Licensor and Licensee desire by this Agreement to establish the terms and conditions upon which Licensee shall license from Licensor the RXA Domo App and related documentation of Licensor
“Documentation” means the usage documentation products, in electronic formats, furnished by Licensor to Licensee with the Software.
“Licensee User” means an employee, contractor or agent of Licensee.
“Software” means the computer programs owned by Licensor as described on the statement of work hereto.
3. GRANT OF LICENSE; RESTRICTIONS; OTHER TERMS
3.1 Restrictions. Licensee shall not and shall not permit anyone else to, directly or indirectly, copy, reproduce, amend, modify, create derivative works of, adapt, translate, distribute, reverse engineer, reverse assemble, disassemble, decompile, attempt to discover the source code or structure sequence or organization of the Software (except where the foregoing is required by applicable law, then only to the extent so permitted). Renting, leasing or sub-licensing access and use of the Software to or on behalf of any third party is prohibited. Licensee shall maintain and shall not remove, alter or obscure any trademark, copyright, product identification or other proprietary notices contained in any content available on or accessed through the Software. Licensee agrees to comply with any copyright notices, information, or restrictions contained in any content available on or accessed through the Software or Documentation. Licensee shall not use the Software in violation of any applicable law, statute, ordinance, or regulation.
4. OWNERSHIP; NON-DISCLOSURE OF PROPRIETARY INFORMATION
4.1 Ownership. Licensee acknowledges that Licensor asserts that all rights, title and interest to the Software and Documentation are the property of Licensor and are protected by copyright, trademark and trade secret law and international treaties. Licensee acknowledges that the Software and Documentation are being licensed, and not sold to Licensee. Licensee further acknowledges that Licensee acquires only the right to use the Software and Documentation during the term of this Agreement. All rights, express or implied, in the Software and Documentation other than those specifically granted to Licensee in this Agreement are reserved by Licensor and/or its suppliers. Licensee agrees not to remove, deface or obscure Licensor’s and/or its suppliers’ copyright or trademark notices and/or legends or proprietary notices on the Software and/or accompanying materials.
4.2 Non-disclosure of Proprietary Information. Licensee acknowledges that the Software and Documentation contain trade secrets and/or confidential or proprietary information of Licensor (“Proprietary Information”). Therefore, Licensee agrees that it will exercise reasonable care to prevent the disclosure of Proprietary Information to any persons other than Licensee Users who are authorized by Licensee to have access to the Software and Documentation. Licensee shall take appropriate action by instruction, non-disclosure agreement or otherwise to ensure that each Licensee User who has access to Software protects and limits its use to Licensee’s internal data processing operations to the same extent that Licensee is obligated to do so under this Agreement. This paragraph imposes no obligation upon Licensee with respect to any information which: (i) is or becomes publicly known through no wrongful act of Licensee; (ii) is received by Licensee from a third party without breaching an obligation owed to Licensor; (iii) is independently developed by Licensee; or (iv) is required to be disclosed by Licensee pursuant to a subpoena or other legal process.
5. USE OF THE DOMO PLATFORM
If the Domo platform is used for Data Management, Customers are subject to all Domo licensing terms and conditions currently located at: www.domo.com/service-terms.
6. NO WARRANTY. THE SOFTWARE IS PROVIDED “AS IS”. SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LICENSOR MAKES NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OF THE SOFTWARE FURNISHED UNDER OR IN CONNECTION WITH THIS AGREEMENT.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (B) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION.