(2 out of 2)
Sapphire/Web Software License Agreement
By opening the sealed package containing the physical media the Customer indicates with acceptance to pay for the software therein, and to abide completely with the following agreement.
LICENSE TO USE
COPIES
OWNERSHIP
TRANSFER OF RIGHTS IN SOFTWARE
SUBLICENSING AND DISTRIBUTION
TERMINATION
UPDATES AND UPGRADES
EXPORT
U.S. GOVERNMENT DEPARTMENTS AND AGENCIES
GOVERNING LAW DISPUTES
WARRANTIES AND LIMITATION OF LIABILITY
- Bluestone warrants and represents to Customer that Bluestone has the right to license the Software Products to Customer and the Software does not infringe any copyright in the United States. Bluestone EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE.
- Bluestone shall not have any liability to Customer or to any other person, in tort, contract or otherwise, for claims, losses, damages or injuries arising out of the use or licensing of the Software, except for the Return by Bluestone of any amount not in excess of the license fee received in respect of the License. IN NO EVENT SHALL BLUESTONE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR CONSEQUENTIAL OR SPECIAL DAMAGES OR LOST PROFITS, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL OR SPECIAL DAMAGES FOR LOSS OF GOOD WILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF WORK PRODUCT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, DIRECT OR INDIRECT, EVEN IF BLUESTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
EXCLUSIVE REMEDY AND INFRINGEMENT
- Customer's sole and exclusive remedy for any damages or loss in any way connected with the Soft-ware (other than infringement claims discussed in the following bullet item) or any services furnished by Bluestone, whether or not by Bluestone's breach of warranty, negligence or any breach of any other duty, shall be, at Bluestone's option, replacement of the Software or re-performance of services or return or credit of the appropriate portion of any license fee or payment made by Customer with respect to such Software or services.
- Bluestone shall, at its expense, indemnify, defend and hold Customer harmless against any claim that the Software infringes any copyright in the United States, provided that Customer gives Bluestone prompt, written notice of such claim and allows Bluestone to control the defense and all related settlement negotiations. Customer shall allow Bluestone, at Bluestone's option and expense, if any infringement claim has occurred or in Bluestone's reasonable judgment is likely to occur, to procure the right for Customer to continue using the Software or to replace or modify the Software so that it becomes non-infringing; and if, neither of the foregoing alternatives is available on terms which are reasonable in Bluestone's sole discretion, Customer shall, upon the request of Bluestone, return the Software to Bluestone, whereupon Bluestone shall return the license fee to Customer. Bluestone shall incur no liability to Customer on account of such request and return, except for return of the license fee as provided herein.
- These Software License Terms take precedence over Customer's additional or different terms or conditions, to which notice of objections is hereby given. Neither Bluestone's commencement of performance nor delivery shall be deemed or construed as acceptance of Customer's additional or different terms and conditions.
- This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes any prior agreement, understanding, proposal or communication, oral or written, between the parties with respect to such subject matter.
(2 out of 2)