Dakota END USER LICENSE

 

IMPORTANT: READ THIS CAREFULLY . This End User License (“End User License”) is a legal agreement between you and Dakota Software Corporation (“Dakota”) granting you certain rights to access and use Dakota’s software (the “Software”) and any user manuals or on-line help functions relating to the Software (“Documentation”) . By accessing or using the Software, you agree to be bound by the terms of this End User License‚If you do not agree to the terms of this End User License‚ click on the “Cancel” button and do not access or otherwise use the Software .

 

1.      Authorized User.

This End User License is granted by Dakota under and subject to a Master Agreement (the “Agreement”) and Statement of Work between Dakota and your employer or other legal entity which is licensing access and use of the Software and instructing you to access or use the Software (“Licensee”).  You are eligible for the rights granted by this End User License only if you are an Authorized User under the terms of the Agreement, meaning you have a bona fide need to access and use the Software solely and exclusively to support the business objectives of the Licensee as related to a particular Statement of Work and (ii) you have agreed to the terms of this End User License, as modified by Dakota from time to time.

 

2.      Usage and Restrictions.

2.1.   Subject to the terms of this End User License, the Agreement, the Statement of Work and any reasonable policies and procedures agreed upon in writing between Licensee and Dakota, you may access and use the Software and Documentation.  This grant is non-transferable and non-exclusive.

2.2.   You may not do any of the following yourself, or through any other person:

2.2.1.      Copy, modify or create derivative works based upon the Software or Documentation;

2.2.2.      Hack, illegally gain access to, or reverse engineer the Software in whole or in part, or attempt to do so;

2.2.3.      Defeat, disable or circumvent any protection mechanism related to the Software, including without limitation any code which necessitates or solicits agreement to the End User License before use of the Software, or attempt to do so;

2.2.4.      Sell, lease, license, distribute, sublicense or rent to any third party any portion of the Software or the Documentation;

2.2.5.      Unless as authorized (i) herein, (ii) in a Statement of Work, or (iii) in writing and signed by an authorized representative of Dakota, disclose, permit access to, or make available to any third party other than an Authorized User under a particular Statement of Work, any portion of the Software or the Documentation, or, in particular, without limiting the generality of the foregoing, allow any party to use the Software in order to provide services outside the scope of a Statement of Work; or

2.2.6.      Export the Software in violation of any U.S. Department of Commerce export administration regulations or other laws or regulations.

3.      Confidential Information.

The terms and conditions of this End User License, the Agreement, and any other information designated by either Dakota or Licensee as “confidential” are confidential and shall not be disclosed by you, orally or in writing, to any third party without the prior written consent of Dakota and Licensee.  The Software and Documentation are confidential, and you shall protect them and Dakota’s other confidential information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which you utilize for your own confidential information .

4.      Title and Ownership.

Except for the rights expressly granted above, this End User License transfers to you no right, title, or interest in the Software, the Documentation, or any copyright, patent, trademark, trade secret or other intellectual property or proprietary right in the Software or the Documentation. Dakota retains sole and exclusive title to all portions of the Software and Documentation and any copies thereof‚You agree not to disclose any Software or the Documentation to anyone other than Authorized Users as defined in the Agreement .  The Software and the Documentation contain valuable proprietary information the unauthorized use or disclosure of which would irreparably harm Dakota .  Upon learning of any unauthorized possession or use of or access to the Software, you will notify Dakota immediately, will promptly furnish details of such occurrence, will assist in preventing any recurrence thereof, and will cooperate fully in any litigation or other proceedings undertaken to protect the rights of Dakota.

5.      Warranty .  

DAKOTA PROVIDES VARIOUS LIMITED WARRANTIES TO LICENSEE IN THE AGREEMENT .  DAKOTA MAKES NO WARRANTY OF ANY KIND TO YOU, THE END USER .   THE END USER DAKOTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DAKOTA SHALL NOT BE LIABLE TO YOU, THE END USER, FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOSS OF USE, COST OF COVER, OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

6.      Termination .  

This End User License shall terminate as set forth in the Statement of Work which authorizes your use of the Software.