This ATIV Software Product License Agreement (“Agreement”) is between ATIV Software (“ATIV”) and you or any company or entity you represent (“You”). This Agreement governs Your use of any ATIV software or code which may include associated software components, media, printed materials, and “online” or electronic documentation (“Software Product”). By copying, installing, accessing, obtaining, or using any portion of ATIV software or code in any way, You accept the terms of this Agreement. By accepting these terms, You represent You have the authority to enter into a legally binding contract with ATIV. If You have any questions about this Agreement please contact us at email@example.com.
1.1 “Additional Services”: means add-on modules or functionality, ATIV Software products including but not limited to, EventPilot or EventPilot Journal Edition. Please talk to Your Client Relation Manager for more information on add-on modules.
1.2 “Support Services”: means any technical activity or function assisting a successful implementation provided by ATIV.
1.3 “Client”: means the user, implementer, or third party vendor implementing ATIV Software Products.
ATIV grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to install and use one copy the Software Product with limited modifications to assist in implementing the Software Product for the sole purpose of integrating Additional Services to Your ATIV product integration as allowed within the code description. You may not copy, modify (unless allowed by ATIV), distribute, sell, rent, or lease any part of our Software Product without written consent from ATIV. ATIV reserves the right to revoke this license granted to You without notice for any or no reason.
3. Restrictions and Requirements
3.2 Maintenance of Copyright Notices. You will not remove, alter, replace, or mask any copyright notices on any Software Product.
3.3 No Circumvention or Reverse Engineering, Decompilation, and Disassembly. You will not (i) attempt to interfere with, modify or disable any features or functionality of Software Product, (ii) reverse engineer, decompile, or disassemble the Software Product, (iii) defeat, avoid, bypass, remove, deactivate or circumvent any protective measures for Software Product.
3.4 Destructive Behavior. You will not introduce viruses, worms, trojan horses, etc.
3.5 Support Services. ATIV may provide You with support services related to the Software Product and may charge a fee for such services, but shall have no obligation to offer support services. Any fee for support service will be communicated to You for prior approval. Any supplemental software code, including associated software components, media, printed materials, and “online” or electronic documentation provided to You as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this Agreement.
3.6 Third Party Software. Software Product may operate or interface with third party licensed software or other technology (“Third Party In-Licensed Code”). You agree that (i) You will use Third Party In-Licensed Code in accordance with this Agreement and any other restrictions specified ATIV Software Product documentation, (ii) no Third Party Licensor makes any representation or warranty to You concerning the In-Licensed Code or ATIV Software Product, (iii) no Third Party Licensor will have any obligation or liability to You as a result of this Agreement or Your use of the Third Party In-Licensed Code or ATIV Software Product.
3.7 Costs and Incidental Costs. You agree that you are solely liable for all costs, fees, and other expenses resulting from your use of Software Product. This specifically includes, but is not limited to, incidental costs incurred by you in connection with your implementation and use of the Software Product, including, but not limited to, costs owed to your development provider, web services, or mobile provider.
4. Intellectual Property
ATIV Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All right, title, or interest to Software Product is owned by ATIV. All rights not expressly granted in this Agreement belong to ATIV.
5. Term and Termination
This Agreement will continue as long as You operate or possess Software Product or until ATIV terminates this Agreement. ATIV may terminate this Agreement at any time, for any reason, with or without notice. Upon termination, You shall immediately cease using and either return to ATIV or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of Software Product in Your possession. Sections 1, 4, 7-11 survives any termination or expiration of this Agreement.
You represent and warrant that (i) You have the right and authority to enter into and perform this Agreement, (ii) You will not be breaching any Agreement with a third party by entering into this Agreement, (iii) Your use of Software Product does and shall comply with all applicable foreign, federal, state and local laws, rules and regulations.
You will indemnify, defend, and hold ATIV, its members, employees, agents, and affiliates harmless from and against any claims, damages, liabilities, judgments, costs, including attorney fees, from any third party claims arising from any breach by You of any term of this Agreement.
8. Warranty Disclaimer
ATIV PROVIDES SOFTWARE PRODUCT ON AN “AS IS” BASIS AND MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE, ACCURACY, RESULTS OF USE, RELIABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT WILL ATIV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF SOFTWARE PRODUCT REMAINS WITH YOU.
ATIV DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN SOFTWARE PRODUCT.
ATIV DOES NOT WARRANT OR ASSUME RESPONSIBILITY IN RESPECTS TO UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, WORM-FREE, OR SECURITY WITH USE OF SOFTWARE PRODUCT.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ATIV BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, DIRECT, EXEMPLARY, PUNITIVE, COMPENSATORY, AND CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND APPLIES WHETHER OR NOT ATIV HAS ADVISED THE POSSIBILITY OF LOSS OR DAMAGE.
ATIV SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE PRODUCT OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS, OR THE DISCLOSURE OF PERSONAL INFORMATION. IN NO EVENT SHALL ATIV BE LIABLE FOR DAMAGES EXCEEDING THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO ATIV.
This Agreement shall be construed and governed by the laws of the State of California. Each party irrevocably and unconditionally consents to the exclusive jurisdiction and venue in State Courts located in Sonoma County, California and Federal Courts located in San Francisco County, California.
11. General Provisions
This Agreement supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software Product.
11.1 Relationship. Each party is an independant contractor of the other and is neither an employee, agent, partner, member, or joint venture participant of the other.
11.2 Waiver. No delay or failure on the part of ATIV to exercise any right under this Agreement or any law shall operate as a waiver of such right.
11.3 Severability. If any part of this Agreement is found to be unenforceable, it will be limited or eliminated to the minimum extent necessary so that this Agreement will remain in full force and effect.
11.4 Modifications. ATIV Software Product is continuously undergoing improvements and updates to better serve our clients. You acknowledge that this Agreement and Software Product may be modified by ATIV at any time and You will have fourteen (14) days to implement the new Software Product upon receipt. You should periodically check for modification to this Agreement at https://ativsoftware.com/legal. You further acknowledge that modification to Software Product may have an adverse effect to Your use of the Software Product in which Your sole recourse will be to terminate this Agreement pursuant to Section 5. Continued use of Software Product after 10 days after notification shall constitute a binding acceptance to modification of Agreement or Software Product.