Source Code License
This Software License Agreement ("Agreement") is an agreement between the end-user ("You") and AdaptiveBlue, Inc. ("AdaptiveBlue") that sets forth your rights and obligations with respect to download and use of Glue software (the "Software"). By clicking the "Accept" button at the end of the Agreement, You agree to abide by and be legally bound by the terms and conditions of the Agreement, including the disclaimers of warranties and limitations of liability.
1. License Grant and Restrictions.
AdaptiveBlue hereby grants, and You hereby accept, a non-exclusive, non-transferable License of the Software for your personal, non-commercial use, subject to the terms and conditions of this Agreement.
(b) Data Collection and Privacy.
You agree that You shall not, other than with the express written consent of AdaptiveBlue:
(i) use the Software other than as expressly permitted by this License;
(ii) reproduce, modify, copy, transmit or create any derivate work of all or any portion of the Software;
(iii) reverse engineer, decompile, or disassemble the Software or otherwise attempt to recreate all or any portion of the Software;
(iv) remove, obscure or alter any copyright notices or other proprietary rights notices contained in the Software Licensee;
(v) sell, lease, rent, license, sublicense or otherwise distribute the Software or any part thereof or the right to use the Software or any part thereof to any person or entity;
(vi) use automated agents or robots to exercise the functionality provided by the Software; or
(vii) authorize any third party to do any of the foregoing.
(a) This Agreement is effective from the date on which you install the Software.
(b) You may terminate the Agreement at any time by erasing or destroying all copies of the Software that are within your possession or control. The Agreement and your License to use the Software will also automatically terminate if You fail to comply with any term or condition of this Agreement.
(c) AdaptiveBlue may terminate this Agreement at any time and without notice in the event that:
(i) You use the Software in a manner that over-utilizes AdaptiveBlue's available resources;
(ii) Adaptive Blue determines in its sole discretion that Your Data is or includes data that is unlawful, fraudulent, threatening, libelous, defamatory, obscene, illegal or otherwise objectionable;
(iii) You use the Software or otherwise engage in any action that, in the sole and absolute discretion of AdaptiveBlue, may reflect poorly upon AdaptiveBlue or its trademarks, service marks, trade name or reputation; (iv) the User Account that you create with AdaptiveBlue at the time this Agreement takes effect is inactive for a period of at least ninety (90) days;
(v) AdaptiveBlue for any other reason in its sole and absolute discretion determines that it is in the best interest of AdaptiveBlue to terminate the Agreement. For the purpose of this Agreement, "Your Data" means information that you provide as or that is collected based upon your input to the Software.
3. Intellectual Property.
You acknowledge and agree that the Software constitutes proprietary information and/or trade secrets of AdaptiveBlue and/or its suppliers, whether or not any portion thereof is or may be validly copyrighted or patented. AdaptiveBlue owns all rights, title and interest in and to the Software, including all Intellectual Property Rights. This Agreement conveys a limited right to operate the Software and shall not be construed to convey title to the Software or any copyright, patent, or other proprietary right of AdaptiveBlue or its suppliers to You. No right, title, or interest in or to any trademark, service mark, logo or trade name of AdaptiveBlue or its suppliers is granted under this Agreement. For the purpose of this Agreement, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
4. Warranty Disclaimer.
THE SOFTWARE IS PROVIDED "AS IS" AND ADAPTIVEBLUE MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. ADAPTIVEBLUE DOES NOT WARRANT THAT THE SOFTWARE OR ANY PART THEREOF WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.
5. Limitation of Liability.
(A) IN NO EVENT WILL ADAPTIVEBLUE BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR INTERRUPTION OR LOSS OF INFORMATION, EVEN IF ADAPTIVEBLUE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING FAULT, NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. REGARDLESS OF THE CAUSE OR FORM OF THE ACTION, ADAPTIVEBLUE'S AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE LICENSE FEE, IF ANY, PAID BY YOU TO ADAPTIVEBLUE FOR THE USE OF THE SOFTWARE.
(B) YOU HEREBY ACKNOWLEDGE THAT SECURITY SAFEGUARDS, BY THEIR NATURE, ARE CAPABLE OF CIRCUMVENTION. WHILE ADAPTIVEBLUE IS COMMITTED TO YOUR PRIVACY AND WILL MAKE EVERY REASONABLE EFFORT TO SAFEGUARD YOUR DATA, ADAPTIVEBLUE DOES NOT GUARANTEE THAT YOUR DATA OR OTHER INFORMATION CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. YOU UNDERSTAND THAT THE SOFTWARE INVOLVES THE EXCHANGE OF INFORMATION OVER THE INTERNET. ADAPTIVEBLUE SHALL NOT BE RESPONSIBLE FOR VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNAUTHORIZED THIRD-PARTY DATA OR SOFTWARE OR RESULTANT DAMAGE OR USE OF YOUR DATA.
(C) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU, TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You shall defend, indemnify and hold harmless AdaptiveBlue, its Affiliates, and their licensors, officers, directors, agents and employees from any liability, loss, damage, cost or expense (including reasonable attorney's fees) arising out of any act or omission by You in connection with the Software. For the purpose of this Agreement, "Affiliates" shall mean a party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with AdaptiveBlue.
This Agreement is not assignable or transferable in whole or in party, by operation of law or otherwise, by You without the prior written consent of AdaptiveBlue. AdaptiveBlue may assign this Agreement without Your consent.
8. Severability and Interpretation.
The provisions of this Agreement are severable. If any one or more of the provisions of this Agreement are determined by a court of competent jurisdiction to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding on and enforceable by and between the parties hereto, and shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree that any such invalid or unenforceable provisions will be deemed replaced with valid and enforceable provisions that achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions. To the extent that any law, treaty or regulation is in conflict with this Agreement, the conflicting terms of this Agreement shall be superseded only to the extent necessary by such law, treaty or regulation.
9. Governing Law and Jurisdiction.
(a) This Agreement and all rights and obligations hereunder, including but not limited to matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of New Jersey.
(b) Each of the parties hereto: (i) irrevocably submits to the exclusive jurisdiction of any New Jersey state or federal court sitting in Essex or Bergen County in any action or proceeding arising out of or relating to this Agreement; and (ii) irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in such New Jersey state or federal court. Each of the parties hereto irrevocably waives, to the fullest extent it may legally do so, any rights to a trial by jury in such action or proceeding and the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
THE FOREGOING IS A LICENSE AGREEMENT WITH ADAPTIVEBLUE, INC. WHEN YOU DOWNLOAD GLUE YOU ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.