End User License Agreement
LW Consulting, Inc.
END USER LICENSE AGREEMENT FOR LWEnSCHECK™ EXCLUSIONS SOFTWARE
PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THE LWEnSCHECK™ EXCLUSIONS SOFTWARE. THIS EULA IS A LEGAL AGREEMENT BETWEEN USER AND LW CONSULING, INC. BY INSTALLING, COPYING OR OTHERWISE USING THE LWEnSCHECK™ EXCLUSIONS SOFTWARE, USER IS AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF USER DOES NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE. CLICK "AGREE/ACCEPT" TO USE THE LWEnSCHECK™ EXCLUSIONS SOFTWARE, OR CLICK "DISAGREE/DECLINE" AND USER WILL NOT BE GRANTED ACCESS TO THE LWEnSCHECK™ EXCLUSIONS SOFTWARE.
1. General. The web-based non-downloadable software,
its source code, and any documentation accompanying the software, whether
online, on disk, in read only memory, on any other media or in any other form
(collectively the " LWEnSCHECK™ Exclusions Software")
are licensed, not sold, to LICENSEE by LW Consulting, Inc. ("LWCI")
for use, access and display only under the terms of this EULA, and LWCI
reserves all rights not expressly granted to LICENSEE or USER. The rights
granted to USER herein are limited to the non-exclusive right to use, access
and display the ™ " LWEnSCHECK™ Exclusions Software and do not include any
intellectual property rights including but not limited to any applicable
patents, trademarks or copyrights. USER or LICENSEE owns the media on which the
" LWEnSCHECK™ Exclusions Software is used, accessed and displayed but LWCI
retains ownership of the " LWEnSCHECK™ Exclusions Software itself. The
terms of this EULA will govern any software upgrades provided by LWCI that
replace and/or supplement the original " LWEnSCHECK™ Exclusions Software
product, unless such upgrade is accompanied by a separate EULA in which case
the terms of that EULA will govern.
2. Permitted
License Uses and Restrictions. This EULA allows USER to use, access,
and display the " LWEnSCHECK™ Exclusions Software. The " LWEnSCHECK™
Exclusions Software may be used to reproduce or print materials, including but
not limited to instructions, forms, manuals, and customer data so long as such
reproduction, copying and printing is limited to reproduction of
non-copyrighted materials, materials in which USER OR LICENSEE own the
copyright, or materials USER is authorized or legally permitted to reproduce.
Because the " LWEnSCHECK™ Exclusions Software is web-based
non-downloadable software, USER may not make any copies of the " LWEnSCHECK™
Exclusions Software even for backup purposes. Except as and only to the extent
expressly permitted in this EULA or by applicable law, USER may not and will not
copy, decompile, reverse engineer, disassemble, modify, or create derivative
works of the " LWEnSCHECK™ Exclusions Software or any part thereof.
3. Other Services. Use of the " LWEnSCHECK™ Exclusions
Software requires Internet access and may require use of IT Supportive
Services, hereafter referred to Services, that necessitate the acceptance of
additional terms of service which will be presented to LICENSEE before USER can
use such Services.
USER agrees that USER will
not use any third-party materials in a manner that would infringe or violate
the rights of any other party, and that LWCI is not in any way responsible for
any such use by USER.
USER agrees that the
Services may contain proprietary information and material that is owned by LWCI
and/or its licensors and is protected by applicable intellectual property and
other laws, including but not limited to copyright laws, and that USER will not
use such proprietary information or materials in any way whatsoever except for
permitted use of the Services. No portion of the Services may be reproduced in
any form or by any means. USER agrees not to modify, rent, lease, loan, sell,
distribute, or create derivative works based on the Services, in any manner,
and you shall not exploit the Services in any unauthorized way whatsoever,
including but not limited to, by trespass or burdening network capacity.
4. Term and
Termination. This EULA
becomes effective upon acceptance, or use, access, or display of the " LWEnSCHECK™
Exclusions Software. This EULA is effective for a period of one (1) year and
will renew automatically in subsequent one (1) year terms unless cancelled by
either party. USER’S rights under this EULA will terminate automatically
without notice from LWCI if USER fails to comply with any term(s) of this EULA.
Upon the termination of this EULA, USER shall immediately cease all use of the "
LWEnSCHECK™ Exclusions Software.
5. Disclaimer of
Warranties. USER EXPRESSLY
ACKNOWLEDGE AND AGREE THAT USE OF THE " LWEnSCHECK™ EXCLUSIONS SOFTWARE
AND SERVICES (AS DEFINED ABOVE) IS AT USER’S SOLE RISK AND THAT THE ENTIRE RISK
AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. THE LWEnSCHECK™
EXCLUSIONS SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITH ALL
FAULTS OR DEFICIENCIESS OF ANY KIND, REAL OR PERECEIVED, AND WITHOUT WARRANTY
OF ANY KIND, AND LWCI AND ITS LICENSORS (COLLECTIVELY REFERRED TO AS
"LWCI" FOR THE PURPOSES OF SECTIONS 9 AND 10 OF THIS EULA) HEREBY
DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LWEnSCHECK™ EXCLUSIONS
SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF
SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF
QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. LWCI DOES NOT
WARRANT AGAINST INTERFERENCE WITH USER’S ENJOYMENT OF THE LWEnSCHECK™ EXCLUSIONS
SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE LWEnSCHECK™ EXCLUSIONS
SOFTWARE OR SERVICES WILL MEET USER’S REQUIREMENTS, THAT THE OPERATION OF THE LWEnSCHECK™
EXCLUSIONS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
DEFECTS IN THE LWENSCHECK® SOFTWARE OR SERVICES WILL BE CORRECTED OR IMPROVED
IN ANY WAY NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LWCI OR AN
AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. LWCI FURTHER DOES NOT
WARRANT AGAINST AN AUDIT BY APPLICABLE AUTHORITY OR WARRANT THAT USER WILL
COMPLY ( FULLY OR PARTIALLY) WITH ANY APPLICABLE LAWS, STATUTES, RULES OR
REQUIREMENTS BY USING THE LWEnSCHECK™ EXCLUSIONS SOFTWARE.
6. Limitation of
Liability. TO THE EXTENT
NOT PROHIBITED BY LAW, IN NO EVENT SHALL LWCI BE LIABLE FOR PERSONAL INJURY, OR
ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER
COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USER’S USE OR
INABILITY TO USE THE LWEnSCHECK™ EXCLUSIONS SOFTWARE OR SERVICES, HOWEVER
CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND
EVEN IF LWCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Export Control. USER may not use or otherwise export or
reexport the LWEnSCHECK™ Exclusions Software except as authorized by United
States law and the laws of the jurisdiction in which the LWEnSCHECK™ Exclusions
Software was obtained. In particular, but without limitation, the LWEnSCHECK™ Exclusions
Software may not be exported or re-exported (a) into any U.S. embargoed
countries, or (b) to anyone on the U.S. Treasury Department's list of Specially
Designated Nationals or the U.S. Department of Commerce Denied Person’s List or
Entity List. By using the LWEnSCHECK™ Exclusions Software, USER represents and
warrants that USER is not located in any such country or on any such list. USER
also agree that USER will not use these products for any purposes prohibited by
United States law, including, without limitation, the development, design,
manufacture or production of missiles, or nuclear, chemical or biological
weapons.
8. Government End
Users. The LWEnSCHECK™
Exclusions Software and related documentation are "Commercial Items",
as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial
Computer Software" and "Commercial Computer Software
Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R.
§227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and
Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items, and (b) with only those
rights as are granted to all other end users pursuant to the terms and
conditions herein. Unpublished rights are reserved to LWCI under the copyright
laws of the United States.
9 Controlling Law and
Severability. This EULA will
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, as applied to agreements entered into and to be performed
entirely within Pennsylvania between Pennsylvania residents. Parties agree to
venue in Dauphin County, Pennsylvania for all disputes arising out of this
EULA. This EULA shall not be governed by the United Nations Convention on
Contracts for the International Sale of Goods, the application of which is
expressly excluded. If for any reason a court of competent jurisdiction finds
any provision, or portion thereof, to be unenforceable, the remainder of this
EULA shall continue in full force and effect.
10. Complete
Agreement; Governing Language. This EULA constitutes the entire agreement between the
parties with respect to the use of the LWEnSCHECK™ Exclusions Software licensed
hereunder and supersedes all prior or contemporaneous understandings regarding
such subject matter. No amendment to or modification of this EULA will be
binding unless in writing and signed by LWCI. Any translation of this EULA is
done for local requirements and in the event of a dispute between the English
and any non-English versions, the English version of this EULA shall govern.