This Agreement sets forth the terms and conditions of your use of the accompanying Custom Mat Builder (the "Software"). For the purposes of this Agreement, "you" means you, the end user, and "Licensor" means Custom Mat Company, Inc. and its subsidiaries and affiliates.
I. LICENSE GRANT. Licensor grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software and related documentation ("Documentation") on a single computer according to the provisions contained herein; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software. You are not permitted to lease, rent, distribute or sublicense the Software or any rights therein. You also may not install the Software on a network server, use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). Except as provided herein, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation
II. IMPORT/EXPORT RESTRICTIONS. You agree not to import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor and Licensor from liability if you violate any such laws or regulations.
III. TITLE. You agree that Licensor owns and holds title to the Software and any Documentation and all subsequent copies thereof and improvements thereto regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the Software and any Documentation shall remain with Licensor. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties.
IV. GOVERNING LAW. The laws of the State of Texas shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction of the courts of Harris County, State of Texas for the purposes of enforcing the provisions of this Agreement or concerning the relationship between you and Licensor in any way.
V. NO WARRANTY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
VI. LIMITATION OF REMEDIES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, PERSONAL INJURY OF PATIENTS, PHYSICAL OR EMOTIONAL IMPAIRMENT OF PATIENTS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS V AND VI MAY NOT APPLY TO YOU.
VII. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Licensor from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the Software.
VIII. SEVERABILITY. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
IX. ENTIRE AGREEMENT. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may be amended or modified by Licensor at any time and you must agree to such modifications if you wish to continue using the Software. Your only remedy to dispute a change to this Agreement is to terminate this Agreement and discontinue use of the Software.
X. ACKNOWLEDGMENT. By using any part of this Software, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.
XI. THIRD PARTY BENEFICIARY. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this agreement.
XII. TERM AND TERMINATION. This Agreement is effective until terminated. Either party may terminate this agreement at any time, for any or no reason. Your rights under this Agreement will terminate automatically or otherwise cease to be effective without notice from Licensor if you fail to comply with any term(s) of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Software. The agreements, representations, warranties, covenants, duties and obligations as set forth in this Agreement, which by their terms or to the extent consistent with the intent and purpose of this Agreement extend beyond the term of this Agreement, shall survive termination or expiration of the term of this Agreement.