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SOFTWARE LICENSE TERMS & CONDITIONS
These terms & conditions, if agreed to by Customer, constitute a binding legal agreement (the “Agreement”) with Jvm Bulgaria, Inc. (“Jvm Bulgaria”) regarding the licensing of Jvm Bulgaria Software (the “Software”) contained in the attached Purchase Order issued by Jvm Bulgaria (the “P.O.”). Please read them carefully. If you sign this document below on behalf of Customer, you are indicating that you have the authority to so bind Customer. If you do not sign this document, you will have no right to access the Software. Any provisions of a purchase order or other document or internet file provided by Customer that conflicts with these terms & conditions shall be of no force or effect.
DEFINITIONS
“Designated Site” means Customer's physical location identified on the P.O. and is where the Software is authorized by Jvm Bulgaria to be used.
SCOPE OF LICENSE
Jvm Bulgaria grants to Customer a non-exclusive, non-transferable, fully paid, limited license, without right to sublicense, to execute the Software in machine-readable form, and to use the Documentation provided by Jvm Bulgaria for that Software as specified in the Evaluation or P.O. as applicable. The terms “Jvm Bulgaria” or “Licensor” may be used interchangeably in this Agreement. The term “Customer” or “Licensee” may also be used interchangeably in this Agreement. Customer is authorized to use the Software for the period defined in the P.O. Customer is authorized to use the Software only for Customer's own use, only in Customer's normal course of business, and only on properly designated HostIDs located at properly Designated Sites. An employee or independent contractor of Customer located at a Designated Site is allowed remote login from the home of the employee or independent contractor of Customer or during travel. The Software may be used concurrently by no more than the number of permitted concurrent users of Customer specified and at no site other than the Designated Site. A site is restricted to a 50 mile (80 kilometer) radius and the User located at a Designated Site is allowed remote login from the home of the User or during travel unless Customer receives a written exception to this restriction. Except as expressly permitted, Customer may not make or have any copies of the Software, other than one (1) copy for archival or back-up purposes only. Nothing herein entitles Customer to the receipt of, use of, or access to source code. Customer shall not reverse assemble, reverse compile, or otherwise reverse engineer the Software, in whole or in part, or otherwise attempt to obtain the source code, or the function and structure, of the Software. Customer may not modify or prepare derivative works of the Software unless previously agreed to in writing by Jvm Bulgaria. Jvm Bulgaria will not maintain or support any such modified Software.
APPLICABLE SOFTWARE LICENSE TERMS
The applicable software licenses terms and conditions are deemed to be those terms and conditions in effect as of the time of the issuance of the license. If Customer wants access to certain software license terms and conditions, please contact sales@JvmBulgaria.com.
OWNERSHIP
All ownership rights, title, and interest in the Software, Documentation, and related Confidential Information (as defined below), and all copies, derivatives, and abstracts thereof, including without limitation all copyrights, patent rights, trademark rights, trade secret rights, inventions, mask work rights, and other proprietary rights therein and thereto, are and shall remain exclusively in Jvm Bulgaria or its licensor(s).
PAYMENT & DELIVERY TERMS
Excluding evaluation licenses, Customer agrees to pay the license fees for the licensed products as specified on the P.O./Evaluation Agreement and subsequent invoice. The license fees do not include taxes, shipping, or handling charges, all of which shall be paid by Customer, except for taxes based on Jvm Bulgaria's net income. The scheduled delivery date shall be that date set or acknowledged by Jvm Bulgaria in accordance with the P.O./Evaluation Agreement. All delivery dates are estimated. Payment terms are net thirty (30) days from date of invoice unless specified otherwise in the P.O. Any and all payments made under the provisions of the Agreement shall be payable in the currency as listed on the accompanying invoice. Jvm Bulgaria reserves the right to request such payments be made by wire transfer according to instructions for such transfer as specified by Jvm Bulgaria from time to time. The Software is subject to disconnection if the payment is not received by the due date specified in this Section 4. Jvm Bulgaria may, at its option, make delivery in installments and invoice and receive payments for each installment. Customer may purchase annual maintenance for the Software in accordance with the P.O. as it may be updated from time to time. If Customer elects not to purchase or fails to pay an invoice for maintenance when due, Jvm Bulgaria will have no further obligation to update or maintain either the Software or the license keys providing access thereto. Non-fulfillment of payments will be considered a breach.
CONFIDENTIALITY
Customer shall keep the Software, Documentation, and related information disclosed by Jvm Bulgaria on a confidential or proprietary basis (collectively "Confidential Information") confidential and shall not, without the prior written consent of Jvm Bulgaria, directly or indirectly provide, disclose, or otherwise make available any item of Confidential Information in any form to any person other than to those of Customer's employees/license sites whose job performance requires access to the Confidential Information and are obligated to the confidentiality and restricted use provisions herein. Customer agrees to use the Confidential Information only as expressly authorized. Customer and customer license sites shall take all reasonable actions to protect the security of the Confidential Information and control its employees' use, copying, and disclosure. Customer will immediately inform Jvm Bulgaria of any violation and use Customer's best efforts to remedy any such breach. Customer's non-disclosure obligations and use restrictions continue with respect to any item of Confidential Information until Customer can show that it: (a) was rightfully known to Customer prior to disclosure by Jvm Bulgaria; (b) is or becomes publicly available through a source other than Customer and through no wrongful act or failure to act by Customer; or (c) has been rightfully disclosed to Customer by an unrelated third party, without an obligation to keep it confidential.
LIMITED WARRANTY
Jvm Bulgaria warrants it has the right to license the Software. Jvm Bulgaria warrants, for the period of ninety (90) days following shipment of the Software, that the Documentation will be free from material errors and that the Software, if not modified and if properly used in accordance with the manual therefor, will conform substantially to Jvm Bulgaria's current documentation and will be free from manufacturing defects such as defective media or Software configuration errors. Jvm Bulgaria's total liability will not exceed the actual amount paid to Jvm Bulgaria by Customer for the failing Software. Jvm Bulgaria will not be liable for the costs of substitute software or services. Jvm Bulgaria EXCLUDES AND DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE STATUTORY WARRANTY OF NONINFRINGEMENT. CUSTOMER EXPRESSLY WAIVES ANY AND ALL SUCH WARRANTIES.
LIMITATION OF LIABILITY
NEITHER Jvm Bulgaria NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF Jvm Bulgaria HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Jvm Bulgaria'S ENTIRE LIABILITY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE REMEDIES SPECIFIED BY THIS AGREEMENT. Jvm Bulgaria'S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE FEES PAID FOR THE APPLICABLE SERVICES OR FOR THE LICENSE OF THE LICENSED PRODUCT THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY ALSO APPLIES TO MAINTENANCE AND SUPPORT SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY TO FULFILL ITS ESSENTIAL PURPOSE.
INFRINGEMENT
If promptly notified in writing by Licensee of such action, Licensor agrees to defend or settle at its option, and hold Licensee harmless from, any action at law or in equity finally adjudicated against Licensee arising from a claim that Licensee's use of the Licensed Products or documentation under this Agreement infringes any United States patent, copyright, or proprietary right; provided that Licensee shall give Licensor the right to control and direct the investigation, preparation, defense, and settlement of each such claim and Licensee shall fully cooperate with Licensor or its designee in connection with the foregoing; further provided, Licensor may, immediately upon notice of such an infringement claim, replace all or part of the Licensed Products to make it non-infringing or Licensor may obtain the right for Licensee to use the allegedly infringing Licensed Products. The foregoing is Licensee's sole and exclusive remedy for any claim of infringement of intellectual property rights against Licensee's use of the Licensed Products.
ANTI-PIRACY
Software piracy is illegal, and Jvm Bulgaria and its affiliates reserve the right to take all legal steps to stop piracy of their products and pursue those who take part in these activities. As part of these anti-piracy efforts, the Software may contain security mechanisms intended to detect the installation or use of illegal copies of the Software, and collect and transmit data relating to those illegal copies, and installation or use thereof, to Jvm Bulgaria and/or its affiliates, and/or their agents, contractors, suppliers, successors, and assigns. By installing or using the Software, Customer agrees to such detection, collection, and transmission, as well as to the use of such data, for the purposes of identifying illegal usage and protecting and enforcing intellectual property rights.
TERMS & TERMINATIONS
Either party may terminate the license for the Software upon written notice to the other party, if the other party violates any provision of these terms & conditions, or if the other party terminates or suspends its