ACCOLADE, INC. ("ACCOLADE") IS WILLING TO LICENSE THE DEMO CONTAINED ON THIS DISK (THE "SOFTWARE") TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY TYPING IN YOUR NAME BELOW AND CLICKING THE ôI ACCEPTö BUTTON.
PLEASE READ THE TERMS CAREFULLY BEFORE CLICKING THE ôI ACCEPTö BUTTON, AS BY CLICKING THE ôI ACCEPTö BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. LICENSE. You are permitted to use the Software in machine-readable only on a single computer. You may copy the Software only to install it on a single computer and for backup purposes in support of your use of the Software. If you copy the Software you must reproduce all copyright and other proprietary notices that are on the original copy of the Software.
2. RESTRICTIONS. You may not use, copy, modify, or transfer the Software, or any copy thereof, in whole or in part, except as expressly provided for in this Agreement. Any attempt to transfer any of the rights, duties or obligations hereunder is void. You may not rent, lease, loan, resell for profit, or distribute the Software, or any part hereof. You may not reverse engineer, disassemble, decompile or translate the Software, or otherwise attempt to derive the source code of the Software except to the extent that reverse engineering cannot be contractually restricted.
3. OWNERSHIP. The Software is licensed, not sold, to you for use only under the terms of this Agreement, and Accolade reserves all rights not expressly granted to you by this Agreement.
4. TERM. This Agreement will immediately and automatically terminate without notice if you fail to comply with any material term or condition of this Agreement. You agree upon termination to promptly destroy the Software and all copies.
5. NO WARRANTY. The Software is provided to you on an "AS IS" basis. ACCOLADE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OF ADVICE GIVEN BY ACCOLADE, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. Some states do not allow the exclusion or limitation of implied warranties, so the above exclusions and disclaimers may not apply to you.
6. LIMITATION OF LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL ACCOLADE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF ACCOLADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN NO EVENT WILL ACCOLADESÆS TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE TOTAL AMOUNT ACCOLADE RECEIVES FROM YOU FOR THIS LICENSE AND YOUR USE OF THE SOFTWARE. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
7. Government User. The Software is provided with restricted rights.
Restricted Rights Legend
With respect to any acquisition of the Software by or for any unit or agency of the U.S. Government ("Government"), the Software shall be classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement ("DFARS"). If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.
8. General. Any action related to this Agreement will be governed by California law and controlling U.S. Federal law, and the United Nations Convention on Contracts for the International Sale of Goods and the choice of law rules of any jurisdiction shall not apply. Any action relating to this Agreement shall be brought in the state or federal courts located in the Northern District of California, and you hereby submit to the jurisdiction and venue thereof. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. You agree to use this Software in accordance with all laws of the United States and any other applicable jurisdiction. This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between us in relation to the subject matter of this Agreement.
