This DATA ROCKET End User License Agreement (“Agreement”) sets forth a legally binding agreement between you and Passerelle Solutions Corp., a corporation duly constituted and organized pursuant to the laws of Maine, USA, with its principal office located at ·22 Monument Sq, Suite 202 ·, Portland, ME 04101 (“Passerelle” or “ we” and permutations thereof).
Subject to your compliance with the terms of this Agreement Passerelle grants you a revocable, non-exclusive, non-transferable, non-sublicenseable, perpetual, royalty- free license use DATA ROCKET, solely for internal business use, i.e. you will not provide services to third parties, including your client using DATA ROCKET. All archival and backup copies of DATA ROCKET are subject to the provisions of this Agreement and the Solutions Agreement, if any, and all patent numbers, trademarks, copyright and other restricted rights notices shall be reproduced on any such copies. Except as and only to the extent expressly permitted by this Agreement, the Solutions Agreement, if any, or applicable law, you may not (i) rent, lease, lend, sell, transfer, assign, sub-license, copy, publish or distribute DATA ROCKET ; (ii) make DATA ROCKET available over a network where it could be used by multiple devices at the same time; (iii) decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of DATA ROCKET or any part thereof or (iv) circumvent any of the technical limitations of DATA ROCKET. Any attempt to do any of the foregoing is a violation of the rights of Passerelle and its licensors.
The following requirements apply to your use of DATA ROCKET :
(a) DATA ROCKET and all portions thereof are Passerelle property or our licensors’ property and all rights, titles and interests in and to DATA ROCKET, including, without limitation, all intellectual property rights (copyright, patents, rights to patent, trademarks, industrial designs, trade secrets, know-how, inventions, concepts, ideas, processes, techniques and other intellectual property rights, whether or not such rights are legally protected or registered) and any accompanying written or printed materials, are owned by Passerelle or our licensors.
(b) Unauthorized use of DATA ROCKET may violate intellectual property laws. Elements of DATA ROCKET are protected by copyright, trademark and other state, provincial and federal laws and may not be copied or imitated in whole or in part, by any means.
(c) Nothing contained in this Agreement or the Solutions Agreement, if any, shall prevent us from using DATA ROCKET, or any portion thereof, in any form or manner, or from making DATA ROCKET, or any portion thereof, available to any other entity or person at any time and for any purpose. You agree to treat DATA ROCKET in the same manner as any other material protected by intellectual property laws and treaties.
(d) The trademarks of Passerelle (“Passerelle Trademarks”) used and displayed in connection with DATA ROCKET are trademarks of Passerelle. Other company, product, and service names used in connection with DATA ROCKET may be trademarks owned by others (the “Third-Party Trademarks,” and, collectively with Passerelle Trademarks, the “Trademarks”). You are not granted any license or right to use the Trademarks. All goodwill generated from the use of Trademarks inures to their respective owners’ benefit.
Passerelle may, in its sole discretion, make modifications, updates or upgrades to DATA ROCKET and submit those updates to you for acceptance (each, an “Update”). If you accept an update, the terms of this Agreement apply to all such Updates. You acknowledge and agree that if you do not accept an Update, Passerelle shall not be responsible for any security vulnerabilities in or improper functioning of DATA ROCKET and any losses arising therefrom, and shall not be responsible for any data loss arising from your use of DATA ROCKET. Notwithstanding the foregoing, Passerelle has no obligation to provide Updates to DATA ROCKET apart from the agreed schedule, if any, provided in your Solutions Agreement with Passerelle, if any.
(a) Subject to the representations or warranties made, if any, under a Solutions Agreement entered into between yourself and Passerelle, if any:
(i) Passerelle, Passerelle’s licensors, and each of the foregoing parties’ parents, subsidiaries, officers, employees and agents (collectively, “Released Parties”) make no representation or warranty whatsoever regarding the suitability, functionality, performance, availability or operation of DATA ROCKET ; and
(ii) DATA ROCKET is made available on an “as is” and “as available” and “with all faults” basis. To the maximum extent permitted by applicable law, the Released Parties specifically disclaim all warranties, express or implied, including, without limitation, the warranties of merchantability, quality, fitness for a particular purpose and non- infringement, with respect to DATA ROCKET. The Released Parties do not warrant that the functions contained in or services performed, provided or enabled by or through DATA ROCKET will meet your requirements, that the operation of DATA ROCKET will be uninterrupted or error-free, or that defects in DATA ROCKET will be corrected. No oral or written information or advice given by Passerelle, its authorized representative or any other party shall be deemed to alter this disclaimer of warranty or to create any warranty.
