TEPS-X v17 License Agreement
IMPORTANT - PLEASE AGREE BEFORE DOWNLOADING
LICENSE GRANT: TRIPRISM grants you ("LICENSEE") a NON-EXCLUSIVE LICENSE ("LICENSE") to install and use the SOFTWARE, in accordance with the terms and conditions of this LICENSE Agreement. LICENSEE agrees to comply with the terms and conditions of this LICENSE Agreement and agrees to take all necessary steps to protect TRIPRISM'S SOFTWARE from theft or use contrary to the terms of this LICENSE Agreement. The LICENSE is provided for each SOFTWARE on a per computer serial number basis for a set period of time. A LICENSE to use one SOFTWARE does not grant a license to use another SOFTWARE, whether or not for the same computer serial number or whether or not for the same period of time.
OWNERSHIP: TRIPRISM retains ownership of the SOFTWARE and all subsequent copies of the SOFTWARE, regardless of the form or media in or on which the original and other copies may subsequently exist. TRIPRISM owns and/or has rights to use all patent, trademark, copyright, trade secret and any other intellectual property rights in the SOFTWARE. LICENSEE agrees not to: create derivative works from the SOFTWARE or disassemble, decompile, or otherwise reverse engineer the SOFTWARE or use or attempt to obtain any techniques, algorithms, processes, trade secrets, or proprietary information contained in the SOFTWARE. LICENSEE agrees not to remove any titles, trademarks or copyright or proprietary notices from the SOFTWARE. LICENSEE acknowledges that the SOFTWARE is confidential and proprietary to TRIPRISM and LICENSEE agrees to maintain the SOFTWARE in strict confidence and will not disclose the SOFTWARE or any portion thereof to any third parties (other than those of LICENSEE'S officers, employees or agents with a need for access to the SOFTWARE in connection with their provision of services to LICENSEE, or as may be required by applicable law or valid legal process). LICENSEE may not transfer any copy of the SOFTWARE to another person or entity outside LICENSEE'S immediate organization, on either a permanent or a temporary basis.
LICENSE TERM: This LICENSE Agreement shall be deemed effective from the date LICENSEE receives the SOFTWARE and shall be valid for the length of the time purchased by LICENSEE and expire thereafter ("LICENSE TERM"), unless earlier terminated by TRIPRISM in accordance with this agreement. The expiration of the term of the LICENSE is displayed in the "About" box of the software, or is available by contacting TRIPRISM. LICENSEE may terminate this LICENSE by destroying all copies, and portions thereof, of the SOFTWARE, and notifying TRIPRISM. This LICENSE Agreement shall also terminate automatically if LICENSEE fails to comply with any term or condition of this LICENSE Agreement. Upon such termination, or expiration of the term of the LICENSE, LICENSEE agrees to destroy all copies, and portions of copies, of the SOFTWARE. All representations, warranties, releases, indemnities and covenants shall survive the termination of this LICENSE Agreement.
SOFTWARE USE: LICENSEE represents and warrants that the SOFTWARE will be used by LICENSEE solely for legal purposes and in accordance with this License Agreement.
REQUIREMENTS: The SOFTWARE has minimum hardware requirements that are specified for each SOFTWARE, and are available by contacting TRIPRISM. Furthermore, an Internet connection may be required to activate and/or use the SOFTWARE. LICENSEE understands and agrees that it must provide an Internet connection and minimum hardware requirements to properly operate the SOFTWARE, and failure to provide an Internet connection and minimum hardware requirements may limit LICENSEE's ability to use the SOFTWARE. TRIPRISM shall not be responsible for providing minimum hardware requirements and/or an Internet connection.
LIMITED WARRANTY AND DISCLAIMER OF LIABILITY: It is understood, acknowledged and agreed by LICENSEE that: (a) the SOFTWARE is and will be based on certain methodologies, models, assumptions and data, some of which has been developed by TRIPRISM internally, and TRIPRISM makes no express or implied warranty or guaranty with respect to the reasonableness, accuracy, completeness or quality of the SOFTWARE or such methodologies, models, assumptions or data; (b) TRIPRISM may from time to time change the methodologies, models, assumptions or data upon which the SOFTWARE is based, and TRIPRISM shall have no obligation to advise LICENSEE of any such change; (c) TRIPRISM shall have no obligation to provide, or to continue to provide, any SOFTWARE to LICENSEE, to provide LICENSEE with the same SOFTWARE provided to other clients or counterparties of TRIPRISM or to update the content of any SOFTWARE previously provided to LICENSEE to reflect subsequent events, information, corrections, or changes.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACCEPTS THE SOFTWARE AS-IS, WHERE-IS, WITH ALL FAULTS, AND LICENSEE ACKNOWLEDGES AND AGREES WITH TRIPRISM THAT TRIPRISM HAS NOT MADE, AND IS DEEMED TO HAVE EXPRESSLY DISCLAIMED, AND LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ANY WARRANTY, REPRESENTATION, GUARANTY, LIABILITY OR OBLIGATION OF TRIPRISM, AND ANY RIGHT, CLAIM, REMEDY AGAINST TRIPRISM, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, AS TO THE SOFTWARE OR LICENSEE'S USE OR RELIANCE THEREON, INCLUDING WITHOUT LIMITATION: (A) THE TITLE, VALUE, CONDITION, DESIGN, OPERATION, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR OF ANY PARTICULAR PURPOSE, OF THE SOFTWARE; (B) THE QUALITY OF THE SOFTWARE OR WORKMANSHIP WITH RESPECT TO THE SOFTWARE; (C) THE ABSENCE OF ANY LATENT OR OTHER DEFECT, OR ANY ERROR, OMISSION OR DEFICIENCY, OR ANY VIRUS OR MALFUNCTION, OR NONCONFORMANCE IN THE SOFTWARE, WHETHER OR NOT DISCOVERABLE; AND (D) THE ABSENCE OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER RIGHT.
LICENSEE FURTHER WAIVES, DISCLAIMS, RELEASES, AND RENOUNCES ANY LIABILITY, RIGHT, CLAIM, REMEDY OR OBLIGATION BASED ON TORT, INCLUDING STRICT LIABILITY, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED) OF TRIPRISM, WITH RESPECT TO THE SOFTWARE OR LICENSEE'S USE OR RELIANCE THEREON, AND ANY OTHER LIABILITY, RIGHT, CLAIM, REMEDY OR OBLIGATION FOR LOSS OF OR DAMAGE TO THE SOFTWARE OR ARISING OUT OF, IN WHOLE OR IN PART, LICENSEE'S USE OR RELIANCE THEREON. LICENSEE FURTHER WAIVES, DISCLAIMS, RELEASES AND RENOUNCES, AND SHALL HOLD TRIPRISM HARMLESS FROM AND AGAINST, ANY AND ALL DAMAGES, WHATSOEVER INCURRED, IN WHOLE OR IN PART, AS A RESULT OF LICENSEE'S USE OR RELIANCE ON THE SOFTWARE, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, SPECIAL, INCIDENTAL, COMPENSATORY, PUNITIVE AND OTHER DAMAGES.
GENERAL CONDITIONS: LICENSEE agrees to indemnify TRIPRISM and hold it harmless from and against any and all loss, liability, damage, claim, cost or expense, in whole or in part, arising out of or related to: (a) LICENSEE'S breach of any of the terms of this LICENSE Agreement or any material inaccuracy or incompleteness of any of the representations or warranties set forth herein; (b) LICENSEE'S use of or reliance on the SOFTWARE; or (c) any actions against TRIPRISM by LICENSEE or any third parties related to, in whole or in part, LICENSEE'S use of or reliance on the SOFTWARE. This LICENSE Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to principles of conflict of laws. If any provision of this LICENSE Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this LICENSE Agreement shall not in any way be affected or impaired thereby. No amendment, modification or waiver in respect of this LICENSE Agreement will be effective as against TRIPRISM unless in writing signed by TRIPRISM. The representations, warranties, releases, indemnities and covenants made or deemed made by LICENSEE under this LICENSE Agreement will be deemed repeated on each day that LICENSEE uses or relies, in whole or in part, on the SOFTWARE.
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