
If Cogiton makes available to You (e.g., for online viewing or downloading) any updates, supplements, or additional software code or documentation related to the Licensed Software, all such items are also agreed to be part of the Licensed Software for purposes of this Agreement, including without limitation all of its license terms and conditions, unless Cogiton and You expressly agree in writing that alternative terms apply. All
such items are deemed accepted by You upon receipt.
2. License Terms and Conditions
Subject to all terms and conditions of this Agreement, Cogiton hereby grants You a nonexclusive, personal, non-transferable and non-assignable (except as set forth in Section 7), royalty-free and limited license to use and make an unlimited number of copies of the Licensed Software for use in accordance with this Agreement.
You may not reverse engineer, decompile, or disassemble the Licensed Software in whole or in part, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
3. Proprietary Rights; Reservations of Rights
The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold. All rights in the Licensed Software not expressly licensed under this Agreement are reserved to Cogiton. You will not rent, lease, sell, sublicense, assign, or otherwise transfer any portion of the Licensed Software except as expressly authorized in this Agreement.
No right to use any trademark or trade name of Cogiton is granted to You hereunder. You shall not use any name or trademark confusingly similar to or undertake any other action that will interfere with or diminish Cogiton's right, title or interest in any trademark or trade name associated with any Cogiton product, service or technology.
4. Updates; Support
Cogiton does not have any obligation to provide any bug fixes, modifications, updates, or technical or end user support for the Licensed Software. Cogiton may from time to time, in its sole discretion, make updates, modifications, supplements or new versions of the Licensed Software or portions thereof available to You under this Agreement.
5. Disclaimer of Warranties, Exclusion of Damages, and Limitations of Liability
THE LICENSED SOFTWARE IS PROVIDED BY Cogiton “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE ACHIEVED USING THE LICENSED SOFTWARE IS ASSUMED BY YOU. Cogiton DISCLAIMS ALL WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LICENSED SOFTWARE. FURTHER, THERE IS NO WARRANTY OF NONINFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF, THE LICENSED SOFTWARE REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Cogiton BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, ANY PROVISION OF OR FAILURE TO PROVIDE SUPPORT, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH
OF CONTRACT OR BREACH OF WARRANTY OF Cogiton, AND EVEN IF Cogiton HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT YOU MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE), THE ENTIRE LIABILITY OF Cogiton UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU BASED ON REASONABLE RELIANCE UP TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSED SOFTWARE OR FIVE DOLLARS (US$5.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING THE PARAGRAPHS ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
6. Termination
Without limiting
its rights and remedies if You fail to comply with the terms and conditions of this Agreement, Cogiton may terminate this Agreement upon any such failure. Upon termination of this Agreement, You must promptly destroy all copies of the Licensed Software and discontinue exercising all license rights granted by this Agreement. Sections 3 through 10 of this Agreement will survive any termination of this Agreement.
7. Transfers of the Licensed Software
You may permanently transfer or assign Your copies of the Licensed Software (including any prior versions and related materials You have downloaded or copied) together with all of Your rights under this Agreement, provided that You retain no copies and You transfer this Agreement along with the Licensed Software, and provided that the recipient agrees to the terms of this Agreement as a condition of receiving the Licensed Software
from You. A copy of this Agreement is included in the “Help>About” menu of the Licensed Software, and may also be available from Cogiton.
8. Dispute Resolution
This Agreement shall be construed and controlled by the laws of the State of Washington, and You consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal jurisdiction exists, in which case You consent to exclusive jurisdiction and venue in the Superior Court of King County, Washington. You waive all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.
9. Export Law Compliance
You acknowledge that Licensed Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Licensed Software, including the U.S. Export Administration Regulations, as well as any end-user, end-use and destination restrictions issued by U.S. and other governments.
10. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between Cogiton and You with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements on such subject matter. This Agreement may not be amended except in a binding written agreement between You and Cogiton.
IF YOU AGREE TO COMPLY WITH ALL TERMS AND CONDITIONS SET FORTH ABOVE, PLEASE INDICATE THIS BY CLICKING ON THE “I ACCEPT” BUTTON BELOW. OTHERWISE, PLEASE CLICK ON THE “I DO NOT ACCEPT” BUTTON BELOW. UNLESS YOU CLICK ON THE “I ACCEPT” BUTTON BELOW, YOU ARE NOT LICENSED UNDER THIS AGREEMENT TO DOWNLOAD OR OTHERWISE EXERCISE RIGHTS IN THE LICENSED SOFTWARE.