HARMONIE END USER LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING MAINSOFT HARMONIE FOR GOOGLE DOCS™ OR HARMONIE FOR SHAREPOINT™ ("SOFTWARE"). THE TERMS AND CONDITIONS OF THIS HARMONIE END USER LICENSE AGREEMENT ("AGREEMENT") GOVERN YOUR USE OF THE SOFTWARE.
By downloading or using Harmonie for Google Docs or Harmonie for SharePoint you agree to be bound to these terms and conditions. This Agreement, effective as of the date you click "I accept" (the "Effective Date"), is a legal agreement between you and Mainsoft Corporation ("Mainsoft").
By using Harmonie for Google Docs, you agree to be bound by the user and distributor terms and conditions of the 3rd party licenses specified here: http://harmon.ie/content/harmonie-google-docs-third-party-technologies
By using Harmonie for SharePoint, you agree to be bound by the user and distributor terms and conditions of the 3rd party licenses specified here: http://harmon.ie/content/harmonie-sharepoint-third-party-technologies.
RECITALS
A. Mainsoft has developed Harmonie for Google Docs and Harmonie for SharePoint that enables integrating Google Docs and Microsoft SharePoint contents with Microsoft Outlook (the "Software").
B. Mainsoft and you now wish to enter into this Agreement by which Mainsoft will grant you certain non-exclusive rights to use the Software.
NOW THEREFORE, in consideration of the mutual covenants herein, Mainsoft and you hereby agree to the following:
1. DEFINITIONS.
"Documentation" means any documentation for the Software provided by Mainsoft under this Agreement. Documentation will be provided in electronic format.
"Intellectual Property Rights" means patent rights, copyright rights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction.
"Licensed Materials" shall mean the Software and the Documentation.
2. LICENSES.
2.1 Licenses Grant. Subject to the terms and conditions of this Agreement, Mainsoft grants you a non-exclusive, non-transferable, perpetual, worldwide, license to install and use the Software on your computer for your personal use both at work and at home, and use the Documentation.
2.2 Prohibited Distribution. You are strictly prohibited from copying and distributing the Software in any form.
2.3 No Other Rights. Your rights to use the Licensed Materials will be limited to those expressly granted in this Section 2. Mainsoft grants no other rights or licenses to you, by implication, estoppel or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED HREIN ARE RESERVED BY MAINSOFT OR ITS SUPPLIERS.
3. LICENSE RESTRICTIONS.
3.1 Licensed Materials Usage. You agree that you shall not: 1) modify, translate, reverse engineer, decompile, disassemble, create derivative works of the Software, or copy the Software; 2) rent, lend, transfer, distribute or grant any rights in the Software in any form to any person; or 3) remove or in any manner alter any proprietary notices, labels or markings on the Licensed Materials.
4. PROPRIETARY RIGHTS.
Mainsoft's Ownership. The Licensed Materials are and will remain the sole and exclusive property of Mainsoft. Mainsoft's rights under this section will include, but are not limited to, all copies of the Licensed Materials, in whole and in part, and all Intellectual Property Rights in the Licensed Materials.
5. WARRANTY DISCLAIMERS.
Mainsoft makes no representations or warranties to you under this Agreement with respect to the Licensed Materials or otherwise. Mainsoft and its suppliers do not warrant that the Licensed Materials will meet your requirements or operate uninterrupted or error-free. THERE ARE NO IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATIONS OF LIABILITY.
IN NO EVENT WILL MAINSOFT BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
7. TERMINATION.
7.1 Events of Termination. Mainsoft will have the right to terminate this Agreement if you breach any term or condition hereof and fail to cure such breach within thirty (30) days after written notice.
7.2 Survival. The rights and obligations of the parties contained in Sections 2.2, 2.3 & 3 (certain provisions related to licenses as well as license restrictions), 4 (Proprietary Rights), 5 (Warranty Disclaimers), 6 (Limitations of Liability) 7.2 and 7.3 (various effects of termination) and 9 (various general provisions) will survive the termination or expiration of this Agreement.
7.3 Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
8. COMPLIANCE WITH LAW.
Export Controls. You agree that you do not intend to, and will not, directly or indirectly, export or re-export (i) any Software or Documentation or (ii) any product (or any part thereof), process, or service that is the direct product of any Software, to any country, person, entity, or end user without the appropriate United States and foreign government export licenses. Restricted countries currently include, but are not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria. You warrant and represent that neither the U.S. Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied your export privileges.
9. GENERAL.
9.1 Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. You may not assign this Agreement, in whole or in part, without Mainsoft's written consent.
9.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws rules. Any action arising out of any dispute between any of the parties to this Agreement shall be brought in either the Superior Court for the County of Santa Clara or the United States District Court for the Northern District of California, and each of the parties hereto hereby submits itself to the jurisdiction of such courts for purposes of any such action, except that Mainsoft may seek injunctive relief in any court of competent jurisdiction.
9.3 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
9.4 Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that such party gives prompt written notice thereof to the other party.
9.5 Notices. All notices under this Agreement will be deemed given when delivered personally, sent by confirmed facsimile transmission, or sent by certified or registered U.S. mail, return receipt requested, or nationally-recognized express courier, to the address shown below or as may otherwise be specified by either party to the other in accordance with this section.
Mainsoft Corporation 698 Tasman Drive, Milpitas, CA 95035
9.6 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document