(a) Except as otherwise provided pursuant to the terms and conditions of the Solutions Agreement entered into between yourself and Passerelle, if any, and to the fullest extent allowed under applicable law, you agree that the Released Parties are not liable to you for damages of any kind, whether based in tort, contract or otherwise, including, without limitation, any direct, incidental, consequential or punitive damages resulting in any way from or in connection with: (i) DATA ROCKET or any services made available through DATA ROCKET (including, without limitation, a third party claim that DATA ROCKET infringes that third party’s intellectual property rights); (ii) any errors or omissions in DATA ROCKET ’s technical operation; (iii) any action taken in connection with an investigation by Passerelle, law enforcement or other authorities regarding your use of DATA ROCKET ; (iv) any product liability claim; or
(v) any claim that DATA ROCKET fails to conform to any applicable legal or regulatory requirement. These limitations apply even if repair or replacement of DATA ROCKET does not fully compensate you for any losses or if any of the Released Parties had been advised of the possibility of such damages and knew or should have known about the possibility of such damages.
(b) Except as otherwise provided pursuant to the terms and conditions of the Solutions Agreement entered into between yourself and Passerelle, if any, you agree to indemnify, defend and hold the Released Parties harmless from and against any actual or alleged claims, demands, causes of action, judgments, damages, losses, liabilities, and all costs and expenses of defense (including reasonable attorneys’ fees and court costs) arising out of or relating to: (i) your breach of this Agreement; (ii) your violation of any local, municipal, provincial, federal or international law, rule or regulation; (iii) your use of DATA ROCKET ; (iv) information or material posted or transmitted through your device or account, even if not submitted by you; (v) any misrepresentation made by you; (vi) the theft, misappropriation or disclosure of your ID and password; or
(vii) your authorization of anyone else to use your ID and password. You will cooperate as fully and as reasonably required in Passerelle’s defense of any claim. Passerelle reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not, in any event, settle any matter without the written consent of Passerelle.
(a) If any provision of this Agreement is held to be invalid by any law, rule, order or regulation of any government or by the final determination of any provincial or federal court, such invalidity shall not affect the enforceability of any other provision of this Agreement.
(b) The failure of Passerelle to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
(c) The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any part of this Agreement shall be held unenforceable or invalid, such part shall be severed from the rest of this Agreement and such invalidity or unenforceability shall not in any way whatsoever prejudice or affect the remaining parts of this Agreement which shall continue in full force.
(d) You may not directly or indirectly export or transmit DATA ROCKET or related materials (or any part thereof) to any country wher such export or transmission is restricted by any applicable regulation, statute or resolution without the prior consent of the competent authority and of Passerelle.
(e) In particular, but without limitation, DATA ROCKET may not be exported or re-exported (i) into any country that is subject to a U.S. or Canada Government embargo, or that has been designated by the U.S. or Canada Government as a “terrorist supporting” country or
(ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List or on any other U.S. Government list or similar list maintained by the Canadian authorities of prohibited or restricted parties. By using DATA ROCKET, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use DATA ROCKET for any purposes prohibited by United States or Canadian law.
(f) Both you and Passerelle acknowledge and agree that no partnership is formed and neither of you nor Passerelle has the power or the authority to obligate or bind the other.
(g) The failure of Passerelle to comply with this Agreement because of a force majeure event or for any other reason beyond the reasonable control of Passerelle shall not be deemed a breach of this Agreement.
(h) This Agreement is effective until terminated by you or Passerelle. Your rights under this Agreement will terminate automatically without notice from Passerelle if you fail to comply with any term of this Agreement.
(i) Upon termination of this Agreement for failure to comply with any term of this Agreement, you shall cease all use of DATA ROCKET, delete and destroy all copies, full or partial, of DATA ROCKET.
(j) This Agreement shall be construed in accordance with and governed by the law of the State of New York and the federal laws of United States of America applicable therein, notwithstanding any conflict of law provisions, and you agree that any litigation shall be subject to the exclusive jurisdiction of the courts located in the southern district of New York, NY, USA, provided that, if the Solutions Agreement, if any, provides for a different governing law or jurisdiction, then such governing law or jurisdiction shall apply to this Agreement in replacement of the applicable provisions of this paragraph 8(k). The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from this Agreement.