This is a legal agreement between you ("You" or "Your") and Esprida Corporation or its authorized distributors ("Esprida") regarding Your use of Esprida LiveControl ("Agreement"). The software is comprised of a server ("Esprida LiveControl Server") and agent ("Esprida LiveControl Agent"), (collectively, the "Software"). Installation or use of the Software indicates Your acceptance of the terms and conditions of this Agreement. Accordingly, please read this Agreement before installing the Esprida LiveControl Agent. If You are not willing to be bound by all the terms, select the button "I do NOT accept the terms of the License Agreement" and click cancel to cease the installation process.
License Grant. Esprida grants You a limited, non-transferable, non-exclusive, time-limited license to access Esprida LiveControl Server and use the object code version of the Esprida LiveControl Agent and the related user documentation ("Documentation"). Esprida permits You to (i) install and use one copy of Esprida LiveControl Agent on a single device, (ii) access and use Esprida LiveControl Server, provided that You have paid a license fee for each device that is able to access the Software, and (iii) use the Documentation solely in support of Your use of the Software.
License Restrictions. You may use the Software and Documentation only as permitted by this Agreement. You may not copy or modify the Esprida LiveControl Agent or Documentation, except that You may make one copy of the Esprida LiveControl Agent solely as a backup, as long as all copyright and other proprietary notices are reproduced and included on the backup copy. You may not reverse compile, disassemble, alter, add to, delete from, or modify the Esprida LiveControl Agent, except as permitted by the Documentation. You may not publish or transfer the Esprida LiveControl Agent, or any copy thereof, in whole or in part, except as expressly permitted by this Agreement. You may not assign, sublicense, encumber, rent, lease, loan, resell, distribute or attempt to transfer the Software, Documentation, or any portion thereof, or provide access to others on a service bureau basis or otherwise, unless You have signed an agreement with Esprida authorizing these actions. You may not use the Software or Documentation, or any element of the Software or Documentation, to create derivative works or other works that are similar to the Software. You may not remove any copyright or other proprietary notices from the Software or Documentation or any portion thereof.
Support Services. Support services for the Software are available as specified on the Esprida website (http://www.esprida.com).
Third Party Products. The Software is bundled with, or includes, third party software products and libraries. ("Third Party Products"). The Software contains or is bundled with: (i) a Java Runtime Environment License from Sun Microsystems, Inc., which is governed by the license agreement available at http://jcp.org/aboutJava/communityprocess/jsr/tiger/JRE1.5.license.html; (ii) libraries provided by Apache, which is governed by the license agreements available at http://www.apache.org/licenses/LICENSE-1.1 and http://www.apache.org/licenses/LICENSE-2.0; (iii) libraries governed by the LGPL available at http://www.gnu.org/licenses/lgpl-2.1.html; (iv) OpenSSL libraries which are governed by the Open SSL License available at http://www.openssl.org/source/license.html; (v) Microsoft libraries, use of which is governed by this Agreement;(vi) libraries governed by the Mozilla Public License which is available at http://www.mozilla.org/MPL/MPL-1.1.html; (vii) a library provided by Yahoo, which is governed by the license agreement available at http://developer.yahoo.com/yui/license.html; (viii) a library provided by Tanuki Software, Inc.; (ix) libraries provided by Bouncy Castle which is governed by the license agreement available at http://www.bouncycastle.org/license.html; and (x) a JDOM library, the agreement for which is available at http://www.jdom.org/docs/faq.html#a0030. Unless specifically referenced otherwise in this Master Agreement, the Third Party Products are distributed "as is" and all warranties or conditions, express or implied are expressly disclaimed, including fitness for a particular purpose. The copyright owners or contributors for the Third Party Products shall not be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including procurement of substitute goods or services, loss of use, data, or profits, or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Third Party Products.
Proprietary Rights. All rights and title in and to the Software, including patents, copyrights, trademarks and trade secret rights, belong to Esprida and its licensors. Esprida and its licensors hold title to each copy of the Software and Documentation, and any portion thereof. You acknowledge that the license granted does not provide You with title to, or ownership of, the Software or Documentation, but rather a right of limited use under the terms and conditions of this Agreement. No other rights are granted to You with respect to the Software. Esprida’s licensors may enforce this Agreement against You, with respect to components of the Software provided by that licensor if You breach the terms of this Agreement.
Confidential Information. You agree that the Software and Documentation contains confidential information, including trade secrets, know-how and other information, that comprise the exclusive property of Esprida or its licensors. While this Agreement is in effect and following its termination, You shall maintain the confidentiality of this information and shall not sell, license, sublicense, publish, display, distribute disclose or otherwise make available this information to any third party, nor use the information except as authorized by this Agreement or the prior written consent of Esprida.
Limited Warranty and Remedies. Esprida does not warrant that the functions contained in the Software will meet Your specific requirements or that the operation of the Software will be uninterrupted or error free. Esprida warrants that, for 90 days from You being granted access to Esprida LiveControl Server(the "Warranty Period"), the Software will function in substantial accordance with the Documentation, when correctly installed and maintained. If You notify Esprida during the Warranty Period of a failure of the Software to conform to the limited warranty, Esprida’s sole obligation, and Your sole remedy, shall, in Esprida’s sole discretion, be the (i) replacement of the Esprida LiveControl Agent, or part thereof with a functionally equivalent Esprida LiveControl Agent or part, or (ii) repair of the Esprida LiveControl Agent. This warranty does not apply to any non-conformance caused by (a) improper or inadequate maintenance, or (b) software or interfacing equipment, parts or supplies not supplied by Esprida or its authorized distributors.
Warranty Disclaimer. Except as provided in section 7, the Software and Documentation are provided "as is" without warranty or conditions of any kind, express or implied, including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement. You take the entire risk as to the quality and performance of the Software. Some jurisdictions do not allow the exclusion of implied warranties or conditions, so the above exclusions may not apply to You.
Limitation of Liability. Esprida’s sole obligation or liability under this Agreement is the repair or replacement of the Software during the Warranty Period as set out in section 7. Neither Esprida, nor its authorized distributors, affiliates or licensors, shall be liable for consequential, indirect, special, incidental or similar damages, such as loss of business revenues, profits or savings or loss of data resulting from the use or inability to use the Software, even if advised of the possibility of these damages. In addition, neither Esprida nor any of its authorized distributors, affiliates or licensors, shall be liable or for any claim by a third party arising out of Your use of the Software. Esprida’s liability is limited to the amount You paid for the Software in the preceding 3 month period. You acknowledge that the amount paid by You for the Software reflects this allocation of risk. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You.
Termination. If You fail to comply with Your obligations under this Agreement, this Agreement will terminate immediately. Upon termination, You shall immediately discontinue use of the Software and Documentation and shall return or provide certification to Esprida of the destruction of all copies of the Esprida LiveControl Agent and Documentation. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Esprida's proprietary rights, shall survive termination for any reason.
Export Restrictions. You may not export or re-export the Software, or any copy thereof, in violation of any applicable laws or regulations.
U.S. Government. If You are an agency of the U.S. Government, the following will apply: The Software was developed entirely at private expense, is regularly used for non-governmental purposes and has been licensed to the public. The Software is a "commercial item" as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as used in 48 C.F.R. 12.212 or as "commercial computer software" as defined in 48 C.F.R. 252.227-7014 or any equivalent agency regulation or contract clause, whichever is applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government agencies acquire only those rights to the Software as are expressly set forth in this Agreement.
Terms of Use. Your use of the Software must comply with the then-current version of the Terms of Use ("ToU") available at http://www.esprida.com (or other URL as designated by Esprida). You agree to read and adhere to the ToU and ensure that the ToU is adhered to by each of Your user’s of the Software. Esprida reserves the right to amend the ToU, effective upon posting of the revised ToU at the designated URL or other notice to You. Esprida reserve the right to suspend access to the Esprida LiveControl Server or terminate this Agreement effective upon notice for violating the ToU. You indemnify Esprida for Your breach of the ToU.
Updates to this Agreement. This Agreement may be updated solely as required to comply with changes in licensing from Third Party Product providers upon posting of a revised version at http://www.esprida.com/apps/livecontrol/eula.html, or other designated URL of which You are advised. You acknowledge and agree that posting of an update will become binding on You and Your use of the Software. If You disagree to the terms of the update, You may contact Esprida to terminate Your use of the Software.
Notices. Notices to Esprida shall be given by registered mail to Esprida Corporation., 5180 Orbitor Drive, Mississauga, Ontario, Canada, L4W 5L9, Attention: Legal Department. Notices to You will be provided by e-mail at the e-mail address You provide upon registration, and deemed given 24 hours after the e-mail is sent to You. If Your e-mail is invalid, we may give You notice by regular mail to the address provided during registration, in which case You are deemed to have received notice 3 days after the date of mailing.
Miscellaneous.
Except as set out in sections 13 and 14, this Agreement sets forth the entire agreement and understanding between You and Esprida and neither You nor Esprida shall be bound by any conditions, definitions, warranties, understandings or representations with respect to the Software or Documentation. The failure of Esprida or You to require performance of any provision of this Agreement shall not affect Yours or Esprida’s rights to enforce its rights at a later time. No waiver by You or Esprida of any condition or of a breach of this Agreement shall be deemed to be or construed as a further or continuing waiver of the condition or breach. If a provision of this Agreement is inoperative or unenforceable, it shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained in this Agreement invalid, inoperative, or unenforceable. The invalidity of a portion of this Agreement shall not affect the remaining portions of this Agreement.
This Agreement shall be governed by the laws of the State of New York, USA, without regard to its conflicts of laws rules. You and Esprida consent to the exclusive personal jurisdiction and venue in the State of New York, USA. The United Nations Commission on International Trade Law Conventions on Contracts for the International Sales of Goods and Related Transactions is specifically excluded from this Agreement. This Agreement is written in the English language at the express request of both Parties.
If You have signed a Master Agreement or other license agreement with Esprida governing Your use of the Software or Documentation, it shall take precedence over this Agreement.
You agree that Esprida may list Your company name on its website or in other marketing/promotional material.
Questions regarding this Agreement, notices or other communication to Esprida shall be sent via e-mail to info@esprida.com.