Software
License Agreement
This End-User License
Agreement (“EULA”) is a legal agreement between the LICENSEE and the manufacturer,
RealtimeCRO Inc (“RealtimeCRO”) and its successors and assigns for LICENSED SOFTWARE.
By installing and
using the LICENSED SOFTWARE, you agree to be bound by all of
the terms and conditions of this EULA. If you do not agree to the terms of this
EULA, you may not install or use the LICENSED SOFTWARE. The LICENSEE
acknowledges that this is legally binding agreement
and the LICENSEE will take any necessary advice in relation to this agreement
prior to installing and using the LICENSED SOFTWARE. This LICENSE shall govern
all and any use of the LICENSED SOFTWARE saves set out herein.
The software that is
subject to this End User’s License Agreement (EULA) is licensed, not sold, to
the LICENSEE by RealtimeCRO on the terms and conditions contained herein.
1. License. Subject to the terms of this
Agreement, RealtimeCRO grants you a personal non-transferable, nonexclusive, limited
license to download, install, execute and perform the
software made available to you by RealtimeCRO (“Software”) in machine readable
object code form only in accordance with any documentation that accompanies it
(“Documentation”) and only for use in connection with the RealtimeCRO services made
available by RealtimeCRO.
2. Restrictions. You agree not to, directly
or indirectly: (a) modify, translate, copy or create derivative works based on
any element of the Software, (b) reverse assemble, reverse compile, reverse
engineer, decompile or otherwise attempt to discover the object code, source
code, non-public APIs or underlying ideas or algorithms of the Software in whole
or in part, except as and only to the extent this restriction is prohibited by
law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign,
distribute, time share or otherwise commercially exploit or make the Software
available to any third party or (d) remove or obscure any proprietary or other
notice contained in the Software. RealtimeCRO owns the Software. You acknowledge and
agree that (i) the Software and the Documentation are
protected by United States and international copyright, trademark, patent,
trade secret and other intellectual property or proprietary rights laws, (ii)
RealtimeCRO retains all right, title and interest (including, without limitation,
all patent, copyright, trade secret and other intellectual property rights) in
and to the Software, the Documentation, any and all related and underlying
technology and any derivative works or modifications of any of the foregoing,
(iii) there are no implied licenses under this Agreement and any rights not
expressly set forth in this Agreement are hereby expressly reserved by RealtimeCRO
and (iv) the Software is licensed, not sold and you acquire no ownership or
other interest (other than the license rights expressly stated herein) in or to
the Software or the Documentation.
3. Confidentiality. You acknowledge that the
Software and Documentation are the proprietary and confidential information of
RealtimeCRO. You also acknowledge that in the course of
exercising your license rights under this Agreement, you may obtain other
proprietary and confidential information relating to RealtimeCRO (hereinafter
referred to as “Confidential Information”). Such Confidential Information
belongs solely to RealtimeCRO and includes, but is not limited to, the features and
mode of operation of the Software, trade secrets, know-how, inventions (whether
or not patentable), techniques, processes, programs, ideas, algorithms,
schematics, testing procedures, the design and architecture of the Software,
computer code, design and functional specifications, requirements of the
Software, problem reports, analysis and performance information, and other
technical, business, marketing and financial information, plans and data.
During the term of this Agreement, and for a period of five (5) years after its
termination, you shall not use (except as expressly authorized by this
Agreement) or disclose Confidential Information to any third party without the
prior written consent of RealtimeCRO. However, you may disclose Confidential
Information in accordance with judicial or other governmental order, provided that you give RealtimeCRO notice of such order in
reasonable time for RealtimeCRO to seek a protective order prior to disclosure.
Nothing in this section 3 shall be read or interpreted to in any way limit or
otherwise modify the restrictions and other terms set forth in section 2,
above.
4. Government Use. As defined in 48 C.F.R.
§2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all
Software and Documentation provided in connection with this Agreement are
“commercial items,” “commercial computer software” and/or “commercial computer
software documentation.” Accordingly, if you are party of an agency,
department, or any other entity of the U.S. Government or any contractor
therefor, you shall receive only those rights with respect to the Software and
Documentation as are granted to all other end users under license, in
accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with
respect to the Department of Defense and their contractors, or (b) 48 C.F.R.
§12.212, with respect to all other U.S. Government licensees and their
contractors. The foregoing does not apply if you are located outside North
America and Latin America.
5. Termination. You may terminate this
Agreement and the license granted herein at any time by destroying or removing
from all computers, networks, and storage media all copies of the Software.
RealtimeCRO may terminate this Agreement and the license granted herein immediately
if you breach any provision of this Agreement. Upon receiving notice of
termination from RealtimeCRO, you agree to destroy or remove from all computers,
networks, and storage media all copies of the Software. Sections 2-8 shall
survive termination of this Agreement.
6. No Warranty. YOU ACKNOWLEDGE THAT THE
SOFTWARE IS PROVIDED BY RealtimeCRO IN AN “AS IS” CONDITION AS TO PERFORMANCE,
ACCURACY, OR COMPLETENESS. RealtimeCRO DISCLAIMS ALL WARRANTIES OF DESIGN,
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND
ALL OTHER WARRANTIES, CONDITIONS OR TERMS, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, ON THE SOFTWARE FURNISHED HEREUNDER.
7. Limitation of Liability. IN NO EVENT
SHALL RealtimeCRO, ITS SUPPLIERS OR ITS LICENSORS BE LIABLE WITH RESPECT TO ANY
CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN AN ACTION BASED
ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER
LEGAL THEORY, HOWEVER ARISING, FOR DAMAGES BASED ON LOST REVENUES OR PROFITS,
LOSS OF BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR BREACHES IN SYSTEM
SECURITY OR ANY OTHER TYPE OF INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES. YOU AGREE THAT RealtimeCRO’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER
ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO $50. THESE LIMITATIONS SHALL
APPLY EVEN IF RealtimeCRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. Miscellaneous. You acknowledge that the
Software, Documentation, technical data, and any other materials delivered
under this Agreement are subject to U.S. export control laws and may be subject
to export or import regulations in other countries. You agree to comply
strictly with these laws and regulations and acknowledge that you have the
responsibility to obtain any licenses to export, re-export, or import as may be
required after delivery to you. You represent and warrant that you are not a
person or entity appearing on the lists published by the U.S. Department of
Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S.
Government, as amended from time to time, that is prohibited from acquiring
ownership or control of items under this Agreement, or with which RealtimeCRO is
prohibited from doing business. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California
without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the application of laws of any jurisdiction other than those of the State of
California. Any legal claim, suit, action or proceeding arising out of this
Agreement or the matters contemplated hereunder or the breach thereof, whether
sounding in contract, tort or otherwise, shall likewise be governed by the
internal laws of the State of California without giving effect to any choice or
conflict of law provision or rule and shall be instituted exclusively in the
federal courts of the United States or the courts of the State of California in
each case located in the City of Mountain View and Santa Clara County, and each
party irrevocably submits to the exclusive jurisdiction of such courts in any
such suit, action or proceeding and waives any objection based on improper
venue or forum non conveniens. Notices to be given or
submitted by either party to other pursuant to this Agreement shall be in
writing and shall be deemed to have been given (a) when delivered by hand (with
written confirmation of receipt) of (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested) or by
certified or registered mail, return receipt requested, postage prepaid. The
parties acknowledge that they are acting as independent contractors who are
solely responsible for their own actions or inactions and that no joint
venture, franchise, partnership, agency, or other relationship shall be created
or implied by this Agreement. You may not assign or otherwise transfer any of
your rights, or delegate or otherwise transfer any of your obligations or performance,
under this Agreement, in each case whether voluntarily, involuntarily, by
operation of law or otherwise, without RealtimeCRO’s prior written consent, which
shall not be unreasonably withheld. Any purported assignment, delegation or transfer in violation of this provision is
void. RealtimeCRO may freely assign or otherwise transfer all or any of its rights,
or delegate or otherwise transfer all or any of its obligations or performance,
under this Agreement without your consent. If any court of competent jurisdiction
adjudges any provision of this Agreement to be to be illegal, unenforceable or
invalid, that provision shall be limited or eliminated to the minimum extent
necessary so that this Agreement shall otherwise remain in full force and
effect and enforceable, but shall not affect any other
term or provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction. You acknowledge and agree that
there can be no adequate remedy at law for any material breach of this
Agreement, which breach will result in irreparable harm to RealtimeCRO, and
therefore, upon any such breach or any threat thereof, RealtimeCRO is entitled to
temporary, preliminary and permanent injunctive relief against you (and, if
applicable, your officers or employees) without the requirement of posting a
bond or proving actual damages, in addition to whatever remedies RealtimeCRO might
have at law. This Agreement constitutes the sole and entire agreement between
the parties with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations
and warranties, both written and oral, with respect to such subject matter.
This Agreement may only be amended, modified or
supplemented by an agreement in writing by non-preprinted agreements clearly
understood by both parties to be an amendment and signed by each party hereto.
No waiver by any party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the party so waiving.
Except as otherwise set forth in this Agreement, no failure to exercise, or
delay in exercising, any right, remedy, power or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.
9. By installing and using the LICENSED SOFTWARE,
you also agree to accept RealtimeCRO’s privacy policy.