KATEEVA EMBEDDED SOFTWARE USAGE LICENSE AGREEMENT
IMPORTANT: READ CAREFULLY
This license agreement (the “Agreement”) is a legal contract between You (as defined below) and Kateeva, Inc. (“Kateeva”) that governs Your use of any software, data, and other materials that was embedded and/or installed in this Kateeva tool by Kateeva (such software, data, and materials, individually and collectively, the “Software”; such tool, the “Kateeva Tool”). By activating or otherwise using this Kateeva Tool, You (1) accept and agree to the terms and conditions of this Agreement on behalf of yourself, any entity(ies) on whose behalf you have so activated and/or used the Kateeva Tool, and the employees and contractors of such entity(ies) (collectively, “You”) and (2) acknowledge that such terms and conditions are binding on You.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, IMMEDIATELY CEASE THE ACTIVATION AND USE OF THIS KATEEVA TOOL.
- License Grant. Subject to the terms and conditions of this Agreement and conditioned upon Your compliance with such terms and conditions, Kateeva hereby grants to You a terminable (in accordance with this Agreement), nonexclusive, non-assignable, non-transferable, and non-sublicensable license, under Kateeva’s copyrights in and to the Software to use, in accordance with Kateeva’s instruction manual(s), the Software solely in machine-readable and object code form and solely on this Kateeva Tool as located at the site it was initially installed by You and/or Kateeva.
- Prohibition on Reverse Engineering. You and any and all third parties acting on your behalf may not reverse engineer and/or decompile the Software and/or this Kateeva Tool in any manner and/or for any purpose and any attempt by You and/or any such third party to do so shall immediately render the above license null, void, and without effect.
- Reservation of Rights. Kateeva hereby disclaims, and nothing in this Agreement shall constitute or be construed or otherwise interpreted as Kateeva’ agreement, authorization or otherwise, to grant or otherwise provide for, (a) any implied license that, absent this disclaimer, may arise from the foregoing license grant and (b) except for those licenses and rights expressly granted in this Agreement, any right, license, authorization, release, immunity, forbearance, forfeiture, waiver, estoppel, exhaustion or otherwise under any intellectual property rights of Kateeva and its affiliates with respect to any of Your activities and/or those of any third party. No license or right is granted to You by implication, estoppel or otherwise, under any intellectual property rights now or hereafter owned or controlled by Kateeva and/or such affiliates except for those licenses and rights expressly granted in this Agreement.
- Warranty Disclaimer. The Software is provided “as is” and without warranty of any type or kind. KATEEVA HEREBY DISCLAIMS ANY AND ALL WARRANTIES OTHERWISE ASSOCIATED WITH THE SOFTWARE, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
- Limitation of Liability. IN NO EVENT WILL KATEEVA BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE, GOODS, OR SERVICES, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL KATEEVA’S TOTAL LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED TEN-THOUSAND UNITED STATES DOLLARS (USD 10,000). THE EXCLUSION OF DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WERE AND ARE AN EXPRESS PART OF THE BARGAIN BETWEEN THE PARTIES.
- Termination; Injunctive Relief. This Agreement and the license contained herein shall immediately terminate upon any breach of this Agreement by You. You acknowledge and agree that any breach of this Agreement and/or the license contained herein will cause Kateeva irreparable harm and, in the event that You breach or threaten to breach this Agreement and/or such license, Kateeva shall be entitled to immediate injunctive and other appropriate equitable relief in any court of competent jurisdiction.
- Miscellaneous. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to or application of conflicts of law rules or principles and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action arising under this Agreement will be brought solely in the federal or state courts of the Northern District of California, and You hereby irrevocably consent to the exclusive jurisdiction and venue thereof. If for any reason a court of competent jurisdiction finds any material provision of this Agreement invalid or unenforceable, such provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. Failure by Kateeva to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement is the complete and exclusive agreement between Kateeva and You with respect to the subject matter hereof, superseding and replacing any and all prior and contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter.