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Softricity Legal Notice

 

Terms of Sale

All Software License sales are final, no refunds will be provided for any reason once a software license has been issued. Softricity recommends customers take advantage of our free thirty day evaluation offer to assure the Software meets their needs prior to purchasing Software Licenses.

Support contracts must be paid in full to be effective. Softricity may refuse to perform its support obligations or may cancel the support coverage in the event that customer fails to timely pay any balance due to Softricity. Softricity SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY DAMAGES, HOWEVER CHARACTERIZED, WHICH EQUATE TO LOST PROFITS, LOST SAVINGS, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITIES, OR ARE PUNITIVE, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL IN NATURE, OR WHICH OTHERWISE ARISE OUT OF THE USE OF, OR INABILITY TO USE, ANY SUPORT SERVICE(S), EVEN IF Softricity WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  In the event Softricity fails to deliver support to the customer’s satisfaction, Customer may terminate remaining support and seek a refund of a prorated portion of the amount paid for Support that is the subject of the specific claim, based upon the percentage of time remaining on the contract. The remedies set forth in this paragraph shall be customer’s sole and complete remedy in the event of Softricity’ breach of its Support obligations. Support purchases are non-cancelable and payments received are non-refundable, except as set forth herein.

Copyright/Trademark and Other Proprietary Rights

Except where specifically noted, all contents copyright © Softricity Corporation. All rights reserved. All materials on Softricity Corporation ("Softricity", "we" or "our") web sites including without limitation software and accompanying documentation, text, graphics, and images (collectively "Proprietary Material"), are protected by copyright and by and under all other applicable intellectual property and other proprietary rights and treaties. Ownership of the Proprietary Material is retained by the copyright, intellectual property and/or proprietary right(s) holder(s) and is not transferred to you.  Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior express permission of Softricity and/or the relevant rightholder.  Use of software or drivers from Softricity’ web sites is subject to the terms and conditions of any applicable Softricity License Agreement(s) provided with the respective software or drivers.
Any reproduction or redistribution of any Proprietary Material on Softricity’ web sites which is not expressly permitted by Softricity is prohibited by law and may result in civil and criminal penalties. Should you wish to reproduce or redistribute any such Proprietary Materials, you must first seek written permission from Softricity.

Softricity and PDMLynx as well as related logos, are either registered trademarks or trademarks of Softricity.  Certain other names, products, and services mentioned herein may be the trademarks or registered trademarks of other organizations and/or entities and, if so, are the sole property of their respective owners.  Nothing on Softricity’ web sites should be construed as granting any license or right to use any trademarks or logos without the prior written permission in each instance of Softricity Corporation and/or the owner(s) of such other trademarks or logos.

Your access to Softricity’ web sites is governed by applicable laws. All information on Softricity’ web sites is subject to Canadian export control laws and may also be subject to the laws of the country where you reside

Disclaimer of Warranty

YOU ACKNOWLEDGE AND AGREE THAT THE Softricity’ WEB SITES AND THE CONTENT THEREOF ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS.  NEITHER Softricity CORPORATION, ITS SUBSIDIARIES, ANY OF ITS AFFILIATES, NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "COMPANY PARTIES") GUARANTEES THE TIMELINESS, ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OF SUCH CONTENT.  NONE OF THE COMPANY PARTIES WARRANT THAT Softricity' WEB SITES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT Softricity' WEB SITES, THEIR SERVERS, OR ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF Softricity' WEB SITES AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THE CONTENT THEREOF IS ASSUMED SOLELY BY YOU.  ALL OF THE COMPANY PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING Softricity’ WEB SITES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AGAINST LATENT DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE COMPANY PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF Softricity’ WEB SITES.

Limitation of Liability

Softricity takes reasonable steps to ensure that the content of Softricity' web sites is accurate, but provides no representations as to the accuracy or completeness thereof. Information on Softricity’ web sites may be changed or updated without notice. Softricity also reserves the right to update this Legal Notice from time to time without notice. We recommend that you visit this page to review the current Legal Notice on a regular basis.

Your use of the information provided on Softricity’ web sites is at your own risk.  YOUR SOLE REMEDY FOR DISSATISFACTION, IF ANY, WITH YOUR USE OF Softricity’ WEB SITES IS TO STOP USING SUCH SITES.  YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE Softricity’ WEB SITES, INCLUDING: LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; OR THIRD-PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES. FURTHER, THE COMPANY PARTIES WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD-PARTY, WITH THIS LEGAL NOTICE OR WITH APPLICABLE FEDERAL, STATE AND LOCAL LAWS.

THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF: (i) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF ANY COMPANY PARTY; OR (ii) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT OR ANY OTHER THEORY OF LEGAL LIABILITY, AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THOSE STATES OR JURISDICTIONS, THE COMPANY PARTIES' LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY PARTIES' AGGREGATE LIABILITY TO YOU EXCEED ONE DOLLAR ($1) IN CANADIAN FUNDS.

It is possible that the use or implementation of any one of the concepts, applications, or ideas described in Softricity’ web sites or in marketing collateral (including, without limitation, case studies or user stories) or other documentation which may be accessed from or via Softricity’ web sites may infringe one or more patents or other intellectual property rights owned by third parties. Softricity does not provide any intellectual property licenses with the sale of Softricity® products other than a license to use such products in accordance with intellectual property owned or validly licensed by Softricity or its subsidiaries.  Softricity encourages all users of its products to procure all necessary intellectual property licenses required to implement any concepts or applications and does not condone or encourage any intellectual property infringement and disclaims any responsibility related thereto. These intellectual property licenses may differ from country to country and it is the responsibility of those who develop the concepts or applications to be aware of and comply with different national license requirements.

Softricity’ worldwide web site is meant to be accessed by users in countries around the world and contains no specific restrictions on product usage which may be applicable to your country and may contain information which may not be available on your regional site.  Softricity makes no warranty that the information on the worldwide site is applicable to your specific country.

Open Source

One or more open source products, systems and/or releases may be discussed on Softricity’ web sites.  Softricity is not responsible for your decision to use open source in connection with Softricity® products, nor is Softricity responsible for any present or future effects such usage might have, including without limitation effects on your products, your business, or your intellectual property rights.

Login and Password

In the event that Softricity provides you with a login and password to access certain portions of Softricity’ web sites, you understand and agree that it is your responsibility to keep your login and password confidential.  You are solely responsible for all activity, whether authorized or not, occurring through the use of your login and password and you must notify Softricity immediately of any actual or suspected theft or unauthorized use or disclosure of your login or password.

Links to Other Sites

For your convenience and information, Softricity periodically allows you to gain access to other third party web sites from Softricity’ web sites.  Softricity and its subsidiaries expressly disclaim any responsibility and make no representations whatsoever about the quality, nature or reliability of any other web sites you may access directly or indirectly through Softricity’ web site.  A link to a non-Softricity web site does not mean that Softricity endorses the contents of that web site. Softricity reserves the right to remove any links from Softricity web sites at any time without notice and/or without prior consultation with third parties.  Softricity IS NOT RESPONSIBLE FOR THE CONTENT OF ANY THIRD-PARTY WEB SITE, NOR DOES Softricity MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE CONTENT (OR THE ACCURACY OF SUCH CONTENT) ON ANY THIRD PARTY WEB SITES, AND SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER IN RELATION TO ANY OF THE FOREGOING.  If you decide to access linked third party web sites, you do so at your own risk.  You should direct any concerns to the third party web sites' administrator or webmaster.

Indemnification

You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all actions (including third-party actions and claims), demands, costs, claims, losses, liabilities, damages and expenses, including reasonable legal fees, arising out of the access to, use, or misuse of Softricity’ web sites by you (or any other person using your login and password, if you have one), or from your misrepresentation during or in furtherance of using or accessing Softricity’ web sites, or arising in any manner out of your acts or omissions on behalf of or relating to any third-party.  Softricity reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without relieving you of your indemnity obligations, and in that event, you agree to cooperate with our defense of the claim.

Termination

You acknowledge and agree that Softricity may suspend or terminate your access to and use of Softricity’ web sites at any time, with or without cause, in Softricity’ absolute discretion and without notice. The terms and conditions of this Legal Notice shall continue to apply to all prior use of Softricity’ web sites.

No Framing or Linking Allowed

Except as otherwise denoted herein, no part of Softricity’ web site may be copied or imitated in whole or in part by any means, including without limitation the use of framing or mirrors. None of the content of Softricity’ web site may be retransmitted without the express written advance consent of Softricity, nor may such content be used on any other web site or in any networked computer environment. Softricity prohibits use of any Softricity trademark as part of a link to or from any web site unless such a link is approved in advance by Softricity in writing.

Responses to Softricity’ Web Sites

Any responses you make to Softricity about materials presented on Softricity’ web site will be non-confidential.  By sending Softricity any such response you grant to Softricity an irrevocable unrestricted license to use, reproduce, distribute, and modify the information in such response and you agree that Softricity is free to use, for any purpose whatsoever, any ideas or concepts contained in your response.  Softricity has the right, but not the obligation, to monitor Softricity’ web sites and to disclose any information as it deems necessary or appropriate, including without limitation, to satisfy any law, regulation or other governmental request, to operate Softricity’ web sites, or to protect ourselves or other users of Softricity’ web sites.  However, your name and other personal information provided to Softricity will not be released unless required by law or your prior written consent is obtained.  See the Softricity Privacy Policy for further information.

You also understand that Softricity has no obligation to respond to information that you send to it via Softricity’ web sites.  Please do not send Softricity any communications containing ideas, concepts, know-how or techniques (collectively, "Unsolicited Communications"). Any such Unsolicited Communications will be considered non-confidential and non-proprietary, and Softricity and its subsidiaries are free to use such Unsolicited Communications for any purpose whatsoever. By submitting an Unsolicited Communication, you grant to the Company Parties a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, display, distribute, transmit, sublicense, create derivative works from, transfer and sell such Unsolicited Communication.

Permitted Use

Softricity grants you a non-exclusive, non-transferable, non-sublicensable, limited and revocable right to access, use and display Softricity’ web sites and the content thereof on any computers or other electronic display device of which you are a user, such right being for your personal or internal business use only and subject to all terms and conditions of this Legal Notice.  You agree to use Softricity’ web sites and the content thereof only for lawful purposes and as otherwise permitted.  No other use of Softricity’ web sites or the content thereof is authorized.  You are prohibited from any use of Softricity’ web site and the content thereof that would constitute an illegal offense, give rise to liability, or otherwise violate any applicable laws, treaties or regulations.  You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on any of such content, in whole or in part.  You may print copies of such content, provided that these copies are made only for personal or internal business use and that you maintain any notices contained in the content, such as all copyright notices, trademark legends, or other proprietary rights notices. You shall not store electronically any significant portion of any such content.

General Provisions

Any claims, disputes or actions arising out of your use of Softricity’ web sites and the content thereof, other than action for specific performance or injunctive relief brought by Softricity, shall be governed by the laws of the Commonwealth of Massachusetts, and with regard to such claims, disputes or actions, you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts.  If any provision of this Legal Notice is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent possible. Not all Softricity® products and services on Softricity’ web sites are available in all jurisdictions. If you are using or accessing Softricity’ web site from outside of the United States, you are responsible for ensuring that such use is in compliance with the law(s) of all applicable jurisdiction(s).

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