The ClubScheduler End User License Agreement"So that our lawyers have something to do" |
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In consideration of the accurate completion of the ClubScheduler product registration process by an officer of a qualified Toastmasters club, TJ&E grants a non-exclusive license to use the Software, as defined herein, under the following terms and conditions. DEFINITIONS. "Software" refers to those computer program products, supplied on disk or for download over the Internet, which you have licensed from TJ&E, together with all documentation and manuals furnished therewith, and includes any future new Software shipped or made available to you by TJ&E. "Club Members" refers to you and any other members of your individual club being served by this Software. TITLE. Title to and ownership of the Software, and all copies thereof, shall at all times reside with TJ&E or with TJ&E's licensors in the event the Software is provided by TJ&E under license from a third party. GRANT OF LICENSE. TJ&E grants all Club Members a non-exclusive and non-transferable right and license to use the Software. Any attempt to sublicense, transfer (other than to other Club Members), or assign the Software or the rights or obligations under this license to any party without the prior written approval of TJ&E shall void this Agreement. SCOPE OF LICENSE. You may make additional copies of the Software for backup purposes or for the transference of the Software to other Club Members only. Copies may be made only to the extent required to support the use of the Software. You must reproduce and include the copyright notice and the proprietary notices of TJ&E or its licensors on the original and on all copies of the Software. In the event that TJ&E provides you with a new version of the Software, or authorizes you to make additional copies of new versions of the Software to replace the Software licensed hereunder, then such replacement Software and all copies thereof shall be covered by and subject to the terms and conditions of this License Agreement. Copies of old versions of Software shall continue to be subject to this Agreement until destroyed by you or returned to TJ&E. LIMITATION OF LIABILITY. This Software and/or related documentation are provided on an "as is" basis, without any representation or warranty of any kind, either express or implied, including without limitation any representations or endorsements regarding the use of, the results of, or performance of the Software, its appropriateness, accuracy, reliability, or correctness. The entire risk as to the use of this Software is assumed by the user and/or licensee. TJ&E does not assume liability for the use, installation and distribution of this Software. In no event will TJ&E be liable for additional direct or indirect damages including any lost profits, lost savings, loss of business information, any other pecuniary loss or other incidental or consequential damages arising from any defects out of the use of or inability to use this Software, even if TJ&E has been advised of the possibility of such damages. You agree to defend, indemnify and hold TJ&E harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of this agreement or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive any termination of this agreement. TERM. This Agreement, together with TJ&E's standard Terms and Conditions of Sale, sets forth the entire agreement with respect to the license of the Software to you by TJ&E. This license shall remain in effect until terminated. You may terminate this license by returning all copies of the Software in your possession. The license granted under this Agreement will terminate automatically without notice if you violate any of the terms and conditions of this Agreement. You agree upon such termination to promptly return to TJ&E all the Software and all related documentation and certify in writing the destruction of all copies of either in any form. EXPORT REGULATIONS. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export and import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, except for that body of law dealing with conflicts of law. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. U.S. GOVERNMENT RESTRICTED RIGHTS. If this TJ&E Software is acquired by, or on behalf of a unit or agency of the United States Government, this provision applies. This TJ&E Software (a) was developed at private expense, and no part of it was developed with government funds; (b) is a trade secret of TJ&E for all purposes of the Freedom of Information Act; (c) is "commercial computer software" subject to limited utilization as provided in the contract between the vendor and the government entity; and (d) in all respects is proprietary data belonging solely to TJ&E. For units of the Department of Defense (DoD), this TJ&E software is sold only with "Restricted Rights" as that term is defined in the DoD supplement to the Federal Acquisition Regulations 52,227-7013 and: use, duplication, or disclosure is subject to restrictions as set forth in subdivision (b) (3) (ii) of the Rights of Technical Data and Computer Software clause 52.227-7013. YOU ACKNOWLEDGE THAT: Should you have any questions concerning this
Agreement, please contact:
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