License Agreement

Terms and Conditions:
THIS LICENSE AGREEMENT (AGREEMENT) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR ORGANIZATION (LICENSEE) AND UX WORLD, INC. FOR ACCESS TO USE THE dnsfly PHYSICAL OR VIRTUAL APPLIANCE. THE PRODUCT YOU ARE BEING GRANTED ACCESS TO INCLUDE COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND ELECTRONIC DOCUMENTATION. BY ACCESSING THE SOFTWARE PRODUCT YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

Scope of License – UX WORLD, INC. grants to licensee a non exclusive, non transferable, worldwide, limited license (i) to download and use the products for internal business purposes only and not for further distribution; (ii) to create a back-up copy of the product subject to the obligation to reproduce in conjunction with such copies all applicable copyright and other proprietary legends which accompanied the downloaded copy. Licensee agrees not to sell, lease, assign, sublicense, distribute or otherwise transfer the products, or the rights granted pursuant to this Agreement, either in whole or in part. UX WORLD, INC. retains all title to, and ownership in, the products, except as to rights held by its licensors, and all copies thereof. Except as set forth herein, no rights to use UX WORLD, INC. intellectual property is granted, either expressly or by implication, including without limitation, any rights to any updates, enhancements, corrections or new versions of the products, or any rights to practice under any UX WORLD, INC. patents. All uses of the dnsfly or UX WORLD, INC. trademarks must be in accordance with the UX WORLD trademark guidelines (available from UX WORLD upon request). Licensee agrees not to attempt to decompile, reverse engineer, disassemble, or otherwise reduce the products to human-readable form.

Limited Warranty Disclaimer – UX WORLD does not make any warranty to licensee other than the warranty, if any, given to UX WORLD by the creator/licensor of the software being deployed or used, to the extent such warranty can be extended. PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSEE ACCEPTS ALL RISKS AND LIABILITIES ASSOCIATED WITH ITS USE OF THE PRODUCT. NEITHER UX WORLD NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES AND DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY REGARDING NON INTERRUPTION OF USE AND FREEDOM FROM DEFECTS. Licensee is fully responsible for all claims, damages, settlements, expenses and attorneys’ fees incurred by UX WORLD with respect to licensee (including licensee’s customers) or their claims and each will hold harmless UX WORLD.

UX WORLD agrees to indemnify licensee from any and all demands, liabilities, losses, costs, and claims, (including reasonable attorneys’ fees), arising out of or related to a third party claim that UX WORLD’s proprietary technology infringe(s) any copyright of a third party provided UX WORLD is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. UX WORLD will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to products or portions or components thereof (i) not created by UX WORLD (e.g. third party software), (ii) made in whole or in part in accordance with licensee specifications, (iii) that are modified after delivery by UX WORLD, (iv) combined with other products, content, data, technology, information, processes or materials where the alleged infringement relates to such combination, (v) where licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where licensee’s use of such Product is not strictly in accordance herewith. Licensee will indemnify, defend, save and hold UX WORLD harmless from all damages, demands, liabilities, losses, costs, settlements, attorneys fees and expenses related to (I) any claim of infringement or misappropriation excluded from UX WORLD’s indemnity obligation set forth above, or (II) any other claim in connection with or related to the Product or the use or distribution thereof.

Limited Liability – NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, NEITHER UX WORLD NOR ANY LICENSOR SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER HEREOF OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION OR OTHER LEGAL OR EQUITABLE THEORY: (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID WITH RESPECT TO THE PRODUCT DURING THE SIX MONTH PERIOD PRIOR TO THE CAUSE OF ACTION; (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) FOR ANY MATTER BEYOND ITS COMMERCIALLY REASONABLE CONTROL. THE PRODUCT IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE WHERE THE FAILURE OF THE PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE (“HIGH RISK ACTIVITIES”). USE OF THE PRODUCT IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED. THE PARTIES AGREE THAT THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT UX WORLD WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.

Term and Termination – This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by destroying or erasing the products and all copies. This Agreement and licensee’s right to use the products shall terminate automatically if licensee materially breaches the terms of this Agreement whereby licensee shall destroy or erase all copies of the products.
Governing Law – Any legal proceedings arising out of or relating to this Agreement will be governed by New York law, excluding choice of law rules, and shall be venued in the state or federal courts located within New York. Licensee agrees to submit to the jurisdiction of such courts for purposes of resolving such disputes. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
Entire Agreement – This Agreement is the entire agreement between licensee and UX WORLD relating to the products, may only be modified by a writing executed by an authorized representative of UX WORLD and supersedes all prior written or oral statements, promises, representations and agreements.

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