Vorro, Inc. dba BridgeGate (hereafter “Licensor”) is willing to license BridgeGate (hereafter either “Software” or “BridgeGate”) to you (hereafter “Licensee”) only upon the condition that you accept all of the terms contained in this agreement.
- License.
- In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a non-exclusive and non-transferable license to use (but not to copy or modify except as expressly permitted herein) (i) the current version of Licensor’s BridgeGate Software.
- The Software shall be used by Licensee only on a single computer. Licensee may transfer the Software to other equipment, or move the equipment and the Software to other locations owned and operated by Licensee, with Licensor’s consent, such consent not to be unreasonably withheld or delayed, but requiring contact with Licensor’s customer service department to obtain a valid license key. Licensee may use only one copy of the Software in production at any one time. The Software shall be used only for the internal data processing needs of Licensee’s own business or personal use, which shall include processing information received from and sent to Licensee’s vendors and suppliers in connection with Licensee’s business. Licensee shall not permit any third party to use the Software, or use the Software in the operation of or to provide the services of a service bureau or an application service provider. The copy of the Software used in production may be temporarily transferred to back-up equipment owned and operated by Licensee and located within the continental United States if the particular equipment on which it is installed as permitted herein is inoperative for more than 48 hours, upon prior written notice to Licensor.
- Licensee shall
- not translate, de-compile, or create or attempt to create, by reverse engineering or otherwise, the source code from the object code of any component of the Software;
- not adapt or modify the Software or otherwise use it or any component thereof to create derivative works;
- not remove, obscure, or alter Licensor’s proprietary notices, trademarks, or other proprietary rights notices affixed on or contained in the Software or components thereof;
- not use the Software in any manner, or in connection with any content, data, hardware, software, or materials provided by or on behalf of Licensee, Authorized Users or third parties that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) contains material which is defamatory, libelous, an invasion of privacy, or violates any right of publicity or other third-party right or is threatening, harassing or malicious, or (C) violates any applicable international, federal, state or local law, rule, legislation, regulation or ordinance;
- not use the Software or any component thereof for any illegal purpose; nor export or use the Software out of the United States;
- not use the Software to endeavor to access the information, data, systems or property of others without their permission;
- attempt to ensure that any content, data, hardware, software, or materials used with the Software which was provided by third parties, or provided by or on behalf of Licensee or its Authorized Users, are free from viruses, worms, Trojan horses and other malicious code;
- Licensor also hereby grants to Licensee a non-exclusive, non-transferable license co-terminus with the license in the Software, to use but not to copy or modify, the Documentation. The Documentation shall consist of any user guides, which are provided from time to time by Licensor to Licensee.
- Licensee acknowledges that the source code to the Software is not to be delivered hereunder.
- Price and Payment
- License Fees. Licensee shall pay Licensor for the Software license prior to taking delivery of the Software or installing on a computer. Contact a BridgeGate Sales representative for pricing. sales@bridgegateintl.com or visit our Contact us page
Maintenance and Support Fees. Licensor shall not be obligated to provide any Maintenance or Support Services, but may do so at its sole discretion; any fees associated with such maintenance or support are additional to the license fees paid to acquire the Software license, and shall be remitted separately.
- Installation, Customization, Additional Services and Training Fees. For any Installation Services, Customization Services, Additional Services or Training Services provided by Licensor hereunder, Licensee shall pay Licensor on a time and materials basis at Licensor’s then current hourly rates (the “Installation, Customization, Additional Services and Training Fees”). For purposes of the Installation, Customization, Additional Services and Training Fees, Licensor’s current hourly rates may be obtained by contacting Licensor, which rates may change from time to time at its sole discretion.
- License Fees. Licensee shall pay Licensor for the Software license prior to taking delivery of the Software or installing on a computer. Contact a BridgeGate Sales representative for pricing. sales@bridgegateintl.com or visit our Contact us page
- Software Ownership.As between Licensee and Licensor, all right, title and interest (including rights of copyright and all other proprietary rights) in the Software and Documentation (other than the license rights granted to Licensee herein) and all copies and all derivations thereof, and any and all extensions, adaptors, workflows, templates, or changes to the Software made by Licensee (including the Permitted Adaptations), shall be held by Licensor, including, without limitation, all results and proceeds of Licensor’s Maintenance and Support Services, Installation Services, Customization Services, Training Services and Additional Services provided hereunder. Licensee shall not sell, transfer, publish, disclose, display, transmit, distribute, or otherwise make available the Software or copies thereof to others except as expressly permitted herein. Licensee agrees to secure and protect from misuse, theft, unauthorized use or damage the Software, each component thereof delivered hereunder, and the Documentation, in a manner consistent with the maintenance of Licensor’s rights therein and as otherwise required herein or by law, and to take appropriate action through instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder.
- Limited Warranties and Limited Liability.
- LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRIDGEGATE INTERNATIONAL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE VORRO, INC. DBA BRIDGEGATE PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, OR COMPUTER PROGRAMS, EVEN IF VORRO, INC. DBA BRIDGEGATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.
- Term and Termination.
- This License Agreement is effective until terminated. Licensee may terminate this License Agreement at any time. The License Agreement will also terminate if Licensee fails to comply with any terms and conditions set forth elsewhere herein. Licensee agrees upon any termination to destroy the Software together with all copies, modifications and merged portions in any form, and certify in writing that Licensee has done so.
- This License Agreement will also terminate automatically in the event that the license being purchased is for a limited duration or use, and the term of the use has been met.
- General.
- Licensor may publicize the fact that Licensee is a customer of Licensor and a licensee of the Software.
- The parties agree that this is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties.
- This Agreement and performance hereunder shall be governed by the laws of the State of Florida. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Duval County, Florida, for the resolution of their disputes, and the parties do hereby waive any objection thereto based on inconvenient forum.
- If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The provisions of Paragraph 6, 9,10, and 11 and such other provisions which by their plain meaning are intended to survive expiration of termination of this Agreement, shall survive termination or expiration of this Agreement